Common use of Indemnification and Payment of Damages by the Company Clause in Contracts

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 hereby indemnifies each of the Stockholders and hold harmless Buyer and its their respective Representativesrepresentatives, stockholders, members, partners, controlling persons and Related Persons affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any losslosses, liabilityliabilities, claimclaims, damagedamages (including incidental and consequential damages), expense expenses (including costs of investigation and defense and reasonable attorneys' fees) or diminution diminutions of valuevalue which, in the aggregate, add up to an amount in excess of $25,000, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection withwith any of the following matters, provided the Company receives written notice of the same on or before the third anniversary of the First Closing Date: (a) any Breach breach of any representation or warranty made by the Company in this Agreement, the Company Disclosure Schedule, Agreement or any other certificate or document delivered by the Company pursuant to this Agreement; (b) any Breach breach of any representation or warranty made by the Company in this Agreement as if such representation or warranty were made on and as of the Second Closing Date; (c) 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 who was, is or becomes (i) a stockholder of the Company or (ii) the holder of any Proceeding instituted against right, option or warrant to acquire any Company Shares or other securities issued or to be issued by the Company, its Representatives, that the Exchange was not fair to the stockholders or Related Persons of the Company or any Indemnified Person in connection with the consummation of any of the Contemplated Transactions.class thereof; or (e) any damages payable by litigation or other proceeding to which the Company as or any Subsidiary is a result party, whether or not disclosed, and any other liability of the claim set forth Company or any Subsidiary, whether known or unknown, or whether fixed or contingent, except in any such case to the extent, if any, that a reserve for such litigation, proceeding or liability is disclosed in the letter from Philips Semiconductors dated April 27, 1999 Company's financial statements and disclosed in Parts 3.15 and 3.16 the amount of the Disclosure Schedulesuch reserve is listed on Schedule 9.2(e) to this Agreement. The remedies provided in this Section 5.2 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer the Stockholders 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 shall be reduced by the Company, then Buyer shall also be deemed, by virtue amount of its ownership of insurance proceeds payable with respect to the stock of the Company, to have incurred Damages as a result of and in connection with such inaccuracy or Breachunderlying claim.

Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Buyer and its respective Representatives, stockholderscontrolling persons, and Related Persons 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: (a) 10.2.1 any Breach breach of any representation or warranty made by the Company in this AgreementAgreement or in any other Transaction Document (without giving effect to any materiality qualification), the Company Disclosure ScheduleSchedules, 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 Additional Purchase Obligation Agreement, as the case may be, at the time the Company becomes required to make payment pursuant hereto; or (b) 10.2.2 any Breach breach by the Company of any covenant or obligation of the Company in this Agreement;; or (c) 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 their its 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 (a) Subject to the limitations set forth in Section 10.4, by approval of this Agreement and the Merger, the Stockholders agree that the Deferred Merger Consideration shall be available to indemnify and hold harmless Buyer Parent, Merger Sub, the Surviving Corporation and their respective Affiliates, officers, directors, employees, agents, successors and assigns (each a “Parent Indemnified Person”) from and against any and all losses, damages (excluding incidental, consequential or special damages (other than any such damages (i) awarded to a third party in connection with a third party claim or (ii) that are a reasonably foreseeable result of any breach giving rise to indemnity without regard to special circumstances, other than special circumstances existing with respect to the manner in which the Company has operated its respective Representatives, stockholdersbusiness), and Related Persons punitive damages (collectivelyother than those awarded to a third party in connection with a third party claim)), the "Indemnified Persons") forcosts, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, expense expenses (including reasonable costs of investigation and defense defense), fines, penalties, settlement payments and expenses, governmental fines or fees, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys' fees) or diminution of valueattorney’s fees and other reasonable legal and professional costs and expenses, whether or not involving a third-third- party claim (collectively, "“Damages"”), arising, directly or indirectly, from or in connection with: (ai) any Breach 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 Agreementherein; (bii) any Breach by the Company breach of any covenant or obligation of the Company (to the extent required to be performed or complied with by the Company prior to the Closing) in this Agreement; (ciii) all Taxes for all periods prior to and including the Closing Date (but only to the extent such Taxes exceed any reserve on the Balance Sheet and crediting any tax refund that the Company may receive with respect to any such period and adjusting such reserve for the amount of payroll taxes paid or incurred by the Company after the Reference Date in the ordinary course of business), subject, in the case of sales Taxes, to the provisions of Schedule 10.2(a)(iii), which shall be binding on the parties; (iv) any Damages resulting from the exercise of dissenter rights or other claim or demand by any Stockholder in its capacity as a stockholder of the Company either in connection with the Merger and the Contemplated Transactions or otherwise (including without limitation, any appraisal costs or other payments owed to such Stockholders in connection with the Merger and the Transactions in excess of the Merger Consideration); (v) 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 the effect that such Person with has or had an equity interest in the Company as of or prior to the Closing, or for indemnification as an officer or director of the Company with respect to pre-Closing periods; (vi) any Severance Payment, to the extent not paid out of the Initial Merger Consideration or funded by the Company pursuant to Section 2.2(c); (vii) any Proceeding pending against the Company or any Person acting on their behalf) in connection with any Subsidiary as of the Contemplated TransactionsClosing; orand (dviii) any claim by any Person the Company’s failure to pay in full the Bank Debt, the Transaction Expenses, the Transaction Bonuses or any Proceeding instituted against amounts payable to the Company, its Representatives, stockholders or Related Persons or any Indemnified Person in connection with the consummation of any of the Contemplated TransactionsBanker. (eb) any damages payable by Notwithstanding the foregoing, no indemnification shall be required under this Section 10.2 unless the Closing shall have occurred. Parent and Merger Sub acknowledge and agree that the Company as a result shall not have any liability under any provision of this Agreement for any Damages to the extent that such Damages relate to actions taken by or omitted to be taken by Parent, Merger Sub or the Surviving Corporation after the Closing Date or such Damages arise in the conduct of the claim set forth in the letter from Philips Semiconductors dated April 27, 1999 and disclosed in Parts 3.15 and 3.16 business 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 Surviving Corporation after 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 BreachClosing Date.

Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, and Related Persons Affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, damage or 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, arising from or in connection with: (a) any Breach breach of or inaccuracy in any representation or warranty made by the Company in this Agreement, the Company Disclosure Schedule, Schedule or in any other certificate or document delivered by the Company pursuant to this Agreement; (b) any Breach 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 ’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 its 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 failure of the Contemplated Transactions.Company to assume, pay, perform and discharge the Retained Liabilities; (e) any damages payable by failure to comply with the laws of any jurisdiction relating to bulk transfers which may be applicable in connection with the transfer of the Purchased Assets to Buyer; and (f) any past due license or maintenance fees with respect to the Specified Software; provided; however, that the Company shall have no indemnification obligation under this Section 7.2(f) with respect to such past due license or maintenance fees if the applicable licensor seeks to recover such license fees as a result of Buyer or its Affiliates initially contacting the claim set forth in applicable licensor with respect to the letter from Philips Semiconductors dated April 27, 1999 and disclosed in Parts 3.15 and 3.16 use of the Disclosure Schedule. The remedies provided in Specified Software (and, for the avoidance of doubt, the Buyer shall be entitled to indemnification pursuant to this Section 5.2 will not be exclusive of or limit any other remedies that may be available to 7.2(f) if the applicable licensor initially contacts the 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 BreachAffiliates).

Indemnification and Payment of Damages by the Company. The Company ----------------------------------------------------- will indemnify and hold harmless Buyer Purchaser and its respective Representatives, stockholders, controlling persons, and Related Persons affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, damage or expense (including costs of investigation and defense and reasonable attorneys' feesfees and expenses) or diminution of value, whether or not involving a third-party claim value (collectively, "Damages")) actually incurred by the Indemnified Persons, arising, directly or indirectly, from or in connection with: : (a) any Breach breach of any representation or warranty specifically 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 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 their behalfbehalf of the Company) in connection with any of the Contemplated Transactions; or (d) any claim by any Person or any Proceeding instituted against 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, its Representativesbut only if and to the extent that, stockholders it can be established that such diminution of value was caused by one or Related Persons more events or any Indemnified Person in connection with the consummation of any conditions which also constitute one or more of the Contemplated Transactions. matters referred to in clauses (ea), (b) any damages payable by the Company as a result and (c) 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 Schedulethis Section 6.2. The remedies provided in this Section 5.2 6.2 will not be exclusive of or limit any other the sole remedies that may be available to Buyer or Purchaser and the other Indemnified Persons. The Company acknowledges Persons with respect to the matters referred to in clauses (a), (b) and agrees that(c) of this Section 6.2, if provided that the Company suffers, incurs foregoing shall not limit any right to specific performance or injunctive relief that a party may 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 Breachhave.

Indemnification and Payment of Damages by the Company. The SELLING SHAREHOLDERS AND THE TRUSTS (a) Subject to the limitations set forth in this Article 9, (x) prior to the Closing, the Company will shall, and (y) after the Closing, Selling Shareholders and the Trusts shall, jointly and severally, indemnify and hold harmless Buyer and its Representatives and their respective Representatives, stockholders, and Related Persons Affiliates (including the Company after the Closing) (collectively, the "“Buyer Indemnified Persons"”) forfrom and against, and will shall pay to the Buyer Indemnified Persons the amount of, any loss, liabilityLiability, claim, damagedamage or expense, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim ’ fees (collectively, "“Damages"”), arisingbased upon or arising out of, directly or indirectly, from or in connection with: (ai) any Breach breach of any representation or warranty of the representations and warranties made by the Company in this Agreement, the Company Disclosure Schedule, or any other certificate or document delivered by the Company pursuant to this AgreementSection 4; (bii) any Breach by the Company of any covenant or obligation breach of the Company Company’s covenants, agreements or obligations in this Agreement; (ciii) the Phantom Share Award Agreements or the Terminated Phantom Share Award Agreements; and (iv) (A) 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 Funded Indebtedness of the Company (that is not satisfied or any Person acting on their behalf) paid 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 full in connection with the consummation Closing (other than those obligations set forth on Schedule 3.1(a)(xii)) and (B) the termination or release of any Encumbrance (other than any Permitted Encumbrance) on any property or asset of the Company that is not terminated or released prior to or on the Closing Date. (b) Subject to the limitations set forth in this Article 9, the Selling Shareholders and the Trusts shall, jointly and severally, indemnify and hold harmless the Buyer Indemnified Persons from and against, and shall pay to Buyer Indemnified Persons the amount of, any Damages based upon or arising out of, directly or indirectly, or in connection with: (i) any breach of any of the Contemplated Transactions.representations and warranties made in Section 5; and (eii) any damages payable by the Company as a result breach of the claim set forth in the letter from Philips Semiconductors dated April 27their respective covenants, 1999 and disclosed in Parts 3.15 and 3.16 of the Disclosure Schedule. The remedies provided agreements or obligations 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 BreachAgreement.

Indemnification and Payment of Damages by the Company. The Company will indemnify and hold harmless Buyer and hereby indemnifies Markxxxx xxx its respective Representativesrepresentatives, stockholders, members, partners, directors, officers, employees, controlling persons, affiliates, agents and Related Persons attorneys (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damagedamage (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: with (ai) any Breach breach of any representation or warranty made by the Company in this Agreement, the Company Disclosure Schedule, Agreement or any other certificate or document delivered by the Company pursuant to this Agreement; ; (bii) any Breach breach of any representation or warranty made by the Company in this Agreement as if such representation or warranty were made on and as of the Closing Date; (iii) any breach by the Company of any covenant or obligation of the Company in this Agreement; ; (civ) any claim by any Person for brokerage who was, is 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 becomes (A) a stockholder of the Company or (B) the holder of any right, option or warrant to acquire any Person acting on their behalf) in connection with any of the Contemplated Transactions; or (d) any claim Company Common Stock or other securities issued or to be issued by any Person or any Proceeding instituted against the Company, its Representatives, that the Exchange was not fair to the stockholders or Related Persons of the Company or any Indemnified Person in connection with class thereof; or (iv) any litigation or other proceeding to which the consummation of Company or any Subsidiary is a party, whether or not disclosed, and any other liability of the Contemplated Transactions. (e) Company or any damages payable by Subsidiary, whether known or unknown, or whether fixed or contingent, except in any such case to the extent, if any, that a reserve for such litigation, proceeding or liability is disclosed in 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 ScheduleFinancial Statements. The remedies provided in this Section 5.2 11.2 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.