Common use of By the Parent Clause in Contracts

By the Parent. The Parent agrees to indemnify and hold harmless, to the fullest extent permitted by law, (i) each Holder and, as applicable, its affiliates, officers, directors, employees, representatives and agents (collectively, the “Holder Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Holder Indemnified Person, in each case, from and against all losses, claims, actions, judgments, damages, liabilities, costs and expenses, including reasonable expenses of investigation and reasonable attorneys’ fees and expenses (collectively, “Losses”) caused by, arising out of, resulting from, based on or relating to (A) any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case, except insofar as the same are caused by any information furnished in writing to the Parent by any Holder Indemnified Persons expressly for inclusion therein. In connection with an Underwritten Offering and without limiting any of the Parent’s other obligations under this Agreement, the Parent shall also provide customary indemnities to (i) such underwriters and their affiliates, officers, directors, employees, representatives and agents (collectively, the “Underwriter Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Holder Indemnified Person and the person controlling such Holder Indemnified Persons.

By the Parent. The From and after the Share Purchase Closing with respect to the Share Purchases and from and after the Merger Closing with respect to the Merger, the Parent agrees to shall, and shall cause the Company Group to, indemnify and hold harmless, to the fullest extent permitted Shareholder harmless from and against any Damages incurred or sustained by law, the Shareholder as a result of (i) each Holder andnon-fulfillment of any covenant or the breach of any representation or warranty on the part of the Parent or Merger Sub contained in this Agreement, or (ii) the ownership of the Foreign Subsidiary Shares, the Merger or the business or operations of the Company Group, after the Share Purchase Closing in the case of the Share Purchases and after the Merger Closing in the case of the Merger, provided that there shall not be any duplicative payments or indemnities by the Parent, and provided, further, that any indemnification relating to Tax matters shall be governed solely by Section 7.4. Notwithstanding anything in this Agreement to the contrary: (a) The amount of any Damages incurred by the Shareholder shall be reduced by the net amount of the Tax benefits realized by the Shareholder or any of its Affiliates (other than the Company Group) by reason of such Damage. (b) The amount of any Damages incurred by the Shareholder shall be reduced by the net amount the Shareholder or any of its Affiliates recovers (after deducting all reasonable attorneys’ fees, out-of-pocket expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Shareholder shall use reasonable efforts to effect any such recovery. (c) The Shareholder shall not be entitled to indemnification for those portions of any Damages that were subject to an adjustment to any Foreign Subsidiary Purchase Prices or the Merger Consideration pursuant to Section 4. (d) The Shareholder shall be entitled to indemnification under Section 11.2.2(i) (with respect to breaches of representations and warranties only and not with respect to the non-fulfillment of any covenants only with respect to that portion of the aggregate amount of its Damages (reduced as provided in paragraph (a) and (b) above) that exceeds $6,000,000. (e) The aggregate amount of Damages payable to the Shareholder under Section 11.2.2(i) shall not exceed 20% of the sum of the Foreign Subsidiary Purchase Price and Merger Consideration. (f) The Parent shall not be liable for any Damages, as reduced pursuant to clauses (a) and (b) above, for any Shareholder Retained Litigation, as applicable, its affiliates, officers, directors, employees, representatives and agents (collectively, the “Holder Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Holder Indemnified Person, in each case, from and against all losses, claims, actions, judgments, damages, liabilities, costs and expenses, including reasonable expenses of investigation and reasonable attorneys’ fees and expenses (collectively, “Losses”) caused by, arising out of, resulting from, based on or relating to (A) any untrue statement or alleged untrue statement of a material fact contained in any Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case, except insofar as the same are caused by any information furnished in writing to provided the Parent by any Holder Indemnified Persons expressly for inclusion therein. In connection with an Underwritten Offering complies with, and without limiting any of permits the Parent’s other obligations under this AgreementShareholder and its Affiliates to exercise their respective rights under, the Parent shall also provide customary indemnities to (i) such underwriters and their affiliates, officers, directors, employees, representatives and agents (collectively, the “Underwriter Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Holder Indemnified Person and the person controlling such Holder Indemnified Persons11.2.3(b).

By the Parent. The Parent agrees to indemnify shall indemnify, save and hold harmless, to harmless the fullest extent permitted by law, Shareholders and their respective Affiliates and Representatives (ithe "Parent Indemnified Parties") each Holder and, as applicable, its affiliates, officers, directors, employees, representatives and agents (collectively, the “Holder Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Holder Indemnified Person, in each case, from and against any and all losses, claims, actions, judgments, damages, liabilities, costs and expenses, including reasonable expenses of investigation and reasonable attorneys’ fees and expenses (collectively, “Losses”) caused byDamages incurred in connection with, arising out of, resulting from, based on from or relating to incident to: (Ai) any untrue statement Breach of any representation or alleged untrue statement of a material fact contained warranty made by the Parent or the Acquiror in any Shelf Registration Statement, Prospectus Transaction Document or preliminary Prospectus or in any amendment or supplement theretocertificate delivered by, or any documents incorporated therein by reference, or (B) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case, except insofar as the same are caused by any information furnished in writing to the Parent by any Holder Indemnified Persons expressly for inclusion therein. In connection with an Underwritten Offering and without limiting any of the Parent’s other obligations under this Agreementon behalf of, the Parent shall also provide customary indemnities to (i) such underwriters and their affiliates, officers, directors, employees, representatives and agents (collectively, or the “Underwriter Indemnified Persons”) and Acquiror in connection herewith or therewith; (ii) each person who controls any Breach of any covenant or agreement made by the Parent or the Acquiror in any Transaction Document (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Actiii) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification Damages of any nature (and exceptions theretoabsolute, accrued, contingent, asserted, unasserted or otherwise) of the Holder Parent or the Acquiror or any ERISA Affiliate of the Parent or the Acquiror arising under or related to any Plan or Other Benefit Obligation to the extent that such Liability is caused by actions or events occurring after the Closing; (iv) any Liability arising out of CERCLA, any equivalent state statute or any other Environmental Law to the extent that such Liability is caused by actions or events occurring at a Facility after the Closing; (v) any products or services related to the Business sold by the Surviving Corporation after the Closing; and (vi) any Damages arising from the Shareholders' guarantees of that certain Lease, dated June 29, 1999, by and between the Target and Rio Properties I, LLC. Any representation or warranty made by the Parent or the Acquiror in any Transaction Document or in any certificate delivered by, or on behalf of, the Parent or the Acquiror in connection herewith or therewith that is qualified by references to materiality or to whether or not any Breach thereof would result or could reasonably be expected to result in a Material Adverse Change shall be deemed to have been breached in the event that the Damages suffered by the Parent Indemnified Person Parties, individually or in the aggregate, as a result of the failure of such representation or warranty to be true and correct (without giving effect to any such materiality qualifier contained therein) exceed $50,000; provided that the person controlling fact that any such Holder Indemnified PersonsDamages do not exceed, individually or in the aggregate, $50,000 shall be disregarded for purposes of determining whether the events, circumstances or occurrences that resulted in or led to such Damages are material or would or could reasonably be expected to result in a Material Adverse Change.