Parent Indemnification. Effective at and after the Effective Time, Parent hereby indemnifies the Equityholders, their Affiliates and their respective successors and assignees (collectively, the “Equityholder Indemnified Parties”) against and agrees to hold each of them harmless from any and all Losses incurred or suffered by the Equityholder Indemnified Party arising out of (i) any misrepresentation or breach of warranty made by the Parent or Merger Sub 80 pursuant to this Agreement or in any certificate or other writing delivered pursuant hereto or (ii) any breach of covenant or agreement to be performed by the Company pursuant to this Agreement or in any certificate or other writing delivered pursuant hereto or thereto; provided, that Parent’s maximum aggregate liability shall not exceed the General Escrow Amount; and provided further, that the Equityholder Indemnified Parties can only execute any claim pursuant to this Section 10.02(b) against Parent through the Equityholder Representative.
Parent Indemnification. (a) From and after the consummation of the Merger, subject to the terms and limitations of this ARTICLE VIII, Parent shall indemnify and hold harmless the Seller Indemnifying Parties and their respective directors, officers and other employees (each, an “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”), from and against all Losses paid, incurred, suffered or sustained by the Seller Indemnified Parties, or any of them (regardless of whether or not such Losses relate to any third party claims), resulting from or arising out of any of the following:
Parent Indemnification. Subject to the other provisions of this Section 10, from and after the Effective Time, Parent shall indemnify and hold harmless each Seller and each of their respective Affiliates, officers, directors, agents and employees and each of their heirs, executors, successors and assigns of any of the foregoing (collectively, the “Target Indemnified Person”) from and against any and all Indemnifiable Losses arising out of:
Parent Indemnification. Except as otherwise provided in this Agreement, Parent shall indemnify, defend and hold harmless Cortigent and its directors, officers and employees, and their respective successors and assigns (collectively, the “Cortigent Indemnitees”), from and against any and all losses, claims, damages, liabilities and expenses (collectively, “Losses”) of the Cortigent Indemnitees solely or primarily relating to, arising out of or resulting the matters listed on Schedule 6.2 attached hereto.
Parent Indemnification. Parent shall indemnify, defend and hold harmless CoalCo and its Affiliates from and against any Losses suffered or incurred by CoalCo or any of its Affiliates arising out of or relating to any breach of applicable Law or the willful misconduct or gross negligence of Parent or its Affiliates related to this Agreement or the performance or non-performance of the Transition Services (including any performance or non-performance by any Third Party engaged by Parent or any of its Affiliates solely to the extent the Losses from performance or non-performance arise from any willful misconduct or gross negligence by Parent or such Affiliate under such Third Party agreement or arrangement).
Parent Indemnification. Subject to the terms and conditions of this Article VII (including, without limitation, the limitations set forth in Section 7.4), Parent and the Surviving Corporation and their respective representatives, successors and permitted assigns (the "PARENT INDEMNITEES") shall have the right to recover from the Escrow Agent out of the Escrow Fund, any and all Losses asserted against, resulting to, imposed upon, or incurred by any Parent Indemnitee by reason of, arising out of or resulting from:
Parent Indemnification. Subject to Section 8.1, from and after the Effective Time, Parent and the Surviving Corporation and their respective Affiliates, officers, directors, stockholders, representatives and agents (collectively the “Parent Indemnitees”) shall be indemnified and held harmless by each Equityholder, who shall be liable severally (pro rata) and not jointly, from and against and in respect of any and all Losses incurred by, resulting from, arising out of, relating to, imposed upon or incurred by Parent or the Surviving Corporation or any other Parent Indemnitee by reason of:
Parent Indemnification. Effective at and after the Effective Time, Parent hereby indemnifies Company Stockholder and his assignees (collectively, the “Stockholder Indemnitees”) against and agrees to hold each of them harmless from any and all Damages incurred or suffered by the Stockholder Indemnitees arising out of (a) any inaccuracy in or material breach of any representation or warranty made by Parent or either Merger Sub as of the date of this Agreement; (b) any inaccuracy or breach of any representation or warranty made by Parent or either Merge Sub (i) in this Agreement as if such representation or warranty was made as of the Closing; or (ii) in the Parent’s closing certificate; or (c) any breach of any covenant or obligation of Parent, either Merger Sub or either Surviving Corporation in this Agreement; provided, that Parent’s maximum aggregate liability shall not exceed an amount equal to $250,000.
Parent Indemnification. Parent agrees to indemnify and hold harmless each Company Stockholder whose shares are included in the Registration Statement against any losses, claims, damages, expenses or liabilities to which such Company Stockholder may become subject by reason of any untrue statement of a material fact contained in the Registration Statement or any omission of a fact required to be stated therein in order to make such statements not misleading, except insofar as such losses, claims, damages, expenses or liabilities arise out of or are based upon information provided to Parent by or on behalf of any Company Stockholder for use in the Registration Statement. Parent shall have the right to assume the defense and settlement of any claim or suit for which Parent may be responsible for indemnification pursuant to this Section 9.6.
Parent Indemnification. Except as set forth below, Parent agrees to indemnify the Company and its subsidiaries, and each of the Company’s and its subsidiaries’ respective officers, directors, stockholders, employees and agents (collectively, the “Seller Indemnified Parties”) from and against any and all Losses which any of the Seller Indemnified Parties may incur or sustain, or to which any of the Seller Indemnified Parties may be subjected, arising out of:
