Indemnification of Parent Indemnified Parties. (a) Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto. For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement.
Indemnification of Parent Indemnified Parties. (a) From and after the Closing (but subject to the provisions of this Article IX), the Representative (in its capacity as such) will indemnify Parent and its Affiliates and each of their officers, directors, employees or agents (each, a “Parent Indemnified Party” and collectively, the “Parent Indemnified Parties”) from and against any and all losses, liabilities, Taxes, damages, expenses, penalties, fines, and costs (including reasonable legal and accounting fees and expenses and the cost of investigation and defense) whether or not involving a third party claim, but excluding any reduction in Tax net operating loss or other Tax attribute of the Company or its Subsidiaries that does not result in an increase in Pre-Closing Taxes (“Losses”), suffered by any Parent Indemnified Party to the extent arising out of, in connection with, or related to (i) any breach of any representation or warranty of the Company set forth in this Agreement or by any Stockholder in the Letter of Transmittal delivered by such Stockholder, (ii) the breach of any covenant or agreement made by (x) the Company in Section 7.2(b), Section 7.3, Section 7.9, Section 7.10, Section 7.11, and Section 7.14 to be performed prior to the Closing (the “Specified Covenants”) or (y) the Representative to be performed following the Closing, (iii) any Adjustment Escrow Deficiency Amount in accordance with Section 3.7, and (iv) any item set forth on Schedule 9.1(a)(iv).
Indemnification of Parent Indemnified Parties. (a) Subject to the terms and limitations in this ARTICLE X, from and after the Closing, the Participating Securityholders shall indemnify and hold harmless the Parent Entities, the Surviving Corporation, their respective Affiliates and their respective Representatives, successors and assigns (collectively, the “Parent Indemnified Parties”), severally (and not jointly and severally) in accordance with their respective Pro Rata Portion, from and against all Losses that any Parent Indemnified Party may at any time suffer, incur or become subject to as a result of or arising from:
Indemnification of Parent Indemnified Parties. Each Indemnifying Holder shall be deemed to have agreed upon surrender of his, her or its certificate(s) which immediately prior to the Effective Time represented shares of Company Stock, and hereby agrees, to indemnify, defend and hold harmless Parent, Merger Sub, their respective Affiliates (including, following the Effective Time, the Surviving Corporation and the Company Subsidiaries) and their respective directors, officers, employees, stockholders, agents, representatives, successors and assigns (collectively, the “Parent Indemnified Parties”) from and against, and such Parent Indemnified Parties shall be entitled to be compensated and reimbursed for, any and all Damages based upon, arising from or related to any of the following (each a “Parent Claim”):
Indemnification of Parent Indemnified Parties. Subject to the limitations on liability set forth in Section 14.3(a) below, each Indemnifying Securityholder who accepts payment of the applicable portion of the Closing Consideration pursuant to this Agreement pursuant to Section 2 shall be deemed to have agreed, and hereby agrees, to indemnify, defend and hold harmless, severally and not jointly, the Parent Indemnified Parties from and against, and such Parent Indemnified Parties shall be entitled to be compensated and reimbursed for, any and all Damages arising from or related to (a) any Fraud Claim and (b) any misrepresentation or breach or failure of Section 3.4 as it related to such Indemnifying Securityholder's Company Stock. The Stockholder Written Consents and the Offer Package Agreements shall contain provisions pursuant to which any Indemnifying Securityholder that executes such documents shall expressly agree to the foregoing indemnification and the other terms of this Agreement that are intended to be binding upon the Indemnifying Securityholders.
Indemnification of Parent Indemnified Parties. Subject to this Section 6.3, from and after the Closing Date, Parent, Federal, Purchaser, each Affiliate of Parent and their respective directors, officers, employees, Affiliates, representatives, successor and assigns (collectively “Parent Indemnified Parties”) shall be entitled to payment and reimbursement from the Company and Stockholders, jointly and severally (collectively the “Parent Indemnifying Parties”) of the amount of Losses suffered, incurred or paid by any Parent Indemnified Party, by reason of or otherwise arising from (a) any breach by the Company, any Stockholder or Voting Trustee of any covenant, agreement or obligation in this Agreement (whether to be performed before, on or after the Closing Date), (b) in respect of any Excluded Liabilities, (c) any misrepresentation or inaccuracy in, or breach of, any representation or warranty made by the Company, any Stockholder or Voting Trustee in Article 3 or any Exhibits or the certificates or other Closing documents delivered pursuant Section 7.2, or (d) any one or more Covered Matters. Notwithstanding anything herein to the contrary, if there is a misrepresentation or inaccuracy in, or a breach of, a representation or warrant in Article 3 or in a certificate given pursuant to Section 7.2.1 which has a Materiality Qualification (which breach shall be determined giving effect to such Materiality Qualification), the Parent Indemnified Parties shall be entitled to indemnification for all Losses suffered, incurred or paid by any Parent Indemnified Party by reason of or otherwise arising from such aforesaid misrepresentation, inaccuracy or breach, with such indemnifiable Losses determined as if the Materiality Qualification were deleted from the one or more respective misrepresented, inaccurate or breached representations and warranties subject to Section 6.3.5.2 and all other applicable terms and conditions of Section 6.3.
Indemnification of Parent Indemnified Parties. After the Effective Time, Parent and its Affiliates (including, after the Effective Time, the Surviving Corporation), officers, directors, employees, agents, successors and assigns (collectively, the "Parent Indemnified Parties", shall be indemnified and held harmless for any and all liabilities, losses, damages, claims, incidental damages, interest, awards, judgments and penalties (including reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them (including, without limitation, in connection with any action brought or otherwise initiated by any of them) (hereinafter, a "Loss" and collectively, "Losses"), arising out of or resulting from (without duplication):
Indemnification of Parent Indemnified Parties. 39 SECTION 10.2 INDEMNIFICATION OF THE COMPANY INDEMNIFIED PARTIES . . . . . . . . . . . . . . . . . . . . 40 SECTION 10.3 DEFENSE OF THIRD-PARTY CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 SECTION 10.4 DIRECT CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 SECTION 10.5 LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 SECTION 10.6 RECOURSE AGAINST ESCROWED SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 ARTICLE XI TERMINATION, AMENDMENT AND WAIVER
Indemnification of Parent Indemnified Parties. Subject to the overall limitations and time limitations set forth in Section 10.5 below, Interest Holder agrees to indemnify and hold harmless Parent and the Company and their respective officers, directors, employees, consultants, stockholders and affiliates (which after the Closing shall include the Company) (collectively, the "Parent Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, "Damages") which any of the Parent Indemnified Parties may sustain, or to which any of Parent Indemnified Parties may be subjected, relating to or arising directly or indirectly out of any breach or default by the Company or the Interest Holder of any of their representations or warranties contained in Article V or VI hereof (determined without regard to any qualifications as to materiality in such representations or warranties) or any covenants or agreements under this Agreement. Any Damages which any Parent Indemnified Party sustains, or to which any of the Parent Indemnified Parties may be subjected, are referred to herein as "Parent Indemnified Costs".
Indemnification of Parent Indemnified Parties. Each Escrow Participant shall be deemed to have agreed, and hereby agrees, to indemnify, defend and hold harmless the Parent Indemnified Parties from, against and in respect of, and to pay the Parent Indemnified Parties the amount of, any and all Damages suffered or incurred by any of the Parent Indemnified Parties or to which any of the Parent Indemnified Parties may otherwise become directly or indirectly subject (regardless of whether or not such Damages relate to any Third Party Claim), and that arise from or as a result of, or are directly or indirectly connected with any of the following (each a “Parent Claim”):
