Indemnification of Parent. 16. The School Bus Operator shall hold the Parent harmless and shall fully indemnify the Parent against all losses, damages, expenses and costs that the Parent may sustain or incur as a result, whether directly or indirectly, out of:
Indemnification of Parent. The Services Manager unconditionally agrees to indemnify, defend and hold harmless Parent and its subsidiaries and their Affiliates, directors, officers, employees, agents, successors and permitted assigns (the “Parent Indemnitees”), from and against, and pay or reimburse such parties for, any losses, claims, liabilities, damages, deficiencies, costs or expenses of any type which they may incur from any breach of, or failure to perform, any covenant or obligation of the Services Manager contained in this Agreement, unless (i) a court or arbitral panel of appropriate jurisdiction shall have determined by a final judgment that is not subject to appeal such losses, claims, liabilities, damages, costs or expenses are as a result of fraud, dishonesty, gross negligence or wilful misconduct of any of the Parent Indemnitees or (ii) such Parent Indemnitees shall have settled such losses, claims, liabilities, damages, costs or expenses without the consent of the Services Manager (such consent not to be unreasonably withheld or delayed).
Indemnification of Parent. The Company (“Company Indemnifying Party”) hereby agrees to indemnify and hold harmless to the fullest extent permitted by applicable law the Parent, each of its Affiliates and each of its and their respective officers, directors, employees, stockholders, attorneys and agents and permitted assignees (each a “Parent Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by any Parent Indemnified Party as a result of or in connection with (a) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Company contained herein or in any of the Additional Agreements or any certificate or other writing delivered pursuant hereto, (b) any Actions by any third parties with respect to the Company (including breach of contract claims, violations of warranties, trademark infringement, privacy violations, torts or consumer complaints) for any period on or prior to the Closing Date.
Indemnification of Parent. (a) Subject to the terms and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4), Parent, the Company and their respective representatives, successors and permitted assigns (the "Parent Indemnitees") shall be indemnified, defended and held harmless from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Parent Indemnitee by reason of, arising out of or resulting from:
Indemnification of Parent. Subject to Section 7.5, the Shareholders (other than Invest Northern Ireland) shall, severally but not jointly (it being understood that with respect to the Shareholders, the term “severally” means that each Shareholder’s total indemnification obligation shall be limited to such Shareholder’s pro rata share of the indemnification obligations of the Shareholders, with the understanding that such pro rata share shall be based upon the respective amount of consideration payable to such Shareholder under Section 1.4 hereof), agree to defend, indemnify, and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including reasonable attorneys’ fees) (“Indemnifiable Amounts”) of every nature whatsoever incurred by Parent by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that if true, would constitute a breach, by Company or any Shareholder of any representation or warranty made by it contained in this Agreement (as modified or supplemented by the Company Disclosure Schedule) or in any certificate or other document delivered to Parent pursuant to the provisions of this Agreement, or (ii) the failure, partial or total, of Company or any Shareholder to perform any agreement or covenant required or contemplated by this Agreement to be performed by it. In the event that the Final Closing Balance Sheet of Company provided by Company to Parent pursuant to Section 3.12 reflects Net Liabilities of more than 464,126£, the amount of any such excess shall be deemed to be an Indemnifiable Amount under this Section 7.1. For purposes hereof, “Net Liabilities” shall mean total liabilities less deferred revenue, current assets and tech royalties as reflected on the Closing Date Balance Sheet. The obligations of any Shareholder to indemnify Parent shall be determined without regard to any right to indemnification to which any Shareholder may have in his or her capacity as an officer, director, employee, agent or any other capacity of Company and no Shareholder shall be entitled to any indemnification from Company for amounts paid hereunder. There shall be no right of contribution from Company or any successor to Company. Notwithstanding the foregoing, in no event shall there be multiple recovery for any Indemnifiable Amounts, and Parent shall not be entitled to recover from a S...
Indemnification of Parent. Purchaser will defend and hold harmless Parent and its Affiliates and their respective officers, directors, employees and agents (the "Parent Indemnified Parties") from and against any losses, liabilities, damages (including consequential damages), actions, claims, demands, regulatory investigations, settlements, judgments and other expenses including, but not limited to, reasonable attorneys fees and expenses ("Losses") which are asserted against, incurred or suffered by any Parent Indemnified Party and which arise from or are related to Purchaser's breach of any representation or warranty (except to the extent indemnification therefor is available under the Acquisition Agreement) or any covenant, condition or duty contained in this Agreement.
Indemnification of Parent. From and after the Effective Time and subject to the limitations contained in this Article XI, the Former Company Stockholders will indemnify, on a several (and not joint) basis, Parent, Merger Sub, the Surviving Corporation and their respective officers, directors, employees and Affiliates (collectively, the “Parent Indemnified Parties”) and hold the Parent Indemnified Parties harmless against any loss, expense, liability or other damage, including court costs and attorneys’ fees, to the extent of the actual amount of such loss, expense, liability or other damage (without regard to the use of any multiplier) (collectively “Damages”) that the Parent Indemnified Parties have incurred by reason of (i) the inaccuracy or breach by the Company of any representation or warranty of the Company contained in Article IV of this Agreement or in the certificate delivered pursuant to Section 9.2(b) of this Agreement (in each case, as such representation or warranty would read if all qualifications as to materiality, including each reference to the defined term “Company Material Adverse Effect,” were deleted therefrom), or (ii) any of the matters set forth on Schedule 4.16 of the Company Disclosure Schedules. All such calculations of Damages shall take into account any offset benefits or insurance proceeds received in connection with the matter out of which such Damages shall arise net of any premium increases directly resulting therefrom and shall take into account any refund, credit or actual reduction in Taxes realized by the Parent Indemnified Parties as a result of such Damages (including any such Tax benefit realized in the taxable period in which such Damages were incurred or a taxable period beginning after the tax period in which such Damages were incurred); provided, that any benefit referred to above that occurs after the Parent Indemnified Parties have recovered Damages in accordance with this Article XI shall be promptly paid to the Former Company Stockholders’ Agent. Each of Parent and Merger Sub shall be deemed to have waived, on behalf of all Parent Indemnified Parties, any claim for Damages arising under clause (i) above if, prior to the Closing, it had actual knowledge and understanding of that misrepresentation or breach (including potential consequences thereof). Notwithstanding anything herein to the contrary, (a) the Parent Indemnified Parties shall not be entitled to seek indemnification with respect to any Damages arising under clause (i) above u...
Indemnification of Parent. (a) The Company Holders agree that, after the Effective Time, Parent, the Surviving Corporation, the Company and their respective Affiliates and any officers, directors, employees or agents thereof (each a “Buyer Indemnified Person”), but only to the extent of funds on deposit in the Indemnity Escrow shall, to the extent provided in this Article IX, be indemnified and held harmless from and against, any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, penalties, assessments, liabilities and out-of-pocket expenses incurred or paid, including reasonable attorneys’ fees, costs of investigation or settlement, other professionals’ and experts’ fees, and court or arbitration costs but specifically excluding, other than in the case of a Third-Party Claim, consequential damages or punitive and exemplary damages (hereinafter collectively referred to as “Damages”), to the extent such Damages are determined by a Final Award, a final order of a court of competent jurisdiction or written agreement of Parent and the Stockholder Representative to have arisen out of or to have resulted from, in connection with, or by virtue of (i) facts or circumstances which constitute an inaccuracy (in the case of any such representation or warranty, as of the date of this Agreement or such earlier specified date as of which such representation or warranty was expressly made (each, an “Earlier Date Representation”) or, except for any Earlier Date Representation, as of and as if made on the Closing Date), misrepresentation, false certification, breach of, default in, or failure to perform, any of the representations, warranties or covenants given or made by the Company in this Agreement or in the certificate delivered pursuant to Section 8.2(c)(i), as qualified by the Company Disclosure Schedules hereto (collectively, the “Company Breaches”), (ii) any Indebtedness, Company Transaction Expense or Closing Taxes to the extent it is not actually reflected in the Closing Indebtedness, Unpaid Company Transaction Expenses or Closing Taxes used to determine the Merger Consideration, (iii) the matters set forth on Schedule 9.1(a) (the “Special Indemnified Matters”) or (iv) any claim made by any Non-Signatory Holders with respect to the Merger (including the treatment of the Merger as an Approved Sale, and a liquidation of the Company under the Company Charter), the Company Charter, this Agreement, the transactions contemplated hereby and thereby, the payment of ...
Indemnification of Parent. (a) Subject to the terms and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4), Parent, the Surviving Corporations and their respective representatives, successors and permitted assigns (the “Parent Indemnitees”) shall be indemnified, defended and held harmless by those Persons who are holders of the Company Capital Stock at the Effective Time, but only to the extent of the Escrow Shares, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Parent Indemnitee by reason of, arising out of or resulting from:
Indemnification of Parent. From and after the Closing Date, the Founders shall severally and not jointly (and not jointly and severally), in proportion to their relative ownership of Voting Common Stock as of immediately prior to the Closing, indemnify and hold harmless Parent, Merger Sub, its Affiliates (including, after the Closing, the Surviving Company and its subsidiaries) and their respective successors (collectively, the “Parent Indemnified Parties”) from and against Losses incurred by any Parent Indemnified Party that result from (a) any Founder intentionally taking any action, or intentionally failing to take any action, that causes a breach of any covenant, agreement or obligation required to be performed pursuant to this Agreement by the Company prior to the Closing (and if only one Founder meets the foregoing standard only such Founder shall be liable hereunder with respect to the applicable claim but such Founder, for the avoidance of doubt, shall be liable for 100% of the applicable Losses, subject to the limitations set forth in this Article VIII) or (b) the matters set forth on Schedule 8.2 or Schedule 8.2A; provided, however, that the Parent Indemnified Parties’ rights to assert claims for Losses pursuant to this Section 8.2 shall be subject to the limitations set forth in this Article VIII (except, to the extent applicable, as provided in Schedule 8.2 or Schedule 8.2A). The Founders in their sole discretion may elect to satisfy any indemnification obligation under this Section 8.2 by forfeiting shares of Parent Common Stock then held by the Founders having an aggregate value equal to the amount of such indemnification obligation, with such shares valued at the greater of (i) the Parent Stock VWAP and (ii) the average of the daily volume weighted average price per share of Parent Common Stock on the New York Stock Exchange (or on the principal exchange on which the shares of Parent Common Stock are then traded) for the thirty (30) consecutive days on which the New York Stock Exchange (or such other exchange) is open for trading ending on the last such day immediately prior to the date of such forfeiture.
