Indemnification by Company Stockholders. (a) From and after the Effective Time (but subject to Section 9.1(a)), the Company Stockholders who shall have received, or shall be entitled to receive, consideration pursuant to Section 1.5, shall each, in accordance with their respective Pro Rata Share of Damages, hold harmless and indemnify each of the Parent Indemnitees from and against, and shall compensate and reimburse each of the Parent Indemnitees for, any Damages which are suffered or incurred by any of the Parent Indemnitees or to which any of the Parent 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:
Indemnification by Company Stockholders. (a) Subject to the limitations set forth in this Article X, each Company Stockholder (collectively, the “Parent Indemnitors”) shall indemnify and defend Parent and its Affiliates and their respective stockholders, members, managers, officers, directors and employees (collectively, the “Parent Indemnitees”) against, and shall hold them harmless from, any and all losses, damages, claims (including third party claims), charges, interest, penalties, taxes, diminution in value, costs and expenses (including legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Section 10.2) (collectively, “Losses”) resulting from, arising out of, or incurred by any Parent Indemnitee in connection with, or otherwise with respect to:
Indemnification by Company Stockholders. (a) From and after the Closing, each Company Stockholder shall severally (and not jointly) and in proportion to their respective Company Stockholder’s Pro Rata Share, hold harmless and indemnify each of Parent and its Affiliates (including the Final Surviving Entity after the Closing) and each of their respective officers, directors, employees, successors and assigns (collectively, the “Parent Indemnified Parties”) from and against any and all Losses arising out of or resulting from:
Indemnification by Company Stockholders. The stockholders of the Company identified in SCHEDULE 6.11 attached hereto (the "Indemnifying Stockholders") will indemnify, defend and save and hold Purchaser and Merger Sub harmless from and against any costs, expenses, damages, liabilities, losses or deficiencies, including, without limitation, reasonable attorneys' fees and other costs incident to any suit, action or proceeding (collectively "Losses") suffered or incurred by Purchaser or Merger Sub, respectively, arising out of or resulting from, and will pay Purchaser and Merger Sub on demand the full amount of any amounts which Purchaser or Merger Sub as the Surviving Corporation, respectively, may pay or may become obligated to pay in respect of:
Indemnification by Company Stockholders. Except with respect to Taxes, which shall be governed by Article XIII, from and after the Closing, the Company Stockholders shall indemnify and hold harmless Parent and its Subsidiaries (including the Surviving Corporation) (collectively, the “Parent Indemnified Parties”) from, against and in respect of, and will cause the Escrow Agent to pay from the Escrow Account in accordance with Article XVI and the Escrow Agreement to the Parent Indemnified Parties the amount of any Liability, charges, assessments, claims, demands, Actions, settlements, interest, penalties and expenses (including reasonable costs of investigation and reasonable attorneys’ fees and expenses) (collectively, “Losses”), incurred or suffered by the Parent Indemnified Parties, whether in respect of Third Party Claims (as defined below), or claims between the parties hereto, arising out of or relating to any of the following:
Indemnification by Company Stockholders. (a) The Company Stockholders hereby agree to indemnify, defend and hold Acquiror, the Surviving Corporation and their respective officers and directors, and each person, if any, who controls or may control Acquiror or the Surviving Corporation within the meaning of the Securities Act (all such persons hereinafter are referred to individually as an "Acquiror Indemnified Person" and collectively as "Acquiror Indemnified Persons," but in no event shall any stockholder of the Company prior to the Effective Time be such an Acquiror Indemnified Person) harmless (pro-rata in accordance with the their respective beneficial holdings of Escrow Stock) against all Losses resulting from, imposed upon or incurred by any Acquiror Indemnified Person, directly or indirectly, as a result of any of the following, anything in this Merger Agreement to the contrary notwithstanding:
Indemnification by Company Stockholders. (a) The Company Stockholders agree to indemnify, defend and hold harmless Acquiror and the Surviving Corporation and its officers, directors, agents and employees (hereinafter referred to individually as an "Indemnified Person" and collectively as "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, reasonable legal fees, net of any recoveries under existing insurance policies or indemnities from third parties, and any diminutions in value arising out of any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by the Company and/or the Company Stockholders in this Agreement, the Company Schedules or any exhibit or schedule to this Agreement (collectively, "Damages"). (The obligation under the preceding sentence is several but not joint as to all Company Stockholders other than BioQuest, but BioQuest is fully, jointly and severally obliged both for its own several share and for the respective several shares of the other Company Stockholders.) The Escrow Fund shall be security for this indemnity/defense obligation subject to the limitations in this Agreement, but the Indemnified Person's recourse shall not be limited to the Escrow Fund or to the value of the Escrow Fund, and after the Escrow Fund is exhausted or unavailable any remaining Damages hereunder are payable in cash unless the parties otherwise agree; provided that the Company Stockholders' obligations under this Section 8.2(a) shall not exceed $3,500,000 (plus any amount by which Section 2.25 was untrue) unless such obligations arise from a knowing misrepresentation, intentional breach of covenant, or other fraud on the part of the Company or the Company Stockholders, in which case there shall be no upper limit.
Indemnification by Company Stockholders. Subject to the terms and conditions of this Article 7, each Company Stockholder hereby agrees (without any right of contribution from the Company or the Surviving Corporation or any right of indemnification against the Company or the Surviving Corporation) to indemnify, defend and hold harmless Parent and each of its Subsidiaries and each of their respective directors, officers, agents and Affiliates (collectively, the "PARENT GROUP") from and against any loss, liability, damage, cost or expense (including costs and reasonable attorneys' fees and disbursements, but excluding any consequential, special or punitive damages, except when asserted by a third party in a Third Party Claim) (collectively, "DAMAGES") suffered, incurred or paid by any member of the Parent Group which arise out of or result from any or all of the following:
Indemnification by Company Stockholders. (a) Subject to the terms and conditions of this Article X, if the Closing occurs, the Company Stockholders (collectively, the “Indemnifying Parties”) will severally, but not jointly or jointly and severally, indemnify, defend and hold harmless Parent, its Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (each, with respect to any claim made pursuant to this Agreement, the “Indemnified Party”) from and against any and all Losses paid, suffered or incurred by, or imposed upon an Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach of any representation or warranty made by the Company set forth in Article III; or (ii) the breach of any covenant or agreement on the part of the Company set forth in this Agreement to be performed prior to or at the Closing.
Indemnification by Company Stockholders. The Company Stockholders will, severally and not jointly in proportion to the percentage of the Closing Share Payment allocated to each Company Stockholder on the Allocation Schedule, indemnify, hold harmless, defend and bear all costs of defending each of the Parent, the Surviving Corporation, the Company and the other Affiliates of Parent, together with their respective past, present and future employees, directors, shareholders, members, officers, managers, plan fiduciaries, attorneys, successors and assigns (the “Parent Indemnified Parties”), against, and in respect of, any and all Damages which may arise out of (i) any breach of the Company’s representations and warranties set forth in this Agreement, (ii) any other breach or violation of this Agreement by the Company or the Stockholder Representative, (iii) any proceeding with respect to Dissenting Shares or any payment to Company Stockholders holding Dissenting Shares in excess of the Merger Consideration paid to similar holders of equity which were not Dissenting Shares, (iv) any Taxes of the Company attributable to the Pre-Closing Tax Period to the extent such Taxes are Unpaid Liabilities, and (v) the good faith reliance by any of the Parent Indemnified Parties (A) on the directions of the Stockholder Representative pursuant to Section 10.11 hereof or (B) on the Allocation Schedule.
