Indemnification by the Company and the Shareholders. The Company and each of the Shareholders, jointly and severally, shall indemnify and hold harmless Buyer, its officers, agents, directors, employees, affiliates (including the Company, after the Closing), successors and assigns (collectively, the "Buyer Indemnified Parties") from and against any and all expenses (including, without limitation, attorneys' fees and costs), damages, liabilities or other monetary loss resulting from any and all claims, demands or threats thereof arising out of or relating to (i) any breach of the representations, warranties, covenants or agreements of the Company or the Shareholders contained in this Agreement; or (ii) that certain [***] Agreement dated [***], by and between [***], and the Company, as amended by Amendment No. 1 to [***] Agreement dated [***], and Amendment No. 2 to [***] Agreement dated [***] (the "[***] Agreement"), including but not limited to, payment obligations thereunder (excluding only (x) any amounts due for enhancements or support under Section 12 of the [***] Agreement accruing [***] Confidential treatment has been requested for redacted portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. after the Closing, (y) the payment of $[***] in quarterly royalty payments pursuant to Section 2 of the [***] Agreement through December 31, [***] and (z) the payment of Additional Royalties pursuant to Section 3 of the [***] Agreement for calendar years after 1997 if, and only if, such Additional Royalties are due as a result of tickets actually sold by the Company using the [***]), or the breach, alleged breach or termination of the [***] Agreement; provided, however, that, with respect to clause (ii) above, once the Shareholders have indemnified the Buyer Indemnified Parties for an aggregate of $[***] under clause (ii), the next $[***] for which indemnification would otherwise be due Buyer Indemnified Parties thereunder shall not be indemnifiable, but any amount thereafter shall again be indemnifiable by the Shareholders; and provided further, however, that upon the Closing, the Company shall cease to have any indemnification obligations pursuant to this Section 8.2 and the Shareholders shall have no right of contribution from the Company with respect to their indemnification obligations. Notwithstanding the foregoing, the Shareholders shall not have any indemnification obligation to Buyer pursuant to this Section 8.2(ii) with respect to th...
Indemnification by the Company and the Shareholders. Subject to this Article 6 and Section 4.4, the Company and the Shareholders will jointly and severally indemnify and save harmless the Purchaser from any and all Losses suffered or incurred by the Purchaser as a result of or arising directly or indirectly out of or in connection with:
(a) any inaccuracy of or any breach by the Company or the Shareholders of any representation or warranty regarding the Company contained in this Agreement or in any Contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, including the representations and warranties of the Company and the Shareholders contained in Section 4.2, except that the Company and the Shareholders will not be required to indemnify and save harmless the Purchaser in respect of any inaccuracy or breach of any such representation or warranty unless the Purchaser will have provided notice to the Company in accordance with Section 6.5 on or prior to the expiration of the applicable time period related to that representation and warranty set out in Section 4.4; and
(b) any breach or non-performance by the Company of any covenant or other obligation to be performed by it contained in this Agreement or in any Contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement.
Indemnification by the Company and the Shareholders. THE COMPANY AND THE SHAREHOLDERS (FOR PURPOSES OF THIS SECTION 9.3 AND, TO THE EXTENT APPLICABLE, SECTION 9.4, "INDEMNITOR"), JOINTLY AND SEVERALLY, SHALL INDEMNIFY AND HOLD PREMIER AND ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES (EACH OF THE FOREGOING, INCLUDING PREMIER, FOR PURPOSES OF THIS SECTION 9.3 AND, TO THE EXTENT APPLICABLE, SECTION 9.4, BEING REFERRED TO AS "INDEMNIFIED PERSON") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, CLAIMS, DAMAGES, ACTIONS, SUITS, COSTS, DEFICIENCIES AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL THROUGH APPEAL) ARISING FROM OR BY REASON OF OR RESULTING FROM ANY BREACH BY INDEMNITOR OF ANY REPRESENTATION, WARRANTY, AGREEMENT OR COVENANT CONTAINED IN THIS AGREEMENT (INCLUDING THE EXHIBITS HERETO) AND EACH DOCUMENT, CERTIFICATE, OR OTHER INSTRUMENT FURNISHED OR TO BE FURNISHED BY INDEMNITOR HEREUNDER, AND, WITH RESPECT TO ALL TIMES PRIOR TO THE CLOSING DATE, ARISING FROM OR BY REASON OF OR RESULTING FROM THE INDEMNITOR'S MANAGEMENT AND CONDUCT OF THE OWNERSHIP OR OPERATION OF THE COMPANY AND FROM ANY ALLEGED ACT OR NEGLIGENCE OF INDEMNITOR OR ITS EMPLOYEES, AGENTS AND INDEPENDENT CONTRACTORS IN OR ABOUT THE COMPANY'S BUSINESS, AND WITH RESPECT TO (i) ANY VIOLATION BY THE COMPANY OR THE SHAREHOLDERS OR THEIR CONSULTANTS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES OF STATE OR FEDERAL LAWS GOVERNING HEALTHCARE FRAUD AND ABUSE, OR ANY OVERPAYMENT OR OBLIGATION ARISING OUT OF OR RESULTING FROM CLAIMS SUBMITTED TO ANY THIRD PARTY PAYOR, WHETHER ON OR AFTER THE CLOSING DATE, (ii) TAXES OF THE COMPANY OR ANY OTHER PERSON (INCLUDING ANY SHAREHOLDER) ARISING FROM OR AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (iii) ANY LIABILITY OF THE COMPANY OR THE SHAREHOLDERS FOR COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) INCURRED IN
Indemnification by the Company and the Shareholders. The Company and the Shareholders, jointly and severally, jointly and severally agree to indemnify, defend and hold harmless Pre-Cell and Merger Sub and their respective directors, officers, shareholders, employees, agents, attorneys, consultants, Affiliates, successors, permitted assigns, and legal representatives from and against all direct and indirect losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses (including, without limitation, all reasonable costs of experts and all reasonable costs incidental to or in connection with any appellate process) (collectively, "Damages") asserted against or incurred by Pre-Cell or Merger Sub arising out of, in connection with or resulting from:
(a) any inaccuracy in or breach of any representation or warranty made by the Company and/or the Shareholders in this Agreement or in any writing delivered pursuant to this Agreement or at the Closing; or
(b) the failure of the Company or the Shareholders to perform or observe fully any covenant, agreement or provision to be performed or observed by the Company or the Shareholders pursuant to this Agreement or the Noncompetition Agreements.
Indemnification by the Company and the Shareholders. (a) Subject to SECTION 9.1(B), from and after the Closing, the Company and each Shareholder agree, jointly and severally, to indemnify, defend and save TMP and its Affiliates, and each of their respective officers, directors, employees, agents, employee benefit plans and fiduciaries, plan administrators or other parties dealing with any such plans (each, an "INDEMNIFIED TMP PARTY"), harmless from and against, and to promptly pay to an Indemnified TMP Party or reimburse an Indemnified TMP Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise) (individually a "LOSS" and collectively, the "LOSSES") sustained or incurred by any Indemnified TMP Party relating to, resulting from, arising out of or otherwise by virtue of (i) any misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder, (ii) any non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder, of any of their respective covenants or agreements contained in this Agreement or the Merger Documents to be performed by the Company, Shareholders, or any Affiliate of the Company or the Shareholders, (iii) allegations by a third party that is not an Indemnified TMP Party which, if true, would constitute a misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder or non-compliance with or breach by the Company or any Shareholder of any of their respective covenants or agreements contained in this Agreement or the Merger Documents to be performed by any Shareholder, the Company or any or their respective Affiliates, (iv) any claims, suits, actions, complaints, allegations or demands which have been or may be brought against the Company, any of the Shareholders, TMP, and their respective Affiliates and any of their respective officers,...
Indemnification by the Company and the Shareholders. 4.1.1. The Company agrees to jointly and severally and the Shareholders agree to severally indemnify each Purchaser against and hold each Purchaser harmless from any and all Damages (as defined below) of such Purchaser arising out of (i) the Pre-Closing Stock Exchange and (ii) the breach of any representation, warranty, covenant or agreement of the Shareholders or the 14 Company herein which the Purchasers assert within two years from the Closing Date. Notwithstanding the foregoing, (i) the Shareholders shall not be liable to Purchasers under this Section 4.1.1 for any Damages arising out of the breach of any representation, warranty, covenant or agreement of the Shareholders or the Company ("Warranty Claims") until the aggregate amount of all such Damages of Purchasers exceeds $50,000 (the "Shareholder's Threshold Amount"), in which case the Shareholders shall be required to indemnify Purchasers for the full amount of such Damages, (ii) the aggregate liability of any Shareholder under this Section 4.1.1 shall not exceed 100% of the total amount of the Purchase Price received by such Shareholder pursuant to this Agreement and (iii) a Shareholder's contribution to any indemnification payment shall be pro rata based on his respective ownership interest in the Company.
Indemnification by the Company and the Shareholders. Subject to the exclusions in Section 8.4 below, the Company and the Shareholders shall jointly and severally indemnify and hold Buyer and its Affiliates, and their respective officers, directors, managers, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, losses, damages and expenses (including, without limitation, reasonable attorneys’ fees and costs of defense related thereto) arising from or related to (i) any breach or inaccuracy of any representation or warranty made by the Company or any Shareholder in this Agreement or in Exhibits A, C or D hereto, (ii) any material breach or nonperformance of any covenant or agreement made by the Company or any Shareholder in this Agreement or in Exhibits A, C or D hereto, (iii) any breach of contract or other claims made by a third party alleging to have had a contractual or other right to acquire the Acquired Business or any of the Acquired Assets, and (iv) except for the Assumed Liabilities, any Liability or obligation of the Company or any Shareholder to a third party of any nature whatsoever, including but not limited to (i) a Seller’s failure to perform or discharge any its respective liabilities or obligations, (ii) a Seller’s obligations arising under that certain Agreement dated November 20, 2001 between Sellers and Human Asset Technologies, LLC, and any agreements or instruments contemplated thereby or that certain Referral Partner Agreement dated January 15, 2007 between Seller and SilkRoad Technology, Inc., and (iii) any Liability for Taxes arising out of the transactions contemplated by this Agreement or any Related Agreement, other than Taxes based on Buyer’s income.
Indemnification by the Company and the Shareholders. From and after the execution of this Agreement until the expiration of the Survival Period, the Company and the Shareholders, shall, jointly and severally, indemnify and hold harmless the Acquiror Company and its shareholders (collectively, the “Acquiror Company Indemnified Parties”), from and against any Damages arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by the Company or a Shareholder in this Agreement or in any certificate delivered by the Company pursuant to this Agreement;
(b) any breach by the Company or a Shareholder of any covenant or obligation of the Company in this Agreement required to be performed by the Company on or prior to the Closing Date; or
(c) any and all losses, claims, damages, or liabilities against the Company or a Shareholder, occurring on or prior to the Closing Date.
Indemnification by the Company and the Shareholders. The Company and the Shareholders hereby agree to indemnify, defend and hold harmless the Buyer and the Merger Subsidiary and each of their respective directors, officers, employees and controlled or controlling persons ("Affiliates") for all losses, liabilities, claims, damages, judgments, awards, costs and expenses (including, without limitation, interest, penalties, court costs and attorneys fees and expenses) (collectively, "Damages") incurred by, asserted against, resulting to or imposed on the Buyer, the Merger Subsidiary or the Merger Subsidiary's Affiliates, directly or indirectly, as a result of or arising out of (i) the inaccuracy or breach of any representation or warranty of the Company or the Shareholders contained or made in this Agreement made by the Company or the Shareholders as of the date of this Agreement or the Closing Date; (ii) the breach by the Company or the Shareholders of any covenant, agreement or obligation of the Company or the Shareholders contained in this Agreement made by the Company or the Shareholders as of the date of this Agreement or the Closing Date or (iii) any assertion by any past or current stockholder of the Company of any suit or action relating to the Merger or any of the transactions contemplated by this Agreement or any other ancillary document pursuant to this Agreement. The indemnification obligations of the Company and the Shareholders under this Section 8.1 shall exist for a period of two (2) years from the Effective Time.
Indemnification by the Company and the Shareholders. The Company and each Shareholder hereby agrees to indemnify Acquiror and Acqcorp promptly against, and to hold them harmless from any and all liability, loss, damage or injury together with all reasonable costs and expenses relating thereto, including all reasonable legal and accounting fees and expenses, incurred or sustained by them arising from any failure by the Company or the Shareholders to fulfill, or other breach of, any representation or warranty, or failure to perform or to fulfill or other breach or violation of, any covenant, agreement or other term obligating the Company or the Shareholders set forth in this Agreement, irrespective of any investigation that may be or may have been made by or for Acquiror or Acqcorp prior to the Effective Time of the Merger (collectively, a "Claim"); provided, however, no Claim may be made for amounts of damage which do not in the aggregate exceed a "deductible amount" of $50,000.
