Common use of Indemnified Damages Clause in Contracts

Indemnified Damages. Subject to the limitations set forth in this ------------------- Section 8, from and after the Closing Date, Purchaser and Parent and their respective affiliates, officers, directors, employees, representatives and agents (each an "Indemnified Person" and collectively "Indemnified Persons") ------------------ ------------------- shall be entitled to be protected, defended, indemnified and held harmless from and against any and all losses, costs, damages, liabilities, fees (including without limitation reasonable attorneys' fees) and expenses (collectively, the "Damages"), that any of the Indemnified Persons incurs, has been invoiced for or ------- has agreed to pay, in each case in respect of any of or in connection with any claim, demand, action or cause of action relating to, arising out of or connected with any actual or alleged misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of the Limited Partnership, the General Partnership, the Limited Partners or the Stockholders contained in this Agreement or any of the other instruments, documents or agreements executed and/or delivered by any of the foregoing pursuant to this Agreement or the transactions contemplated hereby, including any exhibits or schedules attached hereto or thereto. Each of the Limited Partnership, the General Partner, the Limited Partners and the Stockholders acknowledge and agree to the establishment of the Escrow Fund pursuant to Section 8.2 to compensate the Indemnified Persons for all Damages.

Indemnified Damages. Subject to the limitations set forth in this ------------------- Section 8, from and after the Closing DateEffective Time, Purchaser Acacia, Acacia's stockholders and Parent Acacia's optionholders shall protect, defend, indemnify and hold harmless Rosetta and the Surviving Corporation and their respective affiliates, officers, directors, employees, representatives and agents (Rosetta, Surviving Corporation and each of the foregoing persons or entities is hereinafter referred to individually as an "Indemnified PersonINDEMNIFIED PERSON" and collectively as "Indemnified PersonsINDEMNIFIED PERSONS") ------------------ ------------------- shall be entitled to be protected, defended, indemnified and held harmless from and against any and all losses, costs, damages, liabilities, fees (including without limitation reasonable attorneys' fees) and expenses (collectively, the "DamagesDAMAGES"), that any of the Indemnified Persons incurs, has been invoiced for incurs or ------- has agreed to pay, in each case in respect of any reasonably anticipates incurring by reason of or in connection with (i) any claim, demand, action or cause of action relating to, arising out of or connected with any actual or alleged alleging misrepresentation, breach of, inaccuracy or default in connection with, any of the representations, warranties, covenants or agreements of the Limited Partnership, the General Partnership, the Limited Partners or the Stockholders Acacia contained in this Agreement or any of the other instruments, documents or agreements executed and/or delivered by any of the foregoing pursuant to this Agreement or the transactions contemplated herebyAgreement, including any exhibits or schedules attached hereto or thereto. Each hereto, and the Certificate of Merger, which becomes known to Rosetta during the Escrow Period, (ii) any amounts payable to any member of the Limited Partnership, the General Partner, the Limited Partners and the Stockholders acknowledge and agree Executive Management Team as severance payments pursuant to the establishment Executive Employment Agreements with Rosetta if such person has become employed by, or engaged as a consultant to, another entity prior to receipt of any such severance payment or (iii) the amount, if any, by which the Final Accounts Payable Balance exceeds Five Hundred Thousand Dollars ($500,000). Damages in each case shall be net of the Escrow Fund pursuant to Section 8.2 to compensate amount of any insurance proceeds and indemnity and contribution actually recovered by Rosetta or the Indemnified Persons for all DamagesSurviving Corporation.

Indemnified Damages. Subject to the limitations set forth in ------------------- this ------------------- Section 86, from and after the Closing DateEffective Time, Purchaser the former stockholders of Target shall protect, defend, indemnify and Parent hold harmless Acquiror and the Surviving Corporation and their respective affiliates, officers, directors, employees, representatives and agents (Acquiror, Surviving Corporation and each of the foregoing persons or entities is hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and ------------------ ------------------- shall be entitled to be protected, defended, indemnified and held harmless from and against any and all losses, costs, damages, liabilities, fees (including without limitation reasonable attorneys' fees) and expenses (collectively, the "Damages"), that any ------- of the Indemnified Persons incurs, has been invoiced for incurs or ------- has agreed to pay, in each case in respect of any reasonably anticipates incurring by reason of or in connection with any claim, demand, action or cause of action relating to, arising out of or connected with any actual or alleged alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of the Limited Partnership, the General Partnership, the Limited Partners or the Stockholders Target contained in this Agreement or any of the other instruments, documents or agreements executed and/or delivered by any of the foregoing pursuant to this Agreement or the transactions contemplated herebyAgreement, including any exhibits or schedules attached hereto hereto, and the Certificate of Merger, which becomes known to Acquiror including, without limitation, (i) any operating expenses of Target or thereto. Each any Subsidiary prior to the Closing Date that were not included in the determination of the Limited PartnershipTotal Consideration pursuant to Exhibit D and (ii) any unscheduled obligations required to be paid by Target to SHC Direct, the General Partner, the Limited Partners and the Stockholders acknowledge and agree to the establishment of the Escrow Fund LLC pursuant to Section 8.2 to compensate 2 of that certain SHC Venture LLC Membership Interest Purchase Agreement dated the Indemnified Persons for all Damagesdate hereof. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Acquiror or the Surviving Corporation.

Indemnified Damages. Subject to the limitations set forth in this ------------------- Section 86, from and after the Closing DateEffective Time, Purchaser the former stockholders of Target listed on Schedule 6.3(a) (the "Indemnifying Stockholders") shall protect, ------------------------- defend, indemnify and Parent hold harmless Acquiror and the Surviving Corporation and their respective affiliates, officers, directors, employees, representatives and agents (Acquiror, Surviving Corporation and each of the foregoing persons or entities is hereinafter referred to individually as an "Indemnified Person" and ------------------ collectively as "Indemnified Persons") ------------------ ------------------- shall be entitled to be protected, defended, indemnified and held harmless from and against any and all losses, ------------------- costs, damages, liabilities, fees (including without limitation reasonable attorneys' fees) and expenses (collectively, the "Damages"), (a) that any of the Indemnified ------- Persons incurs, has been invoiced for or ------- has agreed to pay, in each case in respect of any incurs by reason of or in connection with any claim, demand, action or cause of action relating to, arising out of or connected with any actual or alleged alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of the Limited Partnership, the General Partnership, the Limited Partners or the Stockholders Target contained in this Agreement or any of the other instruments, documents or agreements executed and/or delivered by any of the foregoing pursuant to this Agreement or the transactions contemplated herebyAgreement, including any exhibits or schedules attached hereto hereto, and the Certificate of Merger, which becomes known to Acquiror prior to the Indemnity Termination Date, or thereto(b) as a result of any legal, brokers or finders fees incurred by Target in connection with this transaction in excess of $50,000 in the aggregate, which became known to Acquiror prior to the Indemnity Termination Date. Each Damages in each case shall be net of the Limited Partnership, amount of any insurance proceeds and indemnity and contribution actually recovered by Acquiror or the General Partner, the Limited Partners and the Stockholders acknowledge and agree to the establishment of the Escrow Fund pursuant to Section 8.2 to compensate the Indemnified Persons for all DamagesSurviving Corporation.