Common use of Indemnification by HOLDING Clause in Contracts

Indemnification by HOLDING. HOLDING covenants and agrees that it will indemnify, defend, protect and hold harmless the COMPANY and the STOCKHOLDERS at all times from and after the date of this Agreement until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the COMPANY or the STOCKHOLDERS as a result of or arising from (i) any breach by HOLDING or NEWCO of its representations and warranties set forth herein or on the schedules or certificates delivered in connection herewith as of the date made and as of the date any such representations and warranties are re-confirmed, (ii) any breach on the part of HOLDING or NEWCO of any agreement under this Agreement, (iii) any liability which the STOCKHOLDERS may incur due to HOLDING's or NEWCO's failure to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that HOLDING or NEWCO has claims against the STOCKHOLDERS by reason of such liabilities); (iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, either (1) arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to HOLDING or NEWCO included in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (2) arising out of or based upon any omission or alleged omission to state therein a material fact relating to HOLDING or NEWCO required to be stated therein or necessary to make the statements therein not misleading or (v) the matters described on Schedule 11.2(v).

Indemnification by HOLDING. HOLDING covenants and agrees that it will indemnify, defend, protect and hold harmless the COMPANY and the STOCKHOLDERS at all times from and after the date of this Agreement until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the COMPANY or the STOCKHOLDERS as a result of or arising from (i) any breach by HOLDING or NEWCO of its representations and warranties set forth herein or on the schedules or certificates delivered in connection herewith as of the date made and as of the date any such representations and warranties are re-confirmed, (ii) any breach on the part of HOLDING or NEWCO of any agreement under this Agreement, (iii) any liability which the STOCKHOLDERS may incur due to HOLDING's or NEWCO's failure to be 51 responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that HOLDING or NEWCO has claims against the STOCKHOLDERS by reason of such liabilities); (iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, either (1) arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to HOLDING or NEWCO included in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (2) arising out of or based upon any omission or alleged omission to state therein a material fact relating to HOLDING or NEWCO required to be stated therein or necessary to make the statements therein not misleading or (v) the matters described on Schedule 11.2(v).