Specific Indemnification by the Sole Stockholder Sample Clauses

Specific Indemnification by the Sole Stockholder. The Sole Stockholder covenants and agrees to indemnify, defend, protect and hold harmless FTI, Newco and the Surviving Corporation and their respective officers, directors, employees, Stockholders, assigns, successors and affiliates (individually, an "FTI Indemnified Party" and collectively, "FTI Indemnified Parties") from, against and in respect of: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, sustained, incurred or paid by the FTI Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly, any inaccuracy in, or omission, misrepresentation or breach of the subject matter of Sections 3.4, 3.5 and 3.6 of this Agreement or otherwise arising out of or in connection with any claim of any person or entity that such person or entity owns, holds or has the right to acquire, any capital stock of Teklicon or any security exercisable for or issuable on conversion of any security of Teklicon; (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 8.2;