Company Indemnified Parties. Each member of the Investor Group included in a Registration Statement will, severally and not jointly, indemnify and hold harmless the Company, each of the Company’s directors, officers, employees, affiliates, partners, members, attorneys and agents and each Person, if any, who controls the Company within the meaning of the Securities Act, any Underwriter, each of the Underwriter’s officers, directors and partners, and any controlling Person of any such Underwriter (“Company Indemnified Party”), against any losses, expenses, judgments, actions, claims, damages, or liabilities (joint or several) to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act or other Applicable Law, insofar as such losses, expenses, judgments, actions, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent that such Violation occurs in reliance upon written information furnished by such member of the Investor Group expressly for use in connection with registration pursuant to any registration statement or related preliminary, final or summary prospectus, including any amendments or supplements thereto; and such member of the Investor Group shall promptly pay any legal or other expenses reasonably incurred by the Company Indemnified Party in connection with investigating or defending any such loss, expense, judgment, claim, damage, liability or action.
Company Indemnified Parties. 29 Deductible.......................................................................30
Company Indemnified Parties. “Company Indemnified Parties” shall have the meaning set forth in Section 11.1(b) hereof.
Company Indemnified Parties. (a) Following the First Closing, the Company hereby agrees to indemnify, pay and hold each Investor, and each of its officers, directors and employees (collectively, the “Company Indemnified Parties”) harmless from and against any and all liabilities, costs, expenses, obligations, losses, damages, penalties, actions, judgments, suits, claims and disbursements of any kind or nature whatsoever (but including only the reasonable fees and expenses of one counsel) actually incurred by a Company Indemnified Party, in any manner relating to or arising out of any of the following (collectively, “Company Indemnified Liabilities”):
(i) the failure of any of the representations and warranties set forth in Section 2 of this Agreement to be true and correct as of the date of this Agreement;
(ii) the failure of any of the Closing Representations that constitute Designated Representations made at a Closing that is consummated to be true and correct as of the date of such Closing, after giving effect to the Signing Disclosures (and for the avoidance of doubt, without giving effect to any Updated Disclosures); or
(iii) the failure of any of the Closing Representations that do not constitute Designated Representations made at a Closing that is consummated to be true and correct as of the date of such Closing, after giving effect to the Signing Disclosures and the Updated Disclosures as of such Closing.
(b) Each Company Indemnified Party shall give the Company prompt written notice of any third-party claim (a “Third-Party Claim”) that might give rise to Company Indemnified Liabilities setting forth a description of those elements of such Third-Party Claim of which such Indemnified Party has knowledge; provided, that any delay or failure to give such notice shall not affect the obligations of the Company unless (and then solely to the extent) the Company is prejudiced by such delay or failure. The Company shall have the right at any time during which such Third-Party Claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided, that the Company will not settle any such Third-Party Claim without (i) the appropriate Company Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed or (ii) obtaining an unconditional release of the appropriate Company Indemnified Party from all claims arising out of or in any way relat...
Company Indemnified Parties. 46 Company Insiders.......................................................................................................................... 51
Company Indemnified Parties. 5.5 CPA Firm...................................................... 2.6(b) Environmental Claim........................................... 3.12(a) Final Amount.................................................. 2.6(c) Holland Companies Employees................................... 3.11(d) Holland Employee Arrangements................................. 3.11(b) Holland Employee Benefit Plans................................ 3.11(a) Holland Intellectual Property Rights.......................... 3.14(a) Holland Permits............................................... 3.10
Company Indemnified Parties. 6.09(a) Company Loan Agreements................................... 6.08(d) Company Loans............................................. 6.08(d) Company Loans Amount...................................... 6.08(b) Company Loans Claim....................................... 6.08(b) Company Material Adverse Effect........................... 3.01(a) Company Optionholder...................................... 2.04
Company Indemnified Parties. 6.7(a) Company Intellectual Property Rights........................................................ ARTICLE 1
Company Indemnified Parties. From and after the Effective Time, each of Parent and the Surviving Corporation agrees that it will indemnify and hold harmless each present and former director and officer of the Company when acting in such capacity, determined as of the Effective Time (the “Company Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any civil, criminal or administrative action, suit, claim, investigation or other proceeding (other than any such proceeding brought by or on behalf of, or otherwise involving as a plaintiff or a claimant, a Holder or Holders) arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Delaware law and its certificate of incorporation or by-laws in effect on the date hereof to indemnify such Person (and Parent or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification); and provided, further, that any determination required to be made with respect to whether a director’s or officer’s conduct complies with the standards set forth under Delaware law and the Company’s certificate of incorporation and bylaws shall be made by independent counsel selected by the Surviving Corporation. The Company Indemnified Parties shall use commercially reasonable efforts to seek full recovery under D&O Insurance and any other applicable insurance policies covering any Loss by exhausting any available remedies against insurers to the same extent as they would if such Loss were not subject to indemnification hereunder or under the Company’s or the Surviving Corporation’s certificate of incorporation or bylaws. In the event that an insurance or other recovery is made by any Company Indemnified Party with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of any reasonable costs in connection with such recovery) shall be promptly delivered to the indemnifying party.
Company Indemnified Parties. 57 Company Indemnifiable Damages....................................................................................57 Company Indemnifiable Threshold..................................................................................57 92
