Indemnification by Company Shareholders. (a) From and after the Effective Time (but subject to Section 9.1(a)), the Company Shareholders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 or in the officers' closing certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (ii) any breach of any covenant or obligation of the Company (including the covenants set forth in Sections 4 and 5); (iii) any Excluded Expenses to the extent not offset as of the Closing against the Aggregate Parent Share Number pursuant to Section 1.5 above or (iv) any Legal Proceeding relating to any inaccuracy or breach or expense of the type referred to in clause "(i)", (ii) or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9, subject to the provisions of the Escrow Agreement).
Indemnification by Company Shareholders. Following the Closing, subject to the terms and conditions of this Article IX, the Company Shareholders shall indemnify and hold harmless Parent and Merger Sub and their respective Affiliates, stockholders, officers, directors, employees and agents (collectively, the “Parent Indemnified Persons”), and shall reimburse the Parent Indemnified Persons for, any Damages, arising, directly or indirectly, from or in connection with:
Indemnification by Company Shareholders. 52 10.4 Indemnification by Parent and Merger Sub. . . . . . . . . . . . . . . . . . . . . 53 10.5
Indemnification by Company Shareholders. Subject to the limitations contained in Section 10.1, this Section 10.3 and Section 10.7, from and after the Effective Date, the Company Shareholders shall hold harmless and indemnify Parent from and against, and shall compensate and reimburse Parent for, any Damages which are directly or indirectly suffered or incurred by Parent or to which Parent may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with any inaccuracy in or breach of any representation or warranty made by the Company or the Shareholder in Section 2. Notwithstanding the foregoing, Parent's sole recourse for any Damages with respect to which indemnification is sought under this Section 10 (other than Damages determined by a court of competent jurisdiction in a proceeding from which no further appeal is permitted to be taken to have been primarily caused
Indemnification by Company Shareholders. Subject to Section 9.5, the Company Shareholders (hereinafter, collectively, called the "Shareholder Indemnitors") shall jointly and severally defend, indemnify and hold harmless ARC and its direct and indirect Subsidiaries (including the Company after Closing) and affiliates, their officers, directors, employees and agents (hereinafter, collectively, called "ARC Indemnitees") against and in respect of any and all loss, damage, liability, fine, penalty, cost and expense, including reasonable attorneys' fees and amounts paid in settlement (collectively, "ARC Losses"), suffered or incurred by any ARC Indemnitee by reason of, or arising out of:
Indemnification by Company Shareholders. Subject to the limitations set forth in this Article VIII, the Company Shareholders will indemnify and hold harmless Parent and the Surviving Corporation and its respective officers, directors, agents, attorneys and employees, and each Person, if any, who controls or may control Parent or the Surviving Corporation within the meaning of the Securities Act (hereinafter “Parent Indemnified Persons”) from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, legal fees, (collectively, “Damages”) incurred or sustained by Parent Indemnified Persons as a result of:
Indemnification by Company Shareholders. Subject to the limitations set forth elsewhere in this Section 7, from and after the Effective Time, the Company Shareholders shall defend, indemnify and hold harmless Parent and the Surviving Corporation and their respective affiliates, officers, directors, employees, representatives and agents (Parent, Surviving Corporation and each of the foregoing persons or entities is hereinafter referred to individually as a "Parent Indemnified Person" and collectively as "Parent Indemnified Persons") from and against any and all claims, losses, costs, damages, liabilities, judgments, fines, penalties, interest, fees (including reasonable attorneys' fees) and expenses (collectively, the "Damages"), that any of the Parent Indemnified Persons suffers or incurs by reason of or in connection with: The inaccuracy of any representation or warranty of Company or any Company Shareholder contained in this Agreement (including any exhibit or schedule hereto) or in any other agreement, instrument, document or certificate furnished by Company or any Company Shareholder to Parent pursuant to this Agreement or in connection with the transactions contemplated hereby; Breach or violation by Company or any Company Shareholder of any covenant or agreement of Company or any Company Shareholder contained in this Agreement (including any exhibit or schedule hereto) or in any other agreement, instrument, document or certificate furnished by Company or any Company Shareholder to Parent pursuant to this Agreement or in connection with the transactions contemplated hereby; Any Taxes imposed on any Parent Indemnified Person or Company as well as any related or resulting liability, obligation, loss, cost, fine, penalty, damages (actual, punitive or other), attorneys' fees or expense arising from or relating to taxable periods or portions thereof ending on or before the Effective Time, excluding any Taxes resulting from the Merger itself; The failure by Company to (i) cause any outstanding warrants for Company capital stock to be cancelled effective as of the Effective Time, (ii) cause any rights under any plan, program, agreement or arrangement relating to the issuance or grant of any other interest in respect of the Company Capital Stock to be terminated effective as of the Effective Time, or (iii) obtain all necessary consents and acknowledgments (in a form acceptable to Parent) from holders of options and warrants for Company Capital Stock, and take all lawful action, as is necessary to gi...
Indemnification by Company Shareholders. 45 9.3 Threshold; Ceiling.............................................................................46 9.4 Exclusive Remedy...............................................................................46
Indemnification by Company Shareholders. (i) the Company Shareholders, pursuant to the terms of this Agreement and the Post Closing Escrow Agreement, severally, and not jointly, shall indemnify the Buyer and the Surviving Corporation from and against any costs, losses or expenses, including attorneys' fees (together, the "Claims") the Buyer or the Surviving Corporation may suffer from and after the Closing Date resulting from, arising out of or caused by any breach by the Company of (A) its representations and warranties contained in ss.3 above, (B) its covenants contained in ss.5 or (C) any excess of the costs of funding the obligations of the Surviving Corporation in respect of the Defined Benefit Plan in excess of the portion of the Benefit Plan Escrow Fund allocated for such purpose; provided that the Company Shareholders shall not have any obligation to indemnify the Buyer or the Surviving Corporation from and against any liability for Claims resulting from, arising out of or caused by any breach described in clauses (A) or (B) of this ss.10(b)(i) until the Buyer or the Surviving Corporation has suffered aggregate Claims by reason of all such breaches in excess of **The confidential portion has been so omitted pursuant to a request for confidential treatment and has been filed separately with the Commission.** (the "Threshold") **The
Indemnification by Company Shareholders. (a) The Company and the Management Shareholders shall jointly and severally indemnify and hold NRC harmless from and against any and all damages, losses, costs, expenses and attorneys' fees arising out of (i) any breach by the Company and/or any Management Shareholder(s) of any of their representations and warranties set forth in this Agreement and the other agreements to which they are a party, or (ii) any breach by the Company and/or any Management Shareholder(s) of their promises, agreements and covenants contained in this Agreement and the other agreements to which they are a party. Notwithstanding the foregoing, in the event of a breach of the representations and warranties set forth in Section 3.1 of this Agreement, the exclusive remedy of NRC for such breach by the Management Shareholders or the Company shall be to rescind the transaction and receive from the Company the entire purchase price of $1,500,000 together with interest from the date of Closing, except that if such breach is by reason of fraud or intentional misrepresentation by the Management Shareholders, NRC, in addition to rescission of the transaction, shall be entitled to recover damages against a Management Shareholder guilty of such fraud or intentional misrepresentation.
