Indemnification by Parent and Surviving Corporation. Parent and Surviving Corporation, jointly and severally, agree to indemnify and hold harmless the Shareholders in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs) which the Shareholders incur as a result of the breach of any of the representations or warranties made by Parent in or pursuant to this Agreement or any of the covenants made by Parent or the Surviving Corporation in this or any related Agreement which are to be performed at or after the Preliminary Closing or the Final Closing. The indemnification obligations of Parent and Surviving Corporation under this Section 6.3 shall survive the Preliminary Closing and the Final Closing.
Indemnification by Parent and Surviving Corporation. In addition to the other rights provided for in this Section 5.11 and not in limitation thereof, from and after the Effective Time, Parent will, and will cause the Surviving Corporation to, to the fullest extent permitted by applicable law, (i) indemnify and hold harmless the individuals who on or prior to the Effective Time were officers, directors or employees of Company or any of its Subsidiaries, and the heirs, executors, trustees, fiduciaries and administrators of such officers, directors or employees (collectively, the "INDEMNITEES") against all losses, Indemnitee Expenses (as hereinafter defined), claims, damages, liabilities, judgments, or amounts paid in settlement (collectively, "INDEMNITEE COSTS") in respect to any threatened, pending or completed claim, action, suit or proceeding, whether criminal, civil, administrative or investigative based on, or arising out of or relating to the fact that such person is or was a director, officer or employee of Company or any of its Subsidiaries and arising out of acts or omissions occurring on or prior to the Effective Time (including, without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (an "INDEMNIFIABLE CLAIM") and (ii) advance to such Indemnitees all Indemnitee Expenses incurred in connection with any Indemnifiable Claim promptly after receipt of reasonably detailed statements therefor; provided, that, the person to whom Indemnitee Expenses are to be advanced would be required to repay such advances if it is ultimately determined that such person is not entitled to indemnification from Parent or the Surviving Corporation. Parent will not be liable for any settlement effected without its written consent (which consent will not be unreasonably withheld or delayed). Except as otherwise may be provided pursuant to any Indemnity Agreement, the Indemnitees as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnitee, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnitees. For the purposes of this Section 5.11, "INDEMNITEE EXPENSES" will include reasonable attorneys' fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witn...
Indemnification by Parent and Surviving Corporation. Parent and the Surviving Corporation severally and not jointly agree to indemnify and hold the Shareholders harmless against all Losses incurred or suffered by the Shareholders, or any of them, directly or indirectly, as a result of (i) any breach or inaccuracy of a representation or warranty of Parent and Merger Sub contained in this Agreement (or in any certificate, schedule or other instrument delivered pursuant to this Agreement) or (ii) any failure by Parent and Merger Sub to perform or comply with any covenant applicable to them contained in this Agreement. Except for claims for equitable relief, indemnification pursuant to this Section 7.2(b) shall be the sole and exclusive remedy for the Shareholders for (i) any breach or inaccuracy of a representation or warranty of Parent and Merger Sub contained in this Agreement (including any schedule or certificate delivered to the Company and the Principal Shareholders by Parent pursuant to this Agreement) or (ii) any failure by Parent and Merger Sub to perform or comply with any covenant applicable to them contained in this Agreement.
Indemnification by Parent and Surviving Corporation. Parent and, after the Closing, Parent and the Surviving Corporation each agree to and shall indemnify the Holders and hold them harmless against any Losses which any such Holder may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to or by virtue of the breach by Parent of any representation, warranty, covenant or agreement made by Parent or Merger Sub in this Agreement, any of the schedules or exhibits attached hereto or any of the certificates furnished by Parent pursuant to this Agreement. The amount of Parent’s and, after the Closing, Parent’s and the Surviving Corporation’s aggregate liability under this Section 9.2(b) shall not exceed $25,000,000. All indemnification of the Holders by Parent under this Section 9.2(b) shall be effected by payment by Parent to the Holder Representative or its designee in immediately available funds by wire transfer to be distributed to the Holders in proportion to their respective portion of the Closing Consideration and Earn-Out Consideration in accordance with the Payment Schedule.
Indemnification by Parent and Surviving Corporation. Parent and Surviving Corporation, jointly and severally, agree to indemnify and hold harmless Shareholder in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs, as defined hereafter) which Shareholder incurs in excess of $50,000 in the aggregate as a result of the breach of any of the representations, warranties and covenants made by Parent in or pursuant to this Agreement. The indemnification obligations of Parent and Surviving Corporation under this Section 7.3 shall survive the Closing and will terminate at the time specified in Section 7.1, except with respect to any indemnity claim or claims pending on the date of such termination.
Indemnification by Parent and Surviving Corporation. Subject to the terms and conditions set forth in Section 8.3, Parent and the Surviving Corporation, jointly and severally, shall indemnify Company and its stockholders and their respective directors, officers, employees, members, affiliates, partners, agents or advisors, or any of their respective successors and assigns (the "Company Indemnified Persons"), and hold them harmless against any and all Damages incurred or suffered by them resulting from, relating to, arising out of or constituting any breach of any representation or warranty of Parent or Merger Sub or any failure to perform any covenant or agreement of Parent or Merger Sub contained in this Agreement or in any closing certificate delivered hereby (including any Damages suffered through and after the applicable survival period); provided, that such Damages result from events occurring prior to such time and provided further that Company makes a written claim for indemnification against Parent pursuant to this Section 8.5 and Section 9.2 within the survival period set forth in Section 8.1.
Indemnification by Parent and Surviving Corporation. Parent and, after the Closing, Parent and the Surviving Corporation each agree to and shall indemnify the Holders and each of their respective officers, directors, employees, beneficiaries, heirs and assigns and hold them harmless against any Losses which any of them may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to or by virtue of the breach by Parent of any representation, warranty, covenant or agreement made by Parent or Merger Sub or, after the Closing, Parent or the Surviving Corporation in this Agreement. The amount of Parent’s and, after the Closing, Parent’s and the Surviving Corporation’s aggregate liability under this Section 9.2(b) shall not exceed in the aggregate Parent’s payment obligations under Article IV. All indemnification of the Holders by Parent and the Surviving Corporation under this Section 9.2 shall be effected by payment by Parent to the Payments Administrator in immediately available funds by wire transfer to be further distributed to the Holders in proportion to their respective portions of the Merger Consideration in accordance with the Payment Schedule.
Indemnification by Parent and Surviving Corporation. Parent and Surviving Corporation will jointly and severally indemnify and hold harmless Xxxx X. Xxxxxx (“Cullen”) and his heirs and assigns (hereinafter in this Section 5.2 referred to individually as a “Cullen Indemnified Person”) from and against any and all Damages directly or indirectly arising out of any breach of any covenant or obligation of the Company or the Surviving Corporation arising solely out of facts or circumstances occurring at or after the Effective Time that give rise to Cullen’s guarantee obligation under that certain Guaranty of Lease Agreement, dated as of July 18, 2002, by and between Cullen and SBHI, Inc. (an “Indemnifiable Breach”) and any proceeding relating directly or indirectly to any such Indemnifiable Breach (including any proceeding commenced by any Cullen Indemnified Person for the purpose of enforcing any of such Cullen Indemnified Person’s rights under this Section 5(b).
Indemnification by Parent and Surviving Corporation. Parent and, after the Closing, Parent and the Surviving Corporation each agree to and shall indemnify the Holders and hold them harmless against any Losses which any such Holder may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to or by virtue of the breach by Parent of (i) any representation or warranty made by Parent or Merger Sub under this Agreement or (ii) any covenant or agreement that is required to be performed by Parent following the Closing under this Agreement or any of the schedules or exhibits attached hereto or any of the certificates furnished by Parent pursuant to this Agreement (but excluding any agreements the forms of which are attached as exhibits hereto that will be governed by the terms set forth therein). The amount of Parent’s and, after the Closing, Parent’s and the Surviving Corporation’s aggregate liability (x) under Section 9.2(b)(i) above shall not exceed $16,750,000 and (y) under Section 9.2(b)(ii) above shall not exceed the Earn-Out Cap (provided, that such Earn-Out Cap shall be adjusted downward pursuant to Section 9.2(a)(iii)(B) to the extent that Parent exercises its right of setoff against the Earn-Out Consideration). All indemnification of the Holders by Parent under this Section 9.2(b) shall be effected by payment by Parent to the Paying Agent in immediately available funds by wire transfer to be distributed to the Holders in proportion to their respective portion of the Closing Consideration and Earn-Out Consideration in accordance with the Payment Schedule.
Indemnification by Parent and Surviving Corporation. Subject to the terms and conditions set forth in Section 8.3, Parent and the Surviving Corporation, jointly and severally, shall indemnify Company (prior to the Effective Time) or the Stockholders (subsequent to the Effective Time) and hold each of them harmless against any and all Damages incurred or suffered by them resulting from, relating to, arising out of or constituting any breach of any representation or warranty or any failure to perform any covenant or agreement of Parent or Merger Sub contained, or referred to, in the Transaction Agreements or in any certificate, agreement, letter or document delivered hereby or thereby (including any Damages suffered through and after the applicable survival period); PROVIDED, HOWEVER, that Company or the Stockholders, as the case may be, makes a written claim for indemnification against Parent pursuant to this Section 8.5 and Section 9.2 within the survival period set forth in Section 8.1.
