Indemnification by Founders. Founders shall indemnify the Fund and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by the Fund which result from: (i) Founders' lack of good faith in performing its obligations hereunder; or (ii) the gross negligence or willful misconduct of Founders or its employees, agents or contractors in connection herewith. The Fund shall not be entitled to such indemnification in respect of actions or omissions constituting gross negligence or willful misconduct on the part of the Fund or its employees, agents or contractors other than Founders, unless such gross negligence or willful misconduct results from or is accompanied by gross negligence or willful misconduct on the part of Founders, any affiliated person of Founders, or any affiliated person of an affiliated person of Founders. Before confessing any claim against it which may be subject to indemnification hereunder, the Fund shall give Founders reasonable opportunity to defend against such claim in its own name or in the name of the Fund.
Indemnification by Founders. Subject to written notice of such claim for indemnification being given to the applicable Founder within the appropriate survival period referred to in Section 15.1, such Founder, severally and not jointly, hereby agrees to indemnify and hold New United and its directors, officers, employees, Affiliates, agents, successors and assigns (collectively, the "Founder Indemnified Parties") harmless from and against any and all Losses resulting from, based upon, arising out of or otherwise in respect of, and all Claims incident or relating to or resulting from (a) any inaccuracy in or any breach of any representation or warranty of such Founder contained in this Agreement or in any certificate delivered by or on behalf of such Founder or its Founder Newco pursuant to this Agreement or the applicable Founder Newco Merger Agreement, (b) any nonperformance or breach of any covenant or agreement of such Founder contained in this Agreement, and (c) any Claim brought by a third party against a Founder Indemnified Party in respect of any untrue statement of a material fact in the Proxy Statement or Registration Statement, or omission to state any material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading to the extent that such untrue statement or omission was based upon information provided by or on behalf of such Founder in writing expressly for purposes of inclusion in the Proxy Statement or Registration Statement.
Indemnification by Founders. Upon the terms and subject to the conditions set forth in Section 4.4 hereof, Founders agree to indemnify and hold Buyer and the Company harmless against, and will reimburse Buyer (or the Company if Buyer so requests) on demand for, any payment, loss, damage (including incidental and consequential damages), cost or expense (including reasonable attorney's fees and reasonable costs of investigation incurred in defending against such payment, loss, damage, cost or expense or claim therefor) made or incurred by or asserted against Buyer or the Company at any time after the Closing Date in respect of any omission, misrepresentation, breach of warranty, or nonfulfillment of any term, provision, covenant or agreement on the part of Shareholders contained in this Agreement, or from any misrepresentation in, or omission from, any certificate or other instrument furnished or to be furnished to Buyer pursuant to this Agreement.
Indemnification by Founders. (a) Each of the Founders shall, with respect to the representations, warranties and agreements made by him in this Article 3 jointly and severally with the Company and the Company Shareholders as provided in Article 8, indemnify, defend and hold QIAGEN harmless against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including legal and accounting fees and expenses), arising from the untruth, inaccuracy or breach of any such representations, warranties or agreements of the Founder. Without limiting the generality of the foregoing, QIAGEN shall be deemed to have suffered liability, loss or damage as a result of the material untruth, inaccuracy or breach of any such representations or warranties if such liability, loss or damage shall be suffered by QIAGEN as a result of such material untruth, inaccuracy or breach of any facts or circumstances constituting such material untruth, inaccuracy or breach.
Indemnification by Founders. FOUNDERS hereby agrees to indemnify and hold harmless NFRM from and against: (a) any loss, liability, claim, obligation, damage or deficiency of or to NFRM arising out of or resulting from any misrepresentation, breach of warranty or non-fulfillment of any covenant on the part of FOUNDERS contained in this Agreement or in any statement or certificate furnished or to be furnished to NFRM in connection with the transactions contemplated hereby; and (b) any actions, judgments, costs and expenses (including reasonable attorneys fees and all other expenses reasonably incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened) incident to any of the foregoing or the enforcement of this Section 5.2
Indemnification by Founders. Founders agree to jointly and severally indemnify the Purchaser Indemnified Parties against, and agree to hold the Purchaser Indemnified Parties harmless from, any and all Damages incurred or suffered by the Purchaser Indemnified Parties, and the Purchaser Indemnified Parties may immediately make a claim against the Founders for monetary damages (Schadensersatz in Geld) pursuant to Section 249 et seq. BGB for any and all Damages suffered by the Purchaser Indemnified Parties, arising out of any of the following:
Indemnification by Founders. 15.4 Indemnification by New United and United........... 15.5
Indemnification by Founders. Subject to the terms and conditions of this Article VII, each Founder, on a several basis in accordance with his Escrow Percentage, from and after the Effective Time shall indemnify, defend and hold harmless Parent and the Merger Subs and their respective Affiliates, stockholders, officers, directors, employees, agents (including, from and after the Effective Time, the Company) and their successors and assigns (collectively, the “Parent Indemnified Parties”), and shall reimburse the Parent Indemnified Parties for, any liability, loss, damage, payment (including, without limitation, those arising out of any demand, settlement approved in accordance with this Article VII or final judgment relating to any legal, equitable or arbitration action or Proceeding), obligation, action, suit, proceeding, claim, demand, Tax, cost or expense (including reasonable attorney’s fees and expenses) (collectively, “Losses”), arising, directly or indirectly, from or in connection with: AGREEMENT AND PLAN OF MERGER
Indemnification by Founders. The Founders, jointly and severally, agree to indemnify and hold the Parent Indemnified Parties harmless against all Losses incurred or suffered by the Parent Indemnified Parties, or any of them (including the Company after the Closing), directly or indirectly, as a result of any breach or inaccuracy of the representations or warranties in Section 2.18 or any infringement of any Intellectual Property of NetPack Inc. ("Intellectual Property Losses"); provided, that (i) no assets remain in the Escrow Fund and (ii) the Company's, the Company Stockholders' and the Founders' aggregate amount of liability for indemnification of such Intellectual Property Losses pursuant to Section 6.2(a) and 6.2(b) does not exceed $9,000,000; provided further, that for the purposes of determining whether the $9,000,000 limitation has been reached, the amount of any Loss that has been satisfied by recourse to the Escrow Fund shall be deemed to be the product of (A) the number of Escrow Shares delivered out of the Escrow Fund in respect of any such Loss and (B) the Parent Stock Price. No Company Stockholders other than the Founders shall be liable pursuant to this SECTION 6.2(b) for Losses in excess of the Escrow Fund.
Indemnification by Founders. From and after the Closing Date, each of the Founders (the “Indemnitors”) shall, severally and jointly, indemnify, defend and hold harmless Parent and its Affiliates (including but not limited to the Group Companies from and after the Closing) and their respective officers, directors, employees, stockholders, agents, attorneys, successors and assigns (collectively, the “Parent Indemnitees”) from and against all Liabilities, losses, damages (including but not limited to incidental and consequential damages), claims, costs and expenses (including but not limited to reasonable attorneys’ fees and expenses incurred in connection with the investigation or defense of any of the same or in responding to or cooperating with any governmental investigation), awards, judgements, fines and penalties actually suffered or incurred by Parent Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) (hereinafter “Losses”), attributable to, arising out of or relating to:
