INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. SHAREHOLDERS AND, PRIOR TO THE EFFECTIVE DATE OF THE MERGER, COMPANY (FOR PURPOSES OF THIS SECTION 10.3 AND, TO THE EXTENT APPLICABLE, SECTION 10.4, "INDEMNITOR"), JOINTLY AND SEVERALLY, SHALL INDEMNIFY AND HOLD PENTEGRA AND ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES (EACH OF THE FOREGOING, INCLUDING PENTEGRA, FOR PURPOSES OF THIS SECTION 10.3 AND, TO THE EXTENT APPLICABLE, SECTION 10.4, AN "INDEMNIFIED PERSON") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, CLAIMS, DAMAGES, ACTIONS, SUITS, COSTS, DEFICIENCIES AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL THROUGH APPEAL) ARISING FROM OR BY REASON OF OR RESULTING FROM OR WITH RESPECT TO:
(A) ANY BREACH BY INDEMNITOR OF ANY REPRESENTATION, WARRANTY, AGREEMENT OR COVENANT CONTAINED IN THIS AGREEMENT (INCLUDING THE EXHIBITS HERETO) AND EACH DOCUMENT, CERTIFICATE, OR OTHER INSTRUMENT FURNISHED OR TO BE FURNISHED BY INDEMNITOR HEREUNDER,
(B) PRIOR TO AND AFTER THE CLOSING DATE, THE INDEMNITOR'S MANAGEMENT AND CONDUCT OF THE BUSINESS AND OWNERSHIP OR OPERATION OF THE ASSETS,
(C) ANY ALLEGED ACT OR NEGLIGENCE OF INDEMNITOR OR ITS EMPLOYEES, AGENTS AND INDEPENDENT CONTRACTORS IN OR ABOUT COMPANY'S BUSINESS WHETHER ON OR AFTER THE CLOSING DATE,
(D) ANY VIOLATION BY COMPANY OR ITS SHAREHOLDERS OR THEIR CONSULTANTS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES OF STATE OR FEDERAL LAWS GOVERNING HEALTHCARE FRAUD AND ABUSE, OR ANY OVERPAYMENT OR OBLIGATION ARISING OUT OF OR RESULTING FROM ACTIONS OF THE COMPANY OR ITS SHAREHOLDERS RELATING TO CLAIMS SUBMITTED TO ANY THIRD PARTY PAYOR, WHETHER ON OR AFTER THE CLOSING DATE,
(E) TAXES OF COMPANY OR ANY SHAREHOLDER OR ANY OTHER PERSON OR ENTITY RELATED TO OR AFFILIATED WITH THE COMPANY OR SHAREHOLDER ARISING FROM OR AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (F) ANY LIABILITY OF COMPANY OR THE SHAREHOLDERS FOR COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) INCURRED IN CONNECTION WITH THE NEGOTIATION, PREPARATION OF CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER DOCUMENTS TO BE EXECUTED IN CONNECTION HEREWITH,
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. SHAREHOLDERS AND, PRIOR TO THE EFFECTIVE DATE OF THE MERGER, COMPANY (FOR PURPOSES OF THIS SECTION 10.3 AND, TO THE EXTENT APPLICABLE, SECTION 10.4, "INDEMNITOR"), JOINTLY AND SEVERALLY, SHALL INDEMNIFY AND HOLD PENTEGRA AND ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES (EACH OF THE FOREGOING, INCLUDING PENTEGRA, FOR PURPOSES OF THIS SECTION 10.3 AND, TO THE EXTENT APPLICABLE, SECTION 10.4, AN "INDEMNIFIED PERSON") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, CLAIMS, DAMAGES, ACTIONS, SUITS, COSTS, DEFICIENCIES AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL THROUGH APPEAL) ARISING FROM OR BY REASON OF OR RESULTING FROM OR WITH RESPECT TO:
(A) ANY BREACH BY INDEMNITOR OF ANY REPRESENTATION, WARRANTY, AGREEMENT OR COVENANT CONTAINED IN THIS AGREEMENT (INCLUDING THE EXHIBITS
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Subject to the terms herein, Company and the Shareholders shall jointly and severally indemnify, defend, and hold Parent and the respective officers, directors, and employees of Parent, and their successors and assigns (the "Shareholders' Indemnitees") harmless from, against and with respect to any claim, liability, obligation, loss, damage, assessment, judgment, cost or expense of any kind or character, including reasonable attorneys' fees (the "Damages"), arising out of or in any manner incident, relating or attributable to:
(a) Any inaccuracy in any representation or breach of any warranty of Company or the Shareholders contained in this Agreement;
(b) Any failure by Company or the Shareholders to perform or observe, or to have performed or observed, in full, any covenant, agreement or condition to be performed or observed by it under this Agreement;
(c) Reliance by Parent on any books or records of Company or written information furnished to Parent pursuant to this Agreement by or on behalf of Company or the Shareholders in the event that such books and records or written information are false or otherwise materially inaccurate; or
(d) Liabilities or obligations of, or claims against, Company or Parent (whether absolute, accrued, contingent or otherwise) relating to, or arising out of, the operation of the business prior to the Effective Time or facts and circumstances relating specifically to the business, the Leased Parcels, or Company existing at or prior to the Effective Time, including but not limited to matters set forth on SCHEDULE 5.26 and SCHEDULE 5.28, whether or not such liabilities, obligations or claims were known on such date, excluding only liabilities set forth in the Balance Sheet and liabilities and obligations incurred since the date thereof in the ordinary course of business and consistent with past practice. Provided, however, the Shareholders' Indemnitees shall not be entitled to indemnification or offset hereunder until Damages in total exceed $25,000 and then only to the extent of aggregate Damages in excess of $25,000; PROVIDED FURTHER, HOWEVER, such deductible shall not apply to any Damages arising from a breach of Sections 5.27, 5.28,
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. The Company and Shareholders, jointly and severally, shall indemnify and hold harmless GRG, and shall reimburse GRG 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 of the representations and warranties of the Company or Shareholders in this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty, (b) any failure by the Company or Shareholders to perform or comply with any agreement 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 Shareholder (or any person acting on their behalf) in connection with any of the contemplated transactions. 107
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Company and Shareholders, in accordance with Section 10.7, below, shall indemnify and hold harmless FNFI from and against any Damages arising out of or relating to: (i) any inaccuracy in or breach of any representation or warranty made by Company or any Shareholder in this Agreement or in any writing delivered pursuant to this Agreement or at the Closing; or (ii) the failure of Company or any Shareholder to perform or observe fully any covenant, agreement or provision to be performed or observed by Company or such Shareholder pursuant to this Agreement.
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Effective as of the Closing, Shareholders, severally in accordance with their pro rata ownership interests in Company immediately prior to the Effective Time, in consideration for the exchange of the Company Shares, covenant and agree with FNFI, Newco and Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (a "FNFI Indemnified Party") to indemnify and hold harmless a FNFI Indemnified Party from, against and in respect of any and all Losses suffered, sustained, incurred or paid by any FNFI Indemnified Party in connection with resulting from or arising out of, directly or indirectly:
(a) any breach of any representation or warranty of any Shareholder or Company set forth in this Agreement or any certificate, document or instrument delivered by or on behalf of any Shareholder or Company in connection herewith; or
(b) any non-fulfillment of any covenant or agreement on the part of any Shareholder or Company in this Agreement which is required to be performed after the Closing. Payment shall not be a condition precedent to recovery under the above indemnities.
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. The Company and the Shareholders shall defend, indemnify and hold harmless the Purchaser Indemnitees from any Costs arising from or attributable to: (i) any liability of the Company other than the Assumed Liabilities; and (ii) the conduct or operations of the Company on or after the Closing Date. 5.3.
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Each of the Company and the Shareholders, on behalf of themselves and their respective heirs, successors and assigns, hereby agrees, jointly and severally, to indemnify each of Purchaser and its directors, stockholders, officers, partners, employees, agents, lenders, representatives, successors and permitted assigns (the “Purchaser Indemnified Parties”) and save and hold each of them harmless from and against and pay on behalf of or reimburse the Purchaser Indemnified Parties as and when incurred for any and all liabilities, demands, claims, actions, causes of action, assessments, losses, costs, damages, deficiencies, fines or expenses (whether or not arising out of third party claims), including, without limitation, interest, penalties, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Losses”), which any Purchaser Indemnified Party may suffer, sustain or become subject to, in connection with, incident to, resulting from or arising out of or in any way relating to or by virtue of, directly or indirectly:
(a) any misrepresentation or breach of any representation or warranty made by Company or the Shareholders in this Agreement, including, without limitation, Article VI hereof (after giving effect to any disclosure made by Company or the Shareholders in the Disclosure Schedule or in any amendment to the Disclosure Schedule delivered on or before the Closing), including the schedules and exhibits, certificates or other instruments or documents furnished to Purchaser by Company or the Shareholders in connection herewith;
(b) any non-fulfillment or breach of any covenant or agreement on the part of Company or the Shareholders under this Agreement or other instruments or documents delivered by Company or the Shareholders in connection herewith, including, without limitation, the Transaction Documents;
(c) any claim or obligation arising in respect of Indebtedness of the Company;
(d) any claim for payment of fees, expenses or other Liabilities owed to the legal or financial professionals of any of the Shareholders or the Company, or any broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement or the transactions contemplated hereby based upon any alleged agreement between the claimant and any Shareholder or the Company, or any Affiliate of any of the foregoing, in excess of the amounts for such fees, expenses and other Liabilities set for...
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Effective as of the Closing and in consideration for the exchange of the Company Shares, the Shareholders severally covenant and agree with MGC, Newco and Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (an "MGC Indemnified Party") to indemnify and hold harmless an MGC Indemnified Party from, against and in respect of any and all Losses suffered, sustained, incurred or paid by any MGC Indemnified Party in connection with, resulting from or arising out of, directly or indirectly:
(a) any breach of any representation or warranty of any Shareholder or the Company set forth in this Agreement or any certificate, document or instrument delivered by or on behalf of any Shareholder or the Company in connection herewith;
(b) any non-fulfillment of any covenant or agreement on the part of any Shareholder or the Company in this Agreement; or
(c) the business, operations or assets of the Company prior to the Effective Time, except to the extent disclosed in the Financial Statements or the Disclosure Schedule. Payment shall not be a condition precedent to recovery under the above indemnities.
INDEMNIFICATION BY COMPANY AND SHAREHOLDERS. Company and Shareholders, jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless FNFI, Newco and Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (a "FNFI Indemnified Party") from, against and in respect of all Claims suffered, sustained, incurred or paid by any FNFI Indemnified Party in connection with resulting from or arising out of, directly or indirectly:
(a) any breach of any representation or warranty of any Shareholder or Company set forth in this Agreement or any certificate, document or instrument delivered by or on behalf of any Shareholder or Company in connection herewith; or
(b) any non-fulfillment of any covenant or agreement on the part of any Shareholder or Company in this Agreement.
