Indemnification by Listco Clause Samples
Indemnification by Listco. Except as expressly provided in any provision of this Agreement, following the Closing Date, each member of the ARD Holdings Group and their stockholders, directors, officers, employees, agents, successors and assigns shall be indemnified and held harmless by Listco from and against all losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually suffered or incurred by them (hereinafter a “Loss”), to the extent arising out of or resulting from all actions (or omissions to act) of any member of the Listco Group under each Relevant Contract described in Section 2.01(b) and all actions of any member of the ARD Holdings Group in respect of each Relevant Contract that are taken (or not taken) at the direction of any member of the Listco Group (except to the extent resulting from any action by a member of the ARD Holdings Group with respect to a Relevant Contract that is not taken at the direction of a member of the Listco Group and that constitutes a breach by such member of the ARD Holdings Group of such Relevant Contract).
Indemnification by Listco. Subject to the other terms and conditions of this Section 8.03, ListCo shall indemnify and defend each of the Company Shareholders, their Affiliates and their respective Representatives (collectively, the “Company Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, them based upon, arising out of, with respect to or by reason of:
(i) any inaccuracy in or breach of any of the representations or warranties of ListCo contained in this Agreement or in any certificate or instrument delivered by or on behalf of ListCo pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or
(ii) any breach or non-fulfilment of any covenant, agreement or obligation to be performed by ListCo pursuant to this Agreement.