Indemnification by Surviving Corporation. The Surviving Corporation, hereby indemnifies and holds harmless Parent and each of its affiliates, directors, officers, employees, advisors and agents from and against all claims, liabilities, lawsuits, costs, damages or expenses (including, without limitation, reasonable attorneys' fees and expenses incurred in litigation or otherwise) arising out of and sustained by any of them due to (a) any misrepresentation or breach of any representation, warranty, covenant or agreement of Purchaser contained in this Agreement or any of the Transaction Documents; or (b) the ownership or use of the Assets, including, without limitation, any and all claims, liabilities, Taxes, debts, contracts, agreements, obligations, damages, costs and expenses, known or unknown, fixed or contingent, claimed or demanded by third parties against the Parent arising out of the operation of the Purchaser's business prior to or after the Closing Date (except as to Purchaser's business previously owned and operated by the Company, only after the Closing Date) or as a result of the Transactions, which were not specifically disclosed herein or in the Schedules attached hereto (collectively all claims described in this Section 7.2, being "Section 7.2 Indemnified Claims").
Indemnification by Surviving Corporation. FairPoint and, after the Closing Date, the Surviving Corporation and Buyers shall, jointly and severally, indemnify and hold harmless Supplier and its Affiliates and their respective officers, directors, employees, successors and assigns (collectively, “Supplier Indemnitees”) from and against any expense, claim, loss or damage (including court costs and reasonable attorney’s fees) (“Losses”) suffered or incurred by any of the Supplier Indemnitees in connection with any third-party claims against any of the Supplier Indemnitees arising from or relating to:
Indemnification by Surviving Corporation. Apple South shall indemnify Holders, and their officers, directors, agents, employees, and Affiliates, from and against (i) any losses, damages, Liabilities, costs and expenses, including reasonable attorneys' fees and amounts paid in settlement to a third party, that they may incur or suffer as a result of the actions or omissions to act of the Surviving Corporation or any of its Affiliates following Closing and (ii) any damages, losses, Liabilities, costs, and expenses, including reasonable attorneys' fees and amounts paid in settlement, that result from a breach of any representation, warranty, covenant, or agreement of Apple South contained in this Agreement or any certificate, instrument, agreement or other writing delivered by or on behalf of Apple South or Merger Sub pursuant to this Agreement or in connection with the transactions contemplated herein or in enforcing this indemnification (collectively "Shareholders' Indemnified Losses", and together with Apple South's Indemnified Losses, "Indemnified Losses").
Indemnification by Surviving Corporation. Surviving Corporation shall ---------------------------------------- indemnify, defend and hold the Shareholders of the Merged Corporation, and their respective spouses, heirs and successors and assigns harmless from and against any and all liability and losses (including attorneys' fees and other legal costs) which may be incurred or suffered by any such party and which may arise out of or result from any breach of any representation, warranty, covenant or agreement of Surviving Corporation contained in this Agreement or any agreement or document referred to herein.
Indemnification by Surviving Corporation. (a) From and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless each person who is now an officer or director of the Company against all losses, claims, damages, costs, expenses or liabilities or in connection with any claim, action, suit, proceeding or investigation arising out of the fact that such person is an officer or director of the Company (or out of any action taken by any such person on behalf of the Company), pertaining to any matter existing or occurring on or prior to the Effective Time (including the transactions contemplated by this Agreement), whether asserted or claimed prior to, or on or after, the Effective Time. In each case such indemnification shall be to the full extent permitted under applicable law (and the Surviving Corporation will pay expenses in advance of the final disposition of any such action or proceeding to each such director or officer of the Company seeking indemnification hereunder to the full extent permitted by law).
Indemnification by Surviving Corporation. Subject to Sections 9.5 and 9.6, the Surviving Corporation covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders and their respective agents, representatives, Affiliates, beneficiaries and heirs and employees from and against all Losses incurred by any of such indemnified persons as a result of or arising from (a) any breach of the representations and warranties of SIS set forth herein or in the Schedules or certificates attached hereto, and (b) any breach or nonfulfillment of any covenant or agreement on the part of SIS under this Agreement.
Indemnification by Surviving Corporation. Subject to applicable law and to the extent provided in the Company's Articles of Incorporation and Code of Regulations in effect as of the date of this Agreement, the Surviving Corporation will indemnify each individual who served as a director or officer of the Company as of the Effective Time from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including all court costs and reasonable attorneys' fees and expenses, resulting from, arising out of, relating to, in the nature of, or caused by this Agreement or any of the transactions contemplated herein; provided that, on or prior to the sixth anniversary of the Effective Time, such Persons shall have notified the Company in writing of a claim for such indemnification.
Indemnification by Surviving Corporation. The Surviving Corporation or the Buyer, as the case may be, shall, indemnify and hold harmless Supplier and its Affiliates from and against any expense, claim, loss or damage (including court costs and reasonable attorney’s fees) (“Losses”) suffered or incurred by Supplier or its Affiliates in connection with any third party claims against Supplier or its Affiliates arising from or relating to this Agreement, it being agreed that (i) the limitations set forth in Section 15.1 shall not apply to any claim for indemnification under this Section 16.1 and (ii) the obligations set forth in this Section 16.1 shall not apply with respect to any claimed Loss to the extent such Loss is determined finally in any arbitration proceeding to have been caused by Supplier’s or its Affiliates’ breach of this Agreement.
Indemnification by Surviving Corporation. HMA and the Surviving Corporation agree that all rights to indemnification and all limitations of liability existing in favor of the Indemnified Parties provided by the articles of incorporation and by-laws of the Surviving Corporation or of any of its Subsidiaries as in effect on the date hereof with respect to matters occurring prior to the Effective Time will survive the Merger and will continue in full force and effect, without any amendment thereto, for a period of at least three years from the Effective Time; provided, however, that all rights to indemnification in respect of any Indemnifiable Claim asserted or made within such period will continue until the final disposition of such Indemnifiable Claim.
Indemnification by Surviving Corporation. 43 Section 5.20 Consents to Option Assumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Section 5.21 Efforts and Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 ii. 4
