Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Messagemedia Inc), Agreement and Plan of Merger and Reorganization (Messagemedia Inc), Escrow Agreement (Qualcomm Inc/De)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that the Shareholder shall not be deemed to be an "Indemnitee."
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Award Software International Inc), Agreement and Plan of Merger and Reorganization (Award Software International Inc), Agreement and Plan of Merger and Reorganization (Award Software International Inc)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that the Shareholders shall not be deemed to be "Indemnitees."
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Media 100 Inc), Stock Purchase Agreement (Asyst Technologies Inc /Ca/), Agreement and Plan of Merger And (Rogue Wave Software Inc /Or/)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; PROVIDED, HOWEVER, that the Shareholders shall not be deemed to be "Indemnitees."
Appears in 3 contracts
Samples: Escrow Agreement (Puma Technology Inc), Agreement and Plan of Reorganization (Transition Analysis Component Technology Inc), Agreement and Plan of Merger (Sbe Inc)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that the Designated Shareholders shall not be deemed to be "Indemnitees."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eloquent Inc), Agreement and Plan of Merger and Reorganization (Eloquent Inc)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; PROVIDED, HOWEVER, that the Indemnitors shall not be deemed to be "Indemnitees."
Appears in 2 contracts
Samples: Shareholder Agreement (Boole & Babbage Inc), Agreement and Plan of Merger And (Boole & Babbage Inc)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including Merger Sub and, following the Surviving CorporationMerger, the Company); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that the Company's shareholders shall not be deemed to be "Indemnitees."
Appears in 2 contracts
Samples: Escrow Agreement (Siebel Systems Inc), Agreement and Plan of Merger and Reorganization (Siebel Systems Inc)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that none of the Shareholders shall be deemed to be "Indemnitees."
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Papais Lou A), Agreement and Plan of Merger and Reorganization (La Man Corporation)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that the Stockholders shall not be deemed to be "Indemnitees."
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Women Com Networks Inc), Agreement and Plan of Merger and Reorganization (Packeteer Inc)
Indemnitees. Indemnitees" shall mean means the following Persons: (a) Parent; (b) Parent's current and future officers, directors and affiliates (including the Surviving CorporationMerger Sub); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (dc) the respective successors and assigns of the Persons referred to in clauses "(a)", a)"and "(b)" and above; PROVIDED, HOWEVER, that the stockholders of the Company are not deemed to be "(c)" aboveIndemnitees."
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Internap Network Services Corp/Wa), Escrow Agreement (Internap Network Services Corp/Wa)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates an Entity controlling, controlled by or under common control with Parent (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that the Shareholders shall not be deemed to be "Indemnitees."
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Qualcomm Inc/De)
Indemnitees. Indemnitees" shall mean means the following Persons: (a) Parentthe Purchaser; (b) Parentthe Purchaser's current and future affiliates (including the Surviving Corporation)affiliates; (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above.
Appears in 1 contract
Indemnitees. Indemnitees" shall mean means the following Persons: (a) Parent; (b) Parent's current and future officers, directors and affiliates (including the Surviving CorporationMerger Sub); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", a)"and "(b)" and above; PROVIDED, HOWEVER, that the stockholders of the Company are not deemed to be "(c)" aboveIndemnitees."
Appears in 1 contract
Samples: Escrow Agreement (Ask Jeeves Inc)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that the former stockholders, optionees and agent-holders of Target shall not be deemed to be "Indemnitees."
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Walker Interactive Systems Inc)
Indemnitees. Indemnitees" shall mean means the following Persons: (a) Parent; (b) Parent's current and future officers, directors and affiliates (including the Surviving CorporationMerger Sub); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", a)"and "(b)" and above; provided, however, that the stockholders of the Company are not deemed to be "(c)" aboveIndemnitees."
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ask Jeeves Inc)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving CorporationPurchaser); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that the shareholders shall not be deemed to be "Indemnitees."
Appears in 1 contract
Indemnitees. Indemnitees" shall mean the following Persons: (a) ParentNetManage; (b) ParentNetManage's current and future affiliates (including the Surviving Corporation)affiliates; (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", " and "(b)" and "(c)" above.
Appears in 1 contract
Samples: Asset Purchase Agreement (Network Computing Devices Inc)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; PROVIDED, HOWEVER, that the Shareholders shall not be deemed to be an "Indemnitee."
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Zamba Corp)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that the Stockholders shall not be deemed to be "Indemnitees."
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Siebel Systems Inc)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above.respective
Appears in 1 contract
Samples: Agreement and Plan of Merger And (Invision Technologies Inc)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives Designated Shareholders' Agents of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; PROVIDED, HOWEVER, that the Designated Shareholders shall not be deemed to be "Indemnitees."
Appears in 1 contract
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives employees, officers and directors of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective permitted successors and assigns of the Persons referred to in clauses "(a)", ," "(b)" and "(c)" above; provided, however, that the shareholders of Peach shall not be deemed to be "Indemnitees."
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dole Food Company Inc)
Indemnitees. Indemnitees" shall mean means the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving CorporationCorporations); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; provided, however, that the Selling Stockholders are not deemed to be "Indemnitees."
Appears in 1 contract
Samples: Affiliate Agreement (Ebay Inc)
Indemnitees. Indemnitees" shall mean means the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving CorporationMerger Sub); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; PROVIDED, HOWEVER, that none of the Stockholders is deemed to be an "Indemnitee."
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Wind River Systems Inc)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates Affiliates (including the Surviving Corporation); (c) the respective Representatives officers, directors, employees, agents, attorneys, accountants and advisors of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above.in
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Aurora Biosciences Corp)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates Affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above.
Appears in 1 contract
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above.the
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Caere Corp)
Indemnitees. Indemnitees" shall mean the following Persons: (a) Parent; (b) Parent's current and future affiliates (including the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and (d) the respective successors and assigns of the Persons referred to in clauses "(a)", "(b)" and "(c)" above; PROVIDED, HOWEVER, that none of the Shareholders shall be deemed to be "Indemnitees."
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Long Terry J)
