Parent Indemnitees Sample Clauses

Parent Indemnitees. Section 10.2.1....................73

Parent Indemnitees. “Parent Indemnitees” shall mean Parent and its affiliates (including, after the Effective Time, the Surviving Corporation) and their respective officers, directors, employees, successors and assigns; provided, however, that the Eligible Stockholders shall not be deemed to be “Parent Indemnitees.”

Parent Indemnitees. 6 Parent Net Working Capital Calculation.................................... 10 Payment................................................................... 38

Parent Indemnitees. Subject to the limitations set forth herein, Founders covenant and agree to defend, indemnify and hold harmless Parent and Merger Sub, and their respective Affiliates and the respective officers, directors, employees, agents, advisers and representatives of the foregoing, which for the avoidance of doubt shall exclude any Founder or Affiliate thereof, the (“Parent Indemnitees”), from and against, and to pay or reimburse the Parent Indemnitees for, any and all Liabilities, losses, fines, costs, or damages, including all reasonable fees of legal counsel incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), based on, resulting from, arising out of or relating to: (a) any breach of any representation or warranty of Founders or the Company contained in this Agreement (except the representations and warranties contained in Section 2.8); (b) any failure of Founders to perform any covenant or agreement made or contained in this Agreement, or fulfill any obligation in respect thereof; (i) any Taxes of the Company or any of its Subsidiaries arising on or prior to June 30, 2011 but solely to the extent such Taxes are not accrued for in the Financial Statements or the amounts thereof disclosed in the footnotes thereto, (ii) any Taxes resulting from the transactions contemplated by this Agreement (any indemnifiable Losses in respect of which shall be reduced by any Tax benefits realized by Parent on account of such Taxes), (iii) any breach of any representation or warranty contained in Sections 2.8(j) or 2.8(k) of this Agreement and (iv) any Taxes of the Company or its Subsidiaries incurred outside the ordinary course of business after June 30, 2011 but prior to the Closing Date; (d) any Indebtedness; (e) any Company Transaction Expenses to the extent not paid at the Closing; (f) the allocation or distribution of the Merger Consideration to the Company Securityholders as set forth in the Merger Consideration Distribution Certificate, and Section 1.8, Section 1.9 and Section 1.10 hereof; and (g) dissenters’, appraisal or similar rights under any Law. For the avoidance of doubt, any indemnification claim made by any Parent Indemnitee with respect to Taxes shall be made pursuant to Section 6.1(c) and not under any other provision of this Agreement.