Indemnification by Surviving Corporation. (a) From and after the Effective Time, the Surviving Corporation will indemnify and hold harmless the present and former officers and directors of the Company and its subsidiaries (solely when acting in such capacity) determined as of the Effective Time (the “Company Parties”), against all losses, expenses, claims, damages, liabilities and amounts that are paid in settlement of, or otherwise in connection with, any claim, action, suit, proceeding or investigation (a “Claim”), to which any such person is or may become a party by virtue of his or her service as a present or former director or officer of the Company or any of its subsidiaries and arising out of actual or alleged events, actions or omissions occurring or alleged to have occurred at or prior to the Effective Time (including the Transactions), in each case to the fullest extent permitted under the DGCL (and shall pay expenses in advance of the final disposition of any such action or proceeding to each Company Party to the fullest extent permitted under the DGCL, upon receipt from the Company Party to whom expenses are advanced of the undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification).
(b) Any Company Party wishing to claim indemnification under this Section 6.15, upon learning of any such Claim, shall notify the Surviving Corporation (although the failure so to notify the Surviving Corporation shall not relieve the Surviving Corporation from any liability that the Surviving Corporation may have under this Section 6.15, except to the extent such failure materially prejudices the Surviving Corporation). The Surviving Corporation shall have the right to assume the defense thereof and the Surviving Corporation shall not be liable to such Company Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Company Parties in connection with the defense thereof, except that if the Surviving Corporation elects not to assume such defense or if there is an actual or potential conflict of interest between, or different defenses exist for the Surviving Corporation and the Company Parties, the Company Parties may retain counsel satisfactory to them and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Company Parties promptly as statements therefor are received; provided, however, that (i) the Surviving Corporation shall not, in connection with any one such ac...
Indemnification by Surviving Corporation. The Surviving Corporation, hereby indemnifies and holds harmless Parent and each of its affiliates, directors, officers, employees, advisors and agents from and against all claims, liabilities, lawsuits, costs, damages or expenses (including, without limitation, reasonable attorneys' fees and expenses incurred in litigation or otherwise) arising out of and sustained by any of them due to (a) any misrepresentation or breach of any representation, warranty, covenant or agreement of Purchaser contained in this Agreement or any of the Transaction Documents; or (b) the ownership or use of the Assets, including, without limitation, any and all claims, liabilities, Taxes, debts, contracts, agreements, obligations, damages, costs and expenses, known or unknown, fixed or contingent, claimed or demanded by third parties against the Parent arising out of the operation of the Purchaser's business prior to or after the Closing Date (except as to Purchaser's business previously owned and operated by the Company, only after the Closing Date) or as a result of the Transactions, which were not specifically disclosed herein or in the Schedules attached hereto (collectively all claims described in this Section 7.2, being "Section 7.2 Indemnified Claims").
Indemnification by Surviving Corporation. FairPoint and, after the Closing Date, the Surviving Corporation and Buyers shall, jointly and severally, indemnify and hold harmless Supplier and its Affiliates and their respective officers, directors, employees, successors and assigns (collectively, “Supplier Indemnitees”) from and against any expense, claim, loss or damage (including court costs and reasonable attorney’s fees) (“Losses”) suffered or incurred by any of the Supplier Indemnitees in connection with any third-party claims against any of the Supplier Indemnitees arising from or relating to:
(a) all claims for bodily injury to persons or physical damage to tangible personal or real property for which FairPoint (and after the Closing Date Surviving Corporation and Buyers) are legally liable to that third party, except to the extent caused by the negligence or intentional misconduct of Supplier Indemnitees;
(b) all claims arising from a violation of any federal, state, local or foreign law, rule, regulation or order applicable to FairPoint by FairPoint;
(c) all claims for any Tax owed by Surviving Corporation and Buyers under Article XVII (including any Tax that is the subject of an exemption certificate which exemption is determined to have been inapplicable in whole or in part);
Indemnification by Surviving Corporation. Apple South shall indemnify Holders, and their officers, directors, agents, employees, and Affiliates, from and against (i) any losses, damages, Liabilities, costs and expenses, including reasonable attorneys' fees and amounts paid in settlement to a third party, that they may incur or suffer as a result of the actions or omissions to act of the Surviving Corporation or any of its Affiliates following Closing and (ii) any damages, losses, Liabilities, costs, and expenses, including reasonable attorneys' fees and amounts paid in settlement, that result from a breach of any representation, warranty, covenant, or agreement of Apple South contained in this Agreement or any certificate, instrument, agreement or other writing delivered by or on behalf of Apple South or Merger Sub pursuant to this Agreement or in connection with the transactions contemplated herein or in enforcing this indemnification (collectively "Shareholders' Indemnified Losses", and together with Apple South's Indemnified Losses, "Indemnified Losses").
Indemnification by Surviving Corporation. Surviving Corporation shall indemnify, defend and hold the Shareholders of the Merged Corporation, and their respective spouses, heirs and successors and assigns harmless from and against any and all liability and losses (including attorneys' fees and other legal costs) which may be incurred or suffered by any such party and which may arise out of or result from any breach of any representation, warranty, covenant or agreement of Surviving Corporation contained in this Agreement or any agreement or document referred to herein.
Indemnification by Surviving Corporation. 43 Section 5.20 Consents to Option Assumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Section 5.21 Efforts and Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 ii. 4
Indemnification by Surviving Corporation. The Certificate of Incorporation and Bylaws of the Surviving Corporation at the Effective Time shall not be amended, repealed or otherwise modified for a period of three (3) years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors or officers of Avidia in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by law. Notwithstanding the foregoing or any provision of the Certificate of Incorporation or Bylaws of the Surviving Corporation, neither PG, Merger Sub, the Surviving Corporation nor any of their affiliates, nor any of their respective officers, directors, successors and assigns, shall indemnify any individual for the loss of shares of PG Common Stock constituting part of the Holdback Amount.
Indemnification by Surviving Corporation. Subject to Sections 9.5 and 9.6, the Surviving Corporation covenants and agrees that it will indemnify, defend, protect and hold harmless the Stockholders and their respective agents, representatives, Affiliates, beneficiaries and heirs and employees from and against all Losses incurred by any of such indemnified persons as a result of or arising from (a) any breach of the representations and warranties of SIS set forth herein or in the Schedules or certificates attached hereto, and (b) any breach or nonfulfillment of any covenant or agreement on the part of SIS under this Agreement.
Indemnification by Surviving Corporation. Surviving Corporation agrees to indemnify and hold harmless each Shareholder from and against, without duplication, all costs, fees, liabilities, losses, charges, claims, expenses and damages, including reasonable legal expenses and costs of investigation, as and actually incurred or as and actually paid by such Shareholder (collectively "Shareholder Losses") as a result of:
(a) the breach of any of Parent's or Acquisition Co.'s representations, warranties or agreements contained herein or in any agreement, document, instrument, certification, Disclosure Schedule, Schedule, Exhibit or writing delivered pursuant hereto;
(b) the actual or threatened commencement of any proceeding, suit or action against such Shareholder which (i) is not indemnifiable by such Shareholder pursuant to Section 8.1 above, (ii) is based upon Section 8.2(a) above or the operations of the Surviving Corporation after the Closing, and (iii) if determined adversely to him (regardless of the actual determination thereof) would result in a Shareholder Loss (any such pending or threatened suit or action being a "Shareholder Covered Action"); or
(c) any and all actions, suits or proceedings, claims or demands incident to any of the foregoing;
Indemnification by Surviving Corporation. Subject to applicable law and to the extent provided in the Company's Articles of Incorporation and Code of Regulations in effect as of the date of this Agreement, the Surviving Corporation will indemnify each individual who served as a director or officer of the Company as of the Effective Time from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including all court costs and reasonable attorneys' fees and expenses, resulting from, arising out of, relating to, in the nature of, or caused by this Agreement or any of the transactions contemplated herein; provided that, on or prior to the sixth anniversary of the Effective Time, such Persons shall have notified the Company in writing of a claim for such indemnification.
