Covenants of Parent and Newco. From and after the Closing, Parent and the Surviving Corporation, jointly and severally, covenant and agree to indemnify and hold harmless each of the directors, officers and stockholders of Curtxx xx of the date of this Agreement (collectively, the "Indemnitees" and individually, an "Indemnitee") from any and all costs, expenses, losses, damages and liabilities incurred or suffered by any of them (including reasonable legal fees and costs) resulting from or attributable to (a) the breach of any one or more of the representations or warranties of Parent or Newco made in or pursuant to this Agreement or (b) the conduct of Curtxx' xxsiness, including but not limited to, any debt, liability or obligation of Curtxx xxxtsoever, regardless of when such debt, liability or obligation arose or arises, provided, however, that this provision is not intended to indemnify any director or officer, in his or her capacity as such, with respect to matters for which indemnification would not be available under Curtxx' Xxrtificate of Incorporation or By-laws, as in effect as of the date of this Agreement, or under law. In the event of any proceeding (whether arising before or after the Effective Date) relating to an indemnification obligation hereunder, Parent or the Surviving Corporation, as the case may be, will assume the defense of any such matter; provided, that if neither Parent nor the Surviving Corporation assumes such defense, then they will be jointly and severally liable to the affected Indemnitee or Indemnitees for all fees and costs associated with such defense, including, without limitation, counsel fees and the cost of any settlement. The Indemnitees, in the event of a conflict of interest (under applicable standards of professional conduct) on any significant issue between the positions of any Indemnitee, on one hand, and any other Indemnitee or Parent or the Surviving Corporation, on the other hand, are entitled to such number of counsel as are necessary to eliminate all conflicts of the type referred to above, at the expense of Parent and the Surviving Corporation. Such additional counsel may be selected by Parent or the Surviving Corporation, with the consent of the party being represented by such counsel, which consent may not be withheld unreasonably. If Parent or the Surviving Corporation fails to select counsel within 10 days after request from an Indemnitee, such Indemnitee may choose his or her own counsel. This Section shall survive the Merger, shal...
Covenants of Parent and Newco. Parent and Newco, jointly and severally, covenant and agree with Labtec that, except as otherwise consented to in writing by Labtec or provided specifically in this Agreement, from October 21, 1998 until the Effective Time:
Covenants of Parent and Newco
