Indemnification by the Company Stockholders. The Indemnifying Stockholders receiving the Merger Shares pursuant to Section 1.5 shall indemnify the Parent in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (“Damages”) incurred or suffered by the Surviving Corporation or the Parent or any Affiliate thereof resulting from, relating to or constituting:
Indemnification by the Company Stockholders. The Company Stockholders (the “Indemnifying Stockholders”) shall, for a period commencing from the Closing Date and ending eighteen (18) months the Closing Date, severally, not jointly, pro rata in such proportion as the number of Merger Shares received by each Indemnifying Stockholder pursuant to Section 1.5 bears to the total number of Merger Shares received by all Indemnifying Stockholders pursuant to Section 1.5, indemnify the Parent in respect of, and hold it harmless against, any and all debts, obligations losses, liabilities, deficiencies, damages, fines, fees, penalties, interest obligations, expenses or costs (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise) (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (collectively, “Damages”) incurred or suffered by the Surviving Corporation or the Parent or any Affiliate thereof resulting from:
Indemnification by the Company Stockholders. The Company Stockholders receiving the Merger Shares pursuant to Section 1.5 (the "Indemnifying Stockholders") shall indemnify the Buyer in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") incurred or suffered by the Surviving Corporation or the Buyer or any Affiliate thereof resulting from, relating to or constituting:
Indemnification by the Company Stockholders. The Company Stockholders receiving the Merger Shares pursuant to Section 1.5 shall indemnify the Parent in respect of, and hold it harmless against, loss, liability, deficiency, damages, expense or cost (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (“Damages”) incurred or suffered by the Surviving Corporation or the Parent resulting from:
Indemnification by the Company Stockholders. From and after the Closing, and subject to the terms and limitations in this Article 9, the Company Stockholders shall indemnify, defend and hold harmless Parent, Merger Sub and their respective affiliates and their respective stockholders, directors, officers, employees, agents, consultants, representatives, affiliates, successors, transferees and assigns (individually a “Parent Indemnified Party,” and collectively, the “Parent’s Indemnified Parties”), promptly upon demand, at any time and from time to time, from, against, and in respect of any and all demands, claims, losses, damages, judgments, liabilities, assessments, suits, actions, proceedings, interest, penalties, and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions or for enforcing such rights of indemnity and defense) incurred or suffered by Parent’s Indemnified Parties (subject to Section 9.3(c), “Parent Losses”), whether as a Direct Claim or Third-Party Claim (each as defined below) in connection with, arising out of or as a result of each and all of the following:
Indemnification by the Company Stockholders. Subject to the limitations set forth herein, from and after the Effective Time, the stockholders of the Company and the holders of CVC Warrants will on a several (not joint) and pro rata basis based on the percentage of Merger Consideration received by such stockholder or holder of a CVC Warrant defend and indemnify Parent (and, after the Closing, the Surviving Corporation) and its Affiliates, directors, officers, stockholders, successors and assigns (collectively, the "Parent Indemnitees") against and hold each of them harmless from any and all losses, liabilities, Taxes, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses (collectively, "Losses") incurred in the investigation, defense or settlement of any claims covered by this indemnity which any such Parent Indemnitee may suffer or incur by reason of or against the inaccuracy or breach of any of the representations, warranties, covenants, obligations or agreements of the Company contained in this Agreement or any document, certificate or agreement delivered pursuant hereto (the "Indemnifiable Damages"). The stockholders of the Company and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees for Parent Indemnifiable Damages pursuant to this Section 8.2 only if a claim for indemnification is made by the Parent Indemnitees prior to the Expiration Date in the manner set forth in Section 8.6 below. The stockholders of the Company and the holders of CVC Warrants acknowledge that such Parent Indemnifiable Damages would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the aggregate Merger Consideration. The Parent Indemnitees shall not be entitled to assert any claim for indemnification pursuant to this Section 8.2 (other than with respect to Section 4.3, 4.24 or 4.25) unless and until the amount of Indemnifiable Damages sustained by any such Parent Indemnitee with respect to any individual matter exceeds $20,000. The stockholders of the Company and holders of CVC Warrants shall not be obligated to indemnify any such Parent Indemnitee with respect to any Indemnifiable Damages (other than Indemnifiable Damages arising out of or related to the inaccuracy or breach of any of the representations and warranties in Sections 4.3, 4.24 or 4.25) as to which any such Parent Indemnitee is otherwise e...
Indemnification by the Company Stockholders. Subject to the terms of this ARTICLE 9, each of the Company Stockholders, severally (based on the respective Pro Rata Shares of such Company Stockholders) and not jointly, shall indemnify and hold harmless Parent and its Affiliates (including the Company after the Effective Time) and their respective officers, directors, managers, members, partners, employees, agents and representatives, successors and assigns (the “Parent Indemnified Parties”) against, and reimburse any Parent Indemnified Party for, all Damages that such Parent Indemnified Party suffers or incurs as a result of:
Indemnification by the Company Stockholders. The Company Stockholders receiving the Merger Shares pursuant to Section 1.5 (the "Indemnifying Stockholders"), severally but not jointly, shall indemnify the Buyer in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, reasonable fees and expenses of attorneys, accountants, financial advisors and other experts, and other reasonable expenses of litigation) ("Damages") incurred or suffered by the Surviving Corporation or the Buyer or any Affiliate thereof resulting from, relating to or constituting:
Indemnification by the Company Stockholders. The Company Stockholders covenant and agree that they, jointly and severally, will indemnify, defend, protect, and hold harmless IES, the Company, and the Surviving Corporation, and their respective officers, directors, employees, stockholders, agents, representatives, and affiliates (the "IES Indemnitees") at all times from and after the date of this Agreement from and against all claims, damages, losses, liabilities (joint or several), obligations, penalties, defenses, actions, lawsuits, proceedings, judgments, demands, assessments, adjustments, costs, and expenses (including specifically, but without limitation, fees, disbursements, and expenses of attorneys, accountants, other professional advisors and of expert witnesses and costs of investigation and preparation), directly or indirectly resulting from, relating to or arising out of:
Indemnification by the Company Stockholders. Subject to the provisions of Section 6.3, the Company Stockholders (including the Principal Stockholders) (collectively, the "Company Indemnifying Parties") severally and not jointly, in accordance with their respective Pro Rata Portions agree to indemnify and hold Parent and its officers, directors and affiliates, including the First-Step Corporation and, if applicable, the Surviving Corporation (the "Parent Indemnified Parties"), harmless against any and all claims, losses, liabilities, damages, deficiencies, diminution in value, costs and expenses, including reasonable attorneys' fees and expenses of investigation and defense (hereinafter individually a "Parent Loss" and collectively "Parent Losses") incurred or sustained by the Parent Indemnified Parties, or any of them, directly or indirectly, as a result of (i) any breach or inaccuracy of a representation or warranty of the Company or the Principal Stockholders contained in this Agreement or any agreement or certificate delivered pursuant to this Agreement, or (ii) any failure by the Company or any Principal Stockholder to perform or comply with any covenant applicable to them contained in this Agreement or any agreement, delivered pursuant hereto. The Company Indemnifying Parties shall not have any right of contribution from, and may not seek indemnification or advancement of expenses from, the Company, Parent, the First-Step Corporation or the Surviving Corporation with respect to any Loss claimed by a Parent Indemnified Party.
