Indemnification and Payment of Damages by Parent Sample Clauses

Indemnification and Payment of Damages by Parent. Subject to Section 6.4 of this Agreement, Parent agrees to indemnify and hold harmless, Buyer, the Acquired Companies and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified Persons the amount of, any loss, Liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees), whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with:
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Indemnification and Payment of Damages by Parent. Parent and Newco, jointly and severally, will indemnify and hold harmless Shareholder, and will pay to Shareholder the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Parent or Newco in this Agreement or in any certificate delivered by Parent or Newco pursuant to this Agreement, (b) any Breach by Parent or Newco of any covenant or obligation of Parent or Newco in this Agreement, (c) any violation by Parent or Newco of any state or federal securities law in connection with the issuance of the Parent Stock, or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Parent (or any Person acting on its behalf) in connection with any of the Contemplated Transactions, (e) any loss, liability or expense attributable to any Tax payable by Shareholder resulting from the Merger not being treated as a tax-free merger under the IRC as a result of (i) any negligent act or omission of Parent, Newco or the Surviving Corporation (excluding any act or omission of the Company on or prior to the Closing Date or any act or omission of the Shareholder at any time) or (ii) any Breach of representation, warranty or covenant of Parent or Newco contained herein, or (f) any loss, liability or expense arising out of or relating to any claims by Southco, Inc. or Franx Xxxx xxxinst the Company or Shareholder other than with respect to the payment or performance by the Company prior to the Closing Date under the Promissory Note dated November 21, 1994, payable by Southwest Texas Packaged Ice, Inc. in the original principal amount of $105,619.56.
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Indemnification and Payment of Damages by Parent. Parent will indemnify and hold harmless Majority Shareholders and Minority Shareholders from and against any Damages, directly or indirectly, as a result of or relating to or arising out of any (a) any breach of any representation made by Parent or Merger Sub in this Agreement and (b) any breach by Parent or the Surviving Corporation of any post-Closing covenant or post-Closing obligation of Parent or the Surviving Corporation pursuant to this Agreement.
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Indemnification and Payment of Damages by Parent. Parent will indemnify and hold harmless the holders of the Company Common Stock on the Closing Date, and will pay to such holders pro rata the amount of any Damages arising, directly or indirectly, from or in connection with (a) any misrepresentation in or breach of any representation or warranty made by Parent in this Agreement or in any certificate delivered by Parent pursuant to this Agreement, or (b) any breach by Parent of any covenant or obligation of Parent in this Agreement.
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Indemnification and Payment of Damages by Parent. Parent will indemnify and hold harmless the Company, and each of its officers, directors, agents and affiliates (each a “Company Indemnified Party”), and will pay to each Company Indemnified Party, as appropriate, the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Parent or MergerSub in this Agreement or in any certificate delivered by Parent or MergerSub pursuant to this Agreement, (b) any Breach by Parent or MergerSub of any covenant or obligation of Parent or MergerSub in this Agreement, (c) any Liability arising out of the ownership or operation of the Acquired Assets following the Closing Date, (d) any Assumed Liability, or (e) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Parent or MergerSub (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.
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Indemnification and Payment of Damages by Parent. Parent shall indemnify and hold harmless Newco from and against any and all Damages that Newco may incur or become subject to arising, directly or indirectly, out of or in connection with:
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Indemnification and Payment of Damages by Parent. Parent will indemnify and hold harmless the Stockholders and will pay to the Stockholders the amount of any Damages arising, directly or indirectly, from and in connection with (a) any breach of any representation or warranty made by Parent in this Agreement or in any certificate delivered by Parent pursuant to this Agreement, or (b) any breach by Parent of any covenant or obligation of Parent in this Agreement.
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Indemnification and Payment of Damages by Parent. After the Closing, the Shareholder and his heirs, successors and assigns (each a “Shareholder Indemnified Party”) shall be fully indemnified, held harmless and reimbursed from and against any and all Damages by Parent caused by or arising, directly or indirectly, out of:
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Related to Indemnification and Payment of Damages by Parent

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER Seller will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Acquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

  • INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the amount of any Damages arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.

  • Indemnification by Parent Parent shall indemnify and hold harmless the Company and the Stockholders (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

  • Indemnification and Expenses (a) Seller agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

  • Payment of Indemnification If, in regard to any Losses:

  • INDEMNIFICATION AND ATTORNEYS' FEES The Corporation agrees to indemnify the Employee from any and all lawsuits filed directly against the Employee by a third party in his capacity as Employee and/or Director of the Corporation. The Corporation will pay all attorneys’ fees and costs to defend the Employee from any such lawsuits.

  • Indemnification and Reimbursement by Buyer Buyer will indemnify and hold harmless Seller, and will reimburse Seller, for any Damages arising from or in connection with:

  • Indemnification by Sellers Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification of NCPS From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.

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