Indemnification by APP. Subject to the terms and conditions of this Article XIV, APP hereby agrees to indemnify, defend and hold the Stockholders, the Company and NewCo and their respective directors, officers, stockholders, employees, agents, attorneys, consultants and Affiliates harmless from and against all Damages asserted against or incurred by such individuals and/or entities arising out of or resulting from: (a) a breach by APP of any representation or warranty (without giving effect to any Material Adverse Effect qualifier contained as part of any such representation or warranty) or covenant of APP contained in this Agreement or in any schedule or certificate delivered hereunder; and (b) any liability under the Securities Act, the Exchange Act or any other federal or state "blue sky" or securities law or regulation, at common law or otherwise, arising out of or based upon
Appears in 4 contracts
Samples: Merger Agreement (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
