Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Buyer and its respective Representatives, stockholders, and Related Persons (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) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by the Company in this Agreement, the Company Disclosure Schedule, or any other certificate or document delivered by the Company pursuant to this Agreement;
(b) any Breach by the Company of any covenant or obligation of the Company in this Agreement;
(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 any such Person with the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; or
(d) any claim by any Person or any Proceeding instituted against the Company, its Representatives, stockholders or Related Persons or any Indemnified Person in connection with the consummation of any of the Contemplated Transactions.
(e) any damages payable by the Company as a result of the claim set forth in the letter from Philips Semiconductors dated April 27, 1999 and disclosed in Parts 3.15 and 3.16 of the Disclosure Schedule. The remedies provided in this Section 5.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons. The Company acknowledges and agrees that, if the Company suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or Breach of any representation, warranty, covenant or obligation by the Company, then Buyer shall also be deemed, by virtue of its ownership of the stock of the Company, to have incurred Damages as a result of and in connection with such inaccuracy or Breach.
Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Buyer and its Representatives, controlling persons, and affiliates (collectively, the "Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons the amount of, any loss, liability, claim, damage, 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:
10.2.1. any breach of any representation or warranty made by the Company in this Agreement or in any other Transaction Document (without giving effect to any materiality qualification), the Schedules, the supplements to the Schedules, or any other certificate or document delivered by the Company pursuant to this Agreement, provided, however, that the determination of any breach of any representation or warranty made by the Company with respect to information contained in the Business Plan shall only be assessed when considering the Business Plan in its entirety and to any changes or modifications thereto which were made with Buyer's approval, and that the Company shall not be liable under this clause 10.2.1 for an amount of Damages exceeding the aggregate proceeds actually provided by the Buyer to the Company pursuant to this Agreement and the Addtional Purchase Obligation Agreement, as the case may be, at the time the Company becomes required to make payment pursuant hereto; or
10.2.2. any breach by the Company of any covenant or obligation of the Company in this Agreement; or
10.2.3. 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 any such Person with the Company (or any Person acting on its behalf) in connection with any of the Contemplated Transactions.
Indemnification and Payment of Damages by the Company. After the Closing, each of Parent and its respective directors, officers, stockholders, accountants, agents and employees, affiliates and their respective heirs, successors and assigns (each a “Parent Indemnified Party”) shall be fully indemnified, held harmless and reimbursed from and against any and all proceedings, charges, complaints, judgments, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, Taxes, Liens, losses, expenses and fees, including court costs and reasonable attorneys’ fees and expenses (collectively, “Damages”), caused by or arising, directly or indirectly, out of:
(a) any inaccuracy in or breach of any representation or warranty made by the Company in the Transaction Agreements, the Company Disclosure Letter, or any other certificate or document delivered by the Company pursuant to this Agreement;
(b) any breach by the Company of any covenant or obligation in the Transaction Agreements; and
(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 any such person with the Company (or any person acting on its behalf) in connection with the Merger. The items referred to in clauses (a) through (c) of this Section 9.02 are referred to collectively as “Claims.”
Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless HomeCom, and will pay to HomeCom the amount of any damages arising, directly or indirectly, from or in connection with third party claims with respect to (a) any material breach of any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company pursuant to this Agreement or (b) any material breach by the Company of any agreement, covenant or obligation of the Company in this Agreement. Any indemnity pursuant to this Section 9.3 shall only be available to the extent that such damages pursuant to (a) or (b) above exceed $25,000 in aggregate.
Indemnification and Payment of Damages by the Company. The Company will indemnify, defend and hold harmless Buyer, and its respective representatives, stockholders, controlling Persons, and affiliates (collectively the “Indemnified Persons”) for, and will pay to the Indemnified Persons the amount of, any Damages, arising, directly or indirectly, from or in connection with:
10.2.1 Any Breach of any representation or warranty made by the Company in this Agreement the Schedules, the supplements to the Schedules, or any other certificate or document delivered by the Company pursuant to this Agreement;
10.2.2 Any Breach of any covenant or obligation of the Company in this Agreement; In order to adequately compensate Buyer for any Damages that it may incur during such time it is a shareholder of the Company, in calculating Damages for which Buyer shall be indemnified pursuant to this Section , the Damages for which the Buyer shall be indemnified shall be increased by an amount sufficient to adequately reimburse Buyer for not only its Damages but also for the loss in value of the Subscription Shares and/or Option Shares resulting from the Company’s payment of any indemnity claims.
Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Xxxxxxxx, and will pay to Xxxxxxxx the amount of any damages arising, directly or indirectly, from or in connection with third party claims with respect to (a) any material breach of any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company pursuant to this Agreement or (b) any material breach by the Company of any agreement, covenant or obligation of the Company in this Agreement. Any indemnity pursuant to this Section 10.3 shall only be available to the extent that such damages pursuant to (a) or (b) above exceed $25,000 in aggregate.
Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Kenilworth and its partners, officers, employees, agents, advisors or other representatives (the "Kenilworth Representatives") and will pay to Kenilworth and the Kenilworth Representatives the amount of any damages (including, without limitation, any and all attorneys' fees and expenses) arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company pursuant to this Agreement, (b) any Breach by the Company of any covenant or obligation of the Company 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 the Company (or any person acting on its behalf) in connection with any of the transactions contemplated by this Agreement.
Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Purchaser and its 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 or expense (including reasonable attorneys' fees and expenses) or diminution of value (collectively, "Damages") actually incurred by the Indemnified Persons, arising, directly or indirectly, from or in connection with: (a) any breach of any representation or warranty specifically made by the Company in this Agreement; (b) any breach by the Company of any covenant or obligation of the Company specifically contained in this Agreement; (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 any such Person with the Company (or any Person acting on behalf of the Company) in connection with any of the transactions contemplated hereby. A diminution of the value of Purchaser's holdings of the Company's Common Stock will be included in the definition of Damages actually incurred in the preceding sentence if and to the extent that, but only if and to the extent that, it can be established that such diminution of value was caused by one or more events or conditions which also constitute one or more of the matters referred to in clauses (a), (b) and (c) of this Section 6.2. The remedies provided in this Section 6.2 will be the sole remedies available to Purchaser and the other Indemnified Persons with respect to the matters referred to in clauses (a), (b) and (c) of this Section 6.2, provided that the foregoing shall not limit any right to specific performance or injunctive relief that a party may otherwise have.
Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless each of Spescom and Spescom UK, and their respective 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) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with: (a) any breach of any representation or warranty made by the Company in this Agreement, the Disclosure Schedule, or in any certificate delivered by the Company pursuant to this Agreement, (b) any breach by the Company of any covenant or obligation of the Company 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 the Company (or any Person acting on its behalf) in connection with any of the Transactions.
Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless the Investor and its Representatives, partners, controlling persons, and Affiliates and each of their respective Representatives (collectively, the "Company Indemnified Persons") from and against, and will pay to the Company Indemnified Persons the amount of, any and all losses, liabilities, claims, damages, or expenses (including costs of investigation, defense, litigation and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by the Company in this Agreement, the Disclosure Schedule or any other certificate or document delivered by the Company pursuant to this Agreement, provided that notice of such breach is given to the Company pursuant to Section 8.5 or 8.6, as applicable, on or prior to June 30, 2001 (with respect to the representations and warranties other than those in Sections 3.2(c), 3.2(d), 3.2(j) or 3.2(k)) or the expiration of the survivability of the representation or warranty in Section 3.2(j) (it being understood that there shall be no time limitation for claims based on breaches of the
