by Newco. Each Party, jointly and severally with its Affiliated Group, agrees to pay and to indemnify and hold the other Party harmless from and against the amount of Restructuring Taxes and liability to shareholders allocated to such first Party under this subsection 2.3(c).
by Newco. (i) upon a breach of any covenant or agreement on the part of the Company, or if any representation or warranty of the Company shall be untrue, in any case such that the conditions set forth in Section 5.2(a) or Section 5.2(b) would not be satisfied (assuming that the date of such determination is the Closing Date); provided that if such breach is curable by the Company through the exercise of reasonable best efforts and the Company continues to exercise such reasonable best efforts, Newco may not terminate this Agreement under this Section 6.1(d)(i); or
by Newco. NewCo shall indemnify, hold harmless and defend BBI from and against any and all claims, disputes, demands, causes of action, suits, proceedings, losses, damages, liabilities, obligations, costs, and expenses of every kind and nature, including without limitation reasonable attorneys' fees and legal costs and expenses in connection therewith, whether known or unknown, and whether now existing or hereafter arising, which may be threatened against, incurred, undertaken, received or paid by BBI:
by Newco. (i) if the Company (A) shall have breached any of the covenants or agreements contained in this Agreement to be complied with by the Company such that the closing condition set forth in Section 7.2(b) would not be satisfied or (B) there exists a breach of any representation or warranty of the Company contained in this Agreement such that the closing condition set forth in Section 7.2(a) would not be satisfied, and, in the case of either (A) or (B), such breach is incapable of being cured by the Termination Date or is not cured by the Company within twenty (20) Business Days after the Company receives written notice of such breach from Newco;
by Newco. If any matter subject to indemnification hereunder arises in the form of a claim against NewCo, its successors and assigns (collectively, "Indemnitee") (herein referred to as a "Third Party Claim"), the applicable Indemnitee promptly shall give notice and details thereof, including copies of all pleadings and pertinent documents, to BBI. Within fifteen (15) days of such notice, BBI either (i) shall pay the Third Party Claim either in full or upon agreed compromise or (ii) shall notify the applicable Indemnitee and NewCo that BBI disputes the Third Party Claim and intends to defend against it, and thereafter shall so defend and pay any adverse final judgment or award in regard thereto. Such defense shall be controlled by BBI and the cost of such defense shall be borne by BBI except that the applicable Indemnitee shall have the right to participate in such defense at its own expense and provided that BBI shall have no right in connection with any such defense or the resolution of any such Third Party Claim to impose any cost, restriction, limitation or 40 condition of any kind upon any of the parties comprising Indemnitee hereunder. NewCo agrees that it shall cooperate in all reasonable respects in the defense of any such Third Party Claim, including making personnel, books and records relevant to the Third Party Claim available to BBI without charge therefor except for out-of-pocket expenses. If BBI fails to take action within fifteen (15) days as hereinabove provided or, having taken such action, thereafter fails diligently to defend and resolve the Third Party Claim, the parties comprising Indemnitee shall have the right to pay, compromise or defend the Third Party Claim and to assert the indemnification provisions hereof. Each of the parties comprising Indemnitee also shall have the right, exercisable in good faith, to take such action as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by BBI.
by Newco. Newco agrees to indemnify and hold harmless, to the full extent permitted by law, each Selling Stockholder, its officers, directors and agents, and each person, if any, who controls any of the foregoing persons within the meaning of the Securities Act against all losses, claims, damages, liabilities and expenses, joint or several
by Newco. Newco agrees to indemnify and hold harmless, to the full extent permitted by law, each Selling Stockholder, its officers, directors and agents, and each person, if any, who controls any of the foregoing persons within the meaning of the Securities Act against all losses, claims, damages, liabilities and expenses, joint or several (including reasonable fees of one counsel for all Selling Stockholders) ("Losses"), to which each indemnified party may become subject under the Securities Act, state and provincial securities laws or otherwise in respect thereof insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto (the "Disclosure Documents") or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information with respect to such Selling Stockholder furnished in writing to Newco by such Selling Stockholder expressly for use therein. In connection with an underwritten offering, Newco will indemnify the underwriters thereof, their officers and directors and each person who controls such underwriters (within the
by Newco. From and after the Newco Distribution Time, Newco shall in a writing reasonably satisfactory to Purchaser assume and agree to pay, perform and fully discharge all obligations of the Company under this Article XI and shall agree in a writing reasonably satisfactory to Purchaser to indemnify and hold harmless Purchaser from and against all losses (including reasonable attorneys' and accountants' fees and expenses, resulting from or based on any breach by the Company of the covenants set forth in clauses (ii), (iv), (vii), (x), (xi) and, with respect to the foregoing, (xiii) of Section 8.01(d).
by Newco if (a) the individuals who as of the date of this Agreement constituted the Board of Directors of Parent and (b) any other individuals who become directors of Parent between the date of this Agreement and the Closing Date and whose election to the Board of Directors of Parent or whose nomination for election to the Board of Directors of Parent by the stockholders of Parent were approved by a majority of the directors of Parent then in office who are referred to in clause (a) or this clause (b), cease for any reason to constitute a majority of the Board of Directors of Parent;
by Newco if as a result of closing a tender offer or exchange offer that was not approved or recommended by the Board of Directors of Parent prior to the commencement of such tender offer or exchange offer, any Person (collectively with such Person's Affiliates) acquires 35% or more of the issued and outstanding Parent Common Stock;
