Parent Indemnified Parties. Subject to the provisions of Sections 6.1 and 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Surviving Corporation, Merger Sub and any of their assignees (including lenders) and all of their respective officers, directors, employees, representatives, agents, advisors and consultants and all of their respective heirs, legal representatives, successors and assigns (collectively the "Parent Indemnified Parties") from and against any and all damages, liabilities, losses, loss of value (including the value of adverse effects on cash flow or earnings), claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs, including reasonable attorneys' fees and court costs (collectively "Losses") arising from, out of or in any manner connected with or based on:
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 and 8.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Company and any of their assignees (including lenders) and all of their respective officers, directors, employees, representatives, agents, advisors and consultants and all of their respective heirs, legal representatives, successors and assigns (collectively the "Parent Indemnified Parties") from and against any and all damages, liabilities, losses, claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs, including reasonable attorneys' fees and court costs (collectively "Losses") arising from, out of or in any manner connected with or based on:
Parent Indemnified Parties. Section 8.1
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 5.1 and 5.3 hereof, the Stockholders, jointly and severally, shall indemnify, save and hold harmless Parent, the Company and any of their assignees (including lenders) and all of their respective officers, directors, employees, representatives, agents, advisors and consultants and all of their respective heirs, legal representatives, successors and assigns (collectively the "Parent Indemnified Parties") from and against any and all damages, liabilities, losses, claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs, including reasonable attorneys' fees and court costs (collectively " Losses") arising from, out of or in any manner connected with or based on:
Parent Indemnified Parties. 8.02(a) Parent Material Adverse Effect..................................10.02(a) Parent Permits..................................................4.06
Parent Indemnified Parties. The rights of the Parent Indemnified Parties to indemnification pursuant to the provisions of Section 10.2 are subject to the following limitations:
Parent Indemnified Parties. Subject to the provisions of Sections 6.1 and 6.3 hereof, the Shareholders, jointly and severally with respect to representations regarding the Company, and severally with respect to their individual representation, shall indemnify, save and hold harmless the Parent, the Surviving Corporation, Merger Sub and any of their assignees (including lenders) and all of their respective officers, directors, employees, representatives, agents, advisors and consultants and all of their respective heirs, legal representatives, successors and assigns (collectively the "Parent Indemnified Parties") from and against any and all damages, liabilities, losses, loss of value (including the value of adverse effects on cash flow or earnings), claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs, including reasonable attorneys' fees and court costs (collectively "Losses") arising from, out of or in any manner connected with or based on:
Parent Indemnified Parties. 17 -vii-
Parent Indemnified Parties. 62 6.2.2. Stockholder Indemnity....................................63 6.2.3. Parent Indemnity.........................................63 6.3. Limitations......................................................64 6.4. Notices..........................................................64 6.4.1. Indemnification Notice...................................64 6.4.2. Tax Proceeding Notices...................................65 6.5.
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 6.1 and 6.3, each Majority Stockholder shall indemnify, save and hold harmless Parent, the Company, the Company Subsidiaries and their Permitted Assignees (as defined below) and their respective officers, directors, employees, representatives, agents, advisors and consultants and all of their respective heirs, legal representatives, successors and assigns (collectively the "Parent Indemnified Parties") from and against any and all damages, liabilities, losses, claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs, including reasonable attorneys' fees and court costs (calculated after taking into consideration the net tax benefits actually realized by Parent or the Company from such items to the extent deductible, depreciable or amortizable; provided, however, that if any indemnification payment to be received by a Parent Indemnified Party will result in a tax burden to such Parent Indemnified Party, such tax burden shall be netted against the tax benefit realized by such Parent Indemnified Party) (collectively "Losses") arising from, out of or in any manner connected with or based on:
