Indemnification by Parent and Merger Sub. (a) After the Effective Time, the Members shall be indemnified and held harmless by Parent and Merger Sub (collectively, the “Member Indemnified Parties”) for any Losses arising out of or resulting from :
Indemnification by Parent and Merger Sub. Subject to the limitations set forth in this Article VIII, Parent hereby agrees to indemnify, defend and hold harmless the Company Shareholders and their respective officers, directors, agents, attorneys and employees (hereinafter "Company Indemnified Persons") from and against any and all Damages incurred or sustained by Company Indemnified Persons as a result of:
Indemnification by Parent and Merger Sub. From the date of this Agreement through the Closing Date, Parent and Merger Sub shall jointly and severally indemnify and hold harmless the Company, its successors and assigns, and their respective managers, officers, directors, employees and agents (each, a “Company Indemnified Party”) from and against any Damages that such Company Indemnified Party may sustain, suffer or incur and that result from, arise out of or relate to (i) any breach by either Parent or Merger Sub of any of their representations, warranties, covenants or agreements contained in this Agreement, and/ or (ii) any fraud committed by or the willful breach of this Agreement by Parent or Merger Sub.
Indemnification by Parent and Merger Sub. (a) Notwithstanding the Closing and regardless of any investigation at any time made by or on behalf of the Company or of any knowledge or information that the Company may have, the Parent and Merger Sub shall jointly and severally indemnify and fully defend, save and hold harmless the Former Company Stockholders from any Losses arising out of or resulting from any breach of any Parent Covered Representation or the Former Company Stockholders’ enforcement of their rights under this Section 10.3.
Indemnification by Parent and Merger Sub. Subject to the limitations contained in Sections 10.2, this Section 10.4 and Section 10.7, from and after the Effective Date, Parent shall hold harmless and indemnify each of the Company Shareholders from and against, and shall compensate and reimburse each of the Company Shareholders for, any Damages which are directly or indirectly suffered or incurred by any of the Company Shareholders or to which any of the Company Shareholders 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 Parent or Merger Sub in Section 3. Notwithstanding the foregoing, a Company Shareholder's sole recourse for any Damages with respect to which indemnification is sought under this Section 10 (other than Damages determined by a court in a proceeding from which no further appeal is permitted to be taken to have been primarily caused by fraud or intentional misrepresentation) shall be to the Parent Indemnity Shares.
Indemnification by Parent and Merger Sub. Parent and Merger Sub shall jointly and severally indemnify, defend and hold harmless the Shareholders (and, if the transaction contemplated herein is not consummated, TCD and its directors, officers, agents, representatives and employees) and his successive successors and permitted assigns (collectively, the "Seller Indemnified Parties" and, together with the Purchaser Indemnified Parties, collectively referred to as the "Indemnified Parties") from and against any and all Losses imposed on, incurred or suffered by or asserted against any Seller Indemnified Party, directly or indirectly, to the extent resulting from, arising out of, or incurred with respect to (a) any breach of any representation or warranty of Parent and Merger Sub contained in this Agreement, except for Sections 4.1 and 4.2, (b) any breach of any representation or warranty of Parent and Merger Sub contained in Sections 4.1 and 4.2 and (c) any breach of any covenant of Parent or Merger Sub set forth in this Agreement; provided, however, neither Parent nor Merger Sub shall have any liability for indemnification with respect to the matters arising under clause (a) of this Section 9.3, to the extent the aggregate of all such Losses exceeds $200,000.
Indemnification by Parent and Merger Sub. Subject to the limitations set forth in this Article X, from and after the Closing Date, Parent and the Surviving Corporation shall indemnify the Stockholders and their respective successors and assigns, and, to the extent any Stockholder is an entity, its officers, directors and Affiliates (the “Stockholder Indemnified Parties”) for and hold the Stockholder Indemnified Parties harmless from any and all Losses suffered or incurred by them to the extent related to or arising out of: (a) any breach of any representation and warranty made by Parent or Merger Sub to the Company in this Agreement or any certificates or other instruments delivered by such Parent or Merger Sub pursuant to this Agreement; or (b) any breach by Parent or Merger Sub of any of its covenants in or obligations under this Agreement.
Indemnification by Parent and Merger Sub. Parent and Merger Sub hereby agree to indemnify and hold harmless Shareholder and its members, manager's, directors, officers, employees and all persons which directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Shareholder (collectively, "Shareholder's Indemnified Parties") from, and to reimburse Shareholder and its members, manages, directors, officers, employees and all persons which directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Shareholder for, any and all losses, damages, liabilities claims, fees, costs and expenses of any kind related thereto (including, without limitation, any and all reasonable legal fees) actually incurred or suffered by Shareholder's Indemnified Parties (excluding the benefit of any insurance proceeds received by or owed to such parties) arising out of, based upon or resulting from (i) breach of any representation or warranty of Parent or Shareholder contained in this Agreement, or (ii) the breach of or failure to perform by Parent or Shareholder and of their covenants or obligations contained in this Agreement.
Indemnification by Parent and Merger Sub. Subject to the provisions of Section 8.1, the Parent and Merger Sub shall jointly and severally indemnify and hold harmless the Company, the Shareholders and each their respective Affiliates, officers, directors, stockholders, representatives and agents (collectively, the "Company Indemnitees") from and against and in respect of any and all Losses (as defined below) incurred by, resulting from, arising out of, relating to, imposed upon or incurred by the Shareholders or any other Company Indemnitee by reason of:
Indemnification by Parent and Merger Sub. (a) Parent and Merger Sub expressly and unequivocally agree to indemnify and hold harmless Shareholders and Company, its officers, directors, advisors, agents, attorneys and accountants ("Shareholder Indemnitees") harmless from any and all Damages, as defined in 7.2(a), directly or indirectly resulting from, relating to or arising out of, howsoever caused, regardless of responsibility or negligence, as follows:
