Indemnification of the Indemnitees. The Company shall indemnify and hold harmless each Member, Director and officer of the Company (individually, an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, joint and several, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative, arbitral or investigative, in which the Indemnitee was involved or may be involved, or threatened to be involved, as a party or otherwise, arising out of any Member’s status as a Member, any Director’s status as a Director, any officer’s status as an officer or any action taken by any officer or Director under this Agreement or otherwise on behalf of the Company (collectively, “Liabilities”), regardless of whether the Indemnitee continues to be a Member, Director or an officer, to the fullest extent permitted by the Delaware LLC Act and all other applicable laws; except a Member, Director or officer of the Company shall be entitled to indemnification hereunder only to the extent that such Member’s, Director’s or officer’s conduct did not constitute gross negligence, willful misconduct, breach of fiduciary duty, or a breach of this Agreement, any Transaction Agreement or any other agreement between the Company and such Member, Director or officer, as applicable, and such Member, Director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Member’s, Director’s or officer’s conduct was unlawful. The termination of any proceeding by settlement, judgment, order, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such Indemnitee’s conduct constituted gross negligence or willful misconduct or that such conduct otherwise constituted a breach of this Agreement, any Transaction Agreement or any other such agreement between the Company and such Member, Director or officer. The right of any Indemnitee to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnitee’s successors, assigns and legal representative...
Indemnification of the Indemnitees. Subject to Sections 9.1 and 9.3, from and after the Closing, each Azur Securityholder who signed a Power of Attorney and Azur Support Agreement prior to the Closing (collectively, the “Indemnitors”) severally, not jointly, and pro rata (based on each such Indemnitor’s Pro Rata Percentage) shall indemnify and hold harmless each of Azur, the Surviving Corporation and their respective directors officers and employees (collectively, the “Indemnitees”) from and against, and shall pay and reimburse each of the Indemnitees for the amount of, any and all Losses that are incurred, paid, sustained or suffered by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Losses relate to any third party claim) and that arise from or as a result of, or by reason of, any of the following: (a) any breach or inaccuracy in any representation or warranty made by Azur in this Agreement, the Related Agreements entered into by Azur at or prior to the Effective Time and any other certificate or instrument contemplated hereby that is executed or delivered by Azur at or prior to the Effective Time, in each case when made and on and as of the Closing Date as if made as of the Closing Date, except for representations and warranties that speak of a specific date or time (which need only be accurate as of such date and time) and, in each case without giving effect to: (i) any materiality qualification limiting the scope of such representation or warranty for purposes of determining whether a breach occurred or an inaccuracy existed, or (ii) any update of or modification to the Azur Disclosure Schedule made or purported to have been made on or after the date of this Agreement, (b) any breach of or failure by Azur to perform any covenant, agreement or obligation of Azur in this Agreement or any of the other Related Agreements to be performed at or prior to the Effective Time, and (c) any claims or actions by Persons who are or were direct or indirect securityholders of Azur, in their capacities as securityholders, whether against Azur, other securityholders, Jazz or otherwise, arising out of facts or circumstances existing on or
Indemnification of the Indemnitees. (a) The undersigned agrees to defend, indemnify and hold harmless each of the Indemnitees from, against and in respect of (i) any and all losses, damages or deficiencies resulting to any of the Indemnitees from (A) a breach of the Company's representations, warranties, covenants or other terms contained in the Merger Agreement or in any exhibit or schedule thereto or (B) a claim by any present or former shareholder of the Company relating to the negotiation, authorization, approval, execution or consummation of the Merger Agreement by the Company, the solicitation by the Company of the authorization and approval by its shareholders of the Merger Agreement and the Merger or any public dissemination by the Company of any information regarding Buyer, the Merger Agreement or the Merger; and (ii) and all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments or judgments in respect thereof regardless of the merit thereof, including reasonable legal and accounting fees and expenses (whether incident to the foregoing or to an Indemnitee's enforcement of said rights of defense and indemnity).
Indemnification of the Indemnitees. Without limiting any other rights the Indemnitees (as such term is defined in the Plan of Arrangement) may have as against Persons other than the Indemnifying Shareholders in respect of Losses suffered by TSA and its Affiliates in connection with this Agreement, at the Effective Time, the Indemnitees shall be entitled to exercise the rights set forth in Section 7.1 of the Plan of Arrangement and in the Escrow Agreement against the Indemnifying Shareholders in the event of any Losses suffered or incurred by an Indemnitee resulting from the inaccuracy or breach of any representation or warranty of MDL, any breach of or failure to perform any covenant or agreement of MDL in the Combination Agreement or in any certificate furnished by MDL pursuant to the Combination Agreement at Closing or any of the Indemnifying Shareholders or any other matter set forth herein to the extent and on the terms set forth in the Escrow Agreement. The Indemnitees' sole remedy for such indemnification from the Indemnifying Shareholders is as set out in Section 7.1 of the Plan of Arrangement and the Escrow Agreement.
