INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. (a) Subject to SECTION 8.03 and SECTION 9.01(b), from and after the Closing, the Company and each Stockholder agree, jointly and severally, to indemnify, defend and save TMP, the Surviving Corporation and their 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 Stockholder, (ii) any non-compliance with or breach by the Company or any Stockholder, or any Affiliate of the Company or any Stockholder, of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by the Company, any Stockholder, or any Affiliate of the Company or any Stockholder, (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 Stockholder or non-compliance with or breach by the Company or any Stockholder of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by any Stockholder, 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 Stockholders, TMP, TMP Sub an...
INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. The Company and each of the Company Stockholders shall jointly and severally indemnify and hold harmless Veeco, Acquisition and each of their respective agents, representatives, employees, officers, directors, stockholders, controlling persons and Affiliates (collectively, the "VEECO INDEMNITEES"), and shall reimburse the Veeco Indemnitees for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "DAMAGES") arising from or in connection with (a) any inaccuracy in any of the representations and warranties of any Company Stockholder or the Company in this Merger Agreement or in any certificate or other document required to be delivered by any Company Stockholder or the Company pursuant to this Merger Agreement, (b) any failure of any Company Stockholder or the Company to perform or comply with any agreement to be performed or complied with by it in this Merger Agreement, (c) any claim by any Person for brokerage or finder's fees or similar payments in connection with any of the transactions contemplated hereunder as the result of brokers, finders or investment bankers retained by any Stockholder or the Company, (d) any claim by any direct or indirect holder or former holder of capital stock or warrants or other securities of the Company in his or her capacity as such, (e) any Damages resulting from the election by any Stockholder, pursuant to the MBCA, to demand appraisal of their Company Common Stock in excess of the aggregate amount of Merger Consideration such Stockholder would have been entitled to receive pursuant to this Merger Agreement, or (f) Veeco's enforcement of the indemnification provisions contained herein. Notwithstanding the foregoing, the Company and the indemnifying Company Stockholders shall have no liability to Veeco or Acquisition under clause (a), (b) (other than any failure to comply with the covenant contained in Section 5.03(b)) or (d) of this Section 8.02, until the aggregate amount of all Damages under such clauses exceeds $850,000, and then for all such Damages in excess of such amount. Notwithstanding the foregoing, during the Escrow Period, the maximum liability of the Company Stockholders pursuant to this Section 8.02 shall not exceed the Veeco Shares placed in escrow pursuant to the Escrow Agreement plus $7.3 million, and subsequent to the expiration of the Escrow Period, the m...
INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. (a) Subject to Section 5.1(b) hereof, the Company and the Stockholders hereby agree, severally, to indemnify and hold harmless Telscape and Newco (collectively, the "Indemnified Parties") against and in respect of all damages, claims, losses and expenses (including, without limitation, reasonable attorneys' fees and disbursements) reasonably incurred by Telscape and Newco (all such amounts may hereinafter be referred to as the "Damages") arising out of: (i) any misrepresentation or breach of any warranty made by the Company or the Stockholder (as the case may be) pursuant to the provisions of this Agreement or in any statement, certificate or other document furnished by the Company or such Stockholder pursuant to this Agreement; and (ii) the nonperformance or breach of any covenant, agreement or obligation of the Company or any Stockholder contained in this Agreement which has not been waived by Telscape and Newco collectively. No Stockholder shall have the right to seek contribution from the Company in the event that such Stockholder is required to make any payments hereunder.
INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. Subject to the limitations and procedures set forth in this Section 13, the Company and the Stockholders shall jointly and severally indemnify and hold harmless Parent and Citadel from and against all losses, claims, demands, damages, liabilities, obligations, costs and/or expenses, including, without limitation, reasonable fees and disbursements of counsel (hereinafter referred to collectively as "DAMAGES"), which are sustained or incurred by Parent or Citadel, to the extent that such Damages are sustained or incurred by reason of (i) the breach of any of the obligations or covenants of the Company or the Stockholders in this Agreement or (ii) the breach of any of the representations or warranties made by the Company or the Stockholders in this Agreement. The foregoing notwithstanding, from and after the Closing Date, the Stockholders shall be solely responsible for any indemnification due under this Section 13.1 and shall have no right to seek contribution or indemnification from the Company.
INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. Subject to the terms and conditions of this Article XIV, the Company and the Stockholders agree to indemnify, defend and hold APP and the Surviving Corporation and their respective directors, officers, stockholders, employees, agents, attorneys, consultants and Affiliates harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses (including, without limitation, all costs of experts and all costs incidental to or in connection with any appellate process) (collectively, "Damages") asserted against or incurred by such individuals and/or entities arising out of or resulting from:
INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. (a) Subject to Section 8.5 hereof, the Company hereby agree to reimburse, defend, indemnify and hold harmless Remark and its Affiliates and its and their respective directors, officers, employees, stockholders, members, managers, partners, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Remark Indemnified Parties”) from and against any and all losses, Liabilities, fines, damages, Taxes and Expenses (individually, a “Loss” and, collectively, “Losses”) relating to, based upon, resulting from or arising out of:
INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. The Company and the Stockholders, jointly and severally on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns, agree to indemnify and hold harmless the Parent, BOL, and their respective officers, directors, employees and agents (individually, a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Parent Indemnified Party (a "Loss" or "Losses"), arising out of, based upon or in connection with:
INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. Subject to the conditions and limitations expressed in this Section 12, the Stockholders, severally but not jointly, and the Company (but the Company’s indemnification obligations under this Section 12 shall expire on the Closing) shall indemnify, defend and hold harmless Buyer and Merger Sub and the Surviving Corporation, and each of their respective officers, directors, employees, agents, representatives and their successors and assigns (each a “Buyer Indemnified Party” or, collectively, “Buyer Indemnified Parties”) from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses, including reasonable attorney’s fees and court costs, except for attorney’s fees and court costs related to the Zeiss Matter described in Schedule 12.1.4 (“Loss”, or “Losses”), sustained or incurred by a Buyer Indemnified Party, arising out of or caused by, directly or indirectly, any of the following:
INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. The Company shall indemnify the Purchaser and its respective Subsidiaries, and their respective officers, directors, shareholders, agents, employees, subsidiaries, parents, assigns, successors and predecessors (collectively, the "Purchaser Parties") and hold each of them harmless from and against and pay on behalf of or reimburse such Purchaser Parties in respect of any Loss which any such Purchaser Party may suffer, sustain, or become subject to, as a result of or relating to:
INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. (a) The Company and each of the Stockholders will indemnify and hold harmless QuadraMed and Acquisition Co. and their respective officers, directors, agents and employees, and each Person, if any, who controls or may control QuadraMed or Acquisition Co. within the meaning of the Securities Act (each, an "Indemnified Person" and collectively, the "Indemnified Persons"), from and against any and all claims, demands, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees and expenses ("Losses"), arising out of or relating to any misrepresentation or breach of or default or other action or omission in connection with either (i) any of the representations, warranties and covenants given or made by the Company or the Stockholders in this Agreement, in any exhibit or schedule hereto or any certificate, document or instrument delivered by or on behalf of the Company pursuant hereto, or (ii) any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified Person that relate to the Company or any of the Stockholders in which the principal event giving rise thereto occurred prior to the Closing or which result from or arise out of any action or inaction prior to the Closing of the Stockholders, the Company or any director, officer, employee, agent, representative or subcontractor of the Company, except for those which the Surviving Corporation specifically assumes in writing. Any claim for indemnification hereunder must be made on or prior to the expiration of the Survival Period; provided, however, that any claim made prior to such expiration shall continue until such claim is finally determined or settled.
