Indemnification by the Company Shareholders. Subject to the conditions and limitations set forth in Sections 9.1 and 9.2, each of the Company's shareholders shall be liable for, and shall hold Parent, the Surviving Corporation, each Subsidiary, and their respective affiliates harmless from and against, (i) any and all Taxes imposed on or with respect to the Company or any of its Subsidiaries for any taxable period (or portion thereof) ending on or before the Closing Date (a "Pre- Closing Period"), other than (x) Taxes incurred in the ordinary course of business in any taxable period (or portion thereof) beginning after the date of the Company Balance Sheet, (y) Taxes for which reserves have been provided on the Company Balance Sheet, and (z) Taxes arising out of the transactions contemplated by this Agreement (including, without limitation, Section 6.16), (ii) any and all Taxes imposed on or with respect to the Company or any of its Subsidiaries as a result of any of the Company's (or any of its Subsidiaries') being or having been a member of any group of companies that files or has filed a Tax Return on a consolidated, combined, affiliated or unitary basis for any Pre-Closing Period (other than a group the common parent of which was the Company), (iii) any and all Taxes imposed on or with respect to the Company or any of its Subsidiaries as a result of any breach or inaccuracy of any representation or warranty contained in Section 3.9 or any covenant contained in this Article X (without duplication), (iv) any and all Taxes imposed upon or with respect to Parent, the Surviving Corporation, the Company, or any of its Subsidiaries or any of their respective affiliates as a result of any inaccuracy in the certificate referred to or any in Section 7.2(i), and (v) and any and all Taxes or any other payments required to be made after the Closing Date by the Company or any of its Subsidiaries under any Tax sharing, indemnity, allocation or other similar agreement or arrangement in effect at any time on or prior to the Closing Date.
Indemnification by the Company Shareholders. In the event the Closing occurs, and subject to the limitations set forth in Section 6.5, the Company Shareholders receiving the Merger Consideration pursuant to Section 1.5 shall severally, and to the proportionate extent of each Company Shareholders' interest in the Escrow Fund (except in the case of Fraud, in which case the Company Shareholders shall be jointly and severally liable), indemnify the Buyer in respect of, and hold it harmless against, any and all debts, obligations, Taxes and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") incurred or suffered by the Surviving Corporation or the Buyer or any Affiliate thereof resulting from, relating to or constituting:
Indemnification by the Company Shareholders. Subject to Section 9.05 and Section 9.06, if the Closing does not occur the Company agrees to, and if the Closing does occur the Company Shareholders agree to severally but not jointly, indemnify, reimburse and hold Parent and its officers, directors, stockholders and Affiliates, including the Surviving Corporation (the “Parent Indemnified Parties”), harmless against all claims, losses, Liabilities, damages, Taxes, deficiencies, costs and expenses, including reasonable accounting and auditors’ fees, attorneys’ fees and expenses of investigation and defense, interest, fines and penalties (hereinafter individually a “Loss” and collectively “Losses”) paid, incurred or sustained by the Indemnified Parties, or any of them (including the Surviving Corporation), directly or indirectly, as a result of, with respect to or in connection with (a) any breach or inaccuracy of any representation or warranty of the Company contained in this Agreement, the Ancillary Agreements or in any certificate or other instruments delivered by or on behalf of the Company pursuant to this Agreement or the Ancillary Agreements or, in the case of a Third-Party Claim any allegation that, if true, would constitute such a breach or inaccuracy; (b) any failure by the Company to perform, fulfill or comply with any covenant or obligation applicable to it contained in this Agreement, the Ancillary Agreements or in any certificate or other instruments delivered pursuant to this Agreement or the Ancillary Agreements; and (c) any Pre-Closing Taxes.
Indemnification by the Company Shareholders. (a) The Company Shareholders shall, jointly and severally, indemnify Parent, its subsidiaries and Affiliates and their respective officers, directors, employees, agents and representatives (each, a “Parent Indemnified Party” and, collectively, the “Parent Indemnified Parties”) in respect of, and hold it harmless against, any and all Losses sustained, incurred or suffered by the Surviving Corporation or any other Parent Indemnified Party resulting from, relating to or constituting:
Indemnification by the Company Shareholders. Each of the Company Shareholders hereby agrees to defend, indemnify and hold Holdings and the Holdings Shareholder, and their respective officers, directors, shareholders, employees, successors, heirs, assigns, attorneys and representatives harmless against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not Holdings or the Holdings Shareholder is a party thereto) which Holdings or the Holdings Shareholder may pay or incur arising out of or relating to a breach of any representation, warranty or covenant of the Company or the Company Shareholders under this Agreement. Notwithstanding the foregoing, a Company Shareholder's obligation to indemnify Holdings and the Holdings Shareholders shall only apply to the extent that the Company or such Company Shareholder breached his representations, warranties or covenants (and not those of any other Company Shareholder).
Indemnification by the Company Shareholders. 7.1.1. In accordance with and subject to the provisions of this Section 7, the Company Shareholders shall indemnify and hold harmless the Company, AremisSoft, their respective Affiliates, and the officers, directors, agents and employees of the Company, AremisSoft and their Affiliates (collectively, the "Indemnitees") from and against and in respect of any and all loss, damage, diminution in value, Liability, cost and expense, including reasonable attorneys' fees and amounts paid in settlement (collectively, the Indemnified Losses"), suffered or incurred by any one or more of the Indemnitees by reason of, or arising out of:
Indemnification by the Company Shareholders. Subject to the terms and conditions of this Section 10, from and after the Closing, the Company Shareholders and their respective successors and assigns (each, with respect to any claim made pursuant to this Agreement, a “Company Indemnifying Party”) will severally and not jointly, in accordance with their respective Pro Rata Shares, indemnify, defend and hold harmless Innovate, its Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (each, with respect to any claim made pursuant to this Agreement, an “Innovate Indemnified Party”) from and against any and all losses, Actions, Orders, Liabilities, damages, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses), but excluding punitive and exemplary damages, except in each of the foregoing cases, solely to the extent any such damages are payable pursuant to a Third Party Claim (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Innovate Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Party Claim):
Indemnification by the Company Shareholders. Subject to Section 8.4 below, the Company Shareholders receiving the Merger Shares pursuant to Section 1.5 (the "Indemnifying Shareholders") shall severally indemnify each of CMGI, Engage and their respective directors, officers, employees and Affiliates (collectively, the "CMGI Indemnified Parties") in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, reasonable costs of third-party investigators, reasonable fees and expenses of attorneys, accountants, financial advisors and other experts, and other reasonable expenses of litigation) ("Damages") incurred or suffered by the Surviving Corporation, CMGI, Engage or any Affiliate thereof resulting from, relating to or constituting:
Indemnification by the Company Shareholders. (a) Except as provided in Sections 6.07 and 6.08(b), after the Effective Time through the Expiration Time, Parent and its affiliates (including, after the Effective Time, the Surviving Corporation), officers, directors, employees, agents, successors and assigns (collectively, the "Parent Indemnified Parties") shall be indemnified and held harmless by the Company Shareholders, severally and not jointly, for such Company Shareholder's ratable share of any and all accrued, absolute, matured or determined liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys' and consultants' fees and expenses and other costs of defending, investigating or settling claims) actually suffered or incurred by them (including, without limitation, in connection with any action brought or otherwise initiated by any of them) (hereinafter, a "Loss"), arising out of or resulting from:
Indemnification by the Company Shareholders. Subject to the limitations set forth in this Article 8, from and after the Closing Date, the shareholders of the Company at the First Merger Effective Time shall indemnify and hold harmless Parent and each of its direct and indirect Affiliates, officers, directors, members, managers, partners, employees, agents and other representatives (collectively, the “Parent Indemnified Persons”) solely through the payment to Parent of Escrow Cash and the transfer to Parent of Escrow Shares held in the escrow account maintained pursuant to the Escrow Agreement (but only if and to the extent that Escrow Funds are available to satisfy such Losses), from, against and in respect of any and all liabilities, losses, damages, fines, penalties, fees, costs and expenses (in each case, including reasonable attorneys’ fees and expenses) (collectively, “Losses”), incurred or suffered by such Parent Indemnified Persons as a result of:
