Common use of Indemnification by Surviving Corporation and Parent Clause in Contracts

Indemnification by Surviving Corporation and Parent. Subject to the provisions of paragraph 13.4, Parent shall promptly indemnify, defend, and hold Shareholders harmless against any and all losses, costs, and expenses (including reasonable cost of investigation, court costs and legal fees) and other damages resulting from (i) any breach by Parent or Surviving Corporation of any of their covenants, obligations, representations or warranties or breach or untruth of any representation or warranty contained in this Agreement or any certificate or document of Parent or Surviving Corporation delivered pursuant to this Agreement, (ii) any claim which is brought or asserted by any third party(s) against Shareholders for failure to pay or perform any of the Continuing Liabilities, and (iii) any claim that is brought or asserted by any third party(s) against Shareholders arising out of the ownership, licensing, operation or conduct of the Business or the conduct of any of Company's employees, agents or independent contractors, relating to periods of time subsequent to the Transaction Effective Date. Any indemnification payment pursuant to the foregoing shall include interest at the Rate from the date that the loss, cost, expense or damage was incurred until the date of payment.

Indemnification by Surviving Corporation and Parent. Subject to the provisions of paragraph 13.4, Parent shall promptly indemnify, defend, and hold Shareholders Shareholder harmless against any and all losses, costs, and expenses (including reasonable cost of investigation, court costs and legal fees) and other damages resulting from (i) any breach by Parent or Surviving Corporation of any of their covenants, obligations, representations or warranties or breach or untruth of any representation or warranty contained in this Agreement or any certificate or document of Parent or Surviving Corporation delivered pursuant to this Agreement, (ii) any claim which is brought or asserted by any third party(s) against Shareholders Shareholder for failure to pay or perform any of the Continuing Liabilities, and (iii) any claim that is brought or asserted by any third party(s) against Shareholders Shareholder arising out of the ownership, licensing, operation or conduct of the Business or the conduct of any of Company's employees, agents or independent contractors, relating to periods of time subsequent to the Transaction Effective Date. Any indemnification payment pursuant to the foregoing shall include interest at the Rate from the date that the loss, cost, expense or damage was incurred until the date of payment.