Indemnification by the Company Stockholders. (a) From and after the Closing, subject to the provisions of this Article XI, Purchaser, Merger Sub and their respective Affiliates and Representatives, successors and assigns (collectively, the “Purchaser Indemnified Parties”) shall be indemnified and held harmless in accordance with Section 11.2(b), from and against any and all Losses suffered, incurred or sustained by any of them or to which any of them becomes subject, resulting from, arising out of or relating to:
(i) any breach of or inaccuracy in any Company Fundamental Representation made as of the date hereof or as of the Closing Date (or, in the case of representations and warranties that by their terms speak as of a specific date, as of such date) or in any certificate delivered by the Company prior to the Closing;
(ii) the exercise or demand of any appraisal or dissenters’ rights under applicable Law by any Company Stockholder, or any Proceeding involving the Surviving Corporation in connection with such appraisal rights, or otherwise in connection with any Dissenting Shares;
(iii) any breach of fiduciary duty claim with respect to the Company, the Company Board, or the Surviving Corporation or the Company Shares arising out of or relating to the Transactions;
(iv) any claims relating to the allocation of the Merger Consideration or (and/or the allocation of any adjustment thereto pursuant to Section 4.2(d)) or that any other Person was entitled to Merger Consideration or additional Merger Consideration pursuant to Section 4.2(d);
(v) the amount of any Pre-Closing Taxes; provided, that to the extent such Pre-Closing Taxes are subject to indemnification by EIS pursuant to the Tax Matters Agreement, Purchaser shall, and shall cause the Purchaser Indemnified Parties to, use commercially reasonable efforts to recover such Losses under the Tax Matters Agreement prior to seeking recovery of such Losses pursuant to this Section 11.2(a)(v) (and, for the avoidance of doubt, the Survival Expiration Date shall be extended with respect to such claim, and the release of Escrow Shares to the extent provided in Section 11.1, shall be extended with respect to such claim, in each case while such claim is being pursued pursuant to Section 11.1); and
(vi) any Liabilities, other than Income Tax-related Liabilities, of EIS or arising out of or relating to the conduct of the EIS Business whether prior to, at or following the Closing or the Spin-Off, or any payment obligations or other Liabilities of the Company Enti...
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:
(a) the failure of any representation or warranty of the Company contained in ARTICLE 3 of this Agreement to be true and correct as of the Effective Date and as of the Closing Date as if made on the Closing Date, except to the extent that any such representation or warranty relates to a specific date, in which case the failure of such representation or warranty to be true and correct as of such date, in each case with Damages being determined without regard to any materiality (including the word “material”), Company Material Adverse Effect or similar qualifier contained therein but with full effect being given to all such qualifications for purposes of determining whether any representation or warranty that is so qualified is true and correct;
(b) the breach by the Company of any of its covenants or agreements contained in this Agreement to be performed prior to the Closing in each case with Damages being determined without regard to any materiality (including the word “material”), Company Material Adverse Effect or similar qualifier contained therein but with full effect being given to all such qualifications for purposes of determining the existence of a breach of any covenant or agreement that is so qualified;
(c) any Indemnified Copyright Action (including any Damages arising prior to or after the Effective Time);
(d) the amount of any Dissenting Share Payments;
(e) the amount of (i) all Company Transaction Expenses in excess of $250,000 that is not paid prior to the Closing by the Company and (ii) all payments under the 2006 Retention Cash Bonus Program; and
(f) solely in the case of Company Stockholders who are Stockholder Parties, the failure of any representation of such Stockholder Party to be true and correct as of the Effective Date and as of the Closing Date as if made on the Closing Date, except to the extent that any such representation or warranty relates to a speci...
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:
(a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement; the Company in this Agreement;
(b) the breach of any covenant, obligation, or agreement made by
(c) any misrepresentation or omission contained in any document, statement or certificate furnished by the Company or Stockholder Representative to Parent pursuant to this Agreement or in connection with the Contemplated Transactions;
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. (i) Subject to the limitations set forth in this Section 10.2, the Company Stockholders will severally indemnify and hold harmless Parent and its respective officers, directors, agents and employees, and each person, if any, who controls or may control Parent within the meaning of the Securities Act (hereinafter in this Section 10.2 referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any and all claims, demands, actions, causes of action, losses, reductions in value, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees (collectively, "DAMAGES") directly or indirectly caused by or arising out of the failure of any of the representations and warranties of Company in Section 2 of this Agreement or in any certificate, document or instrument delivered by or on behalf of Company pursuant hereto or in connection herewith to be true and correct as of the Effective Time or the failure of Company to comply with its covenants pursuant to Section 4 of this Agreement; provided, however, that if the representations and warranties made in the last sentence of Section 2.14, the last sentence of Section 2.21 and Section 2.22(c) are true and correct as of the date of this Agreement but are not true and correct as of the Closing Date, Parent shall have such rights as may be provided under Section 8.1 and Section 9 but shall not have the right to receive indemnification for Damages under this Section 10.2. Subject to the limitations set forth in this Section 10.2, each Company Stockholder with respect to such Stockholder will indemnify and hold harmless Indemnified Persons from and against any and all claims, demands, actions, causes of action, losses, reductions in value, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees directly or indirectly caused by or arising out of an Ownership Loss (as defined in Section 10.2(a)(ii)) (collectively, "STOCKHOLDER DAMAGES").
(ii) In seeking indemnification for Damages under this Section 10.2 the Indemnified Persons shall make no claim for Damages unless and until such Damages aggregate at least $500,000, inclusive of legal fees (the "BASKET"), in which event such Indemnified Person may make claims for Damages in excess of the Basket. To determine the amount of Damages and to determine whether a breach of a representation or warranty has occurred for purposes of this Section 10, and not purposes ...
Indemnification by the Company Stockholders. The Company Stockholders (the "Indemnifying Parties") shall jointly and severally indemnify the Surviving Corporation and the Buyer (the "Indemnified Parties"), without duplication, in respect of, and hold them harmless against, any and all debts, obligations and other liabilities, monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses, and reasonable costs 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) (collectively, "Damages") incurred or suffered by the Surviving Corporation or the Buyer resulting from or relating to any (i) breach by the Company or Company Stockholders of any representation, warranty, covenant or agreement of the Company or Company Stockholders contained in Article II or Sections 4.2 or 4.6 of this Agreement (including representations and warranties in the Company Certificate), other than any breach arising under Section 2.29(i), 4.2(m) or 4.6 as a result of transactions contemplated by this Agreement to occur prior to or concurrently with the Merger, and (ii) any breach by any party (other than Buyer or any subsidiary thereof) of any representation, warranty, covenant or agreement contained in the definitive acquisition agreements to be entered into pursuant to the Real Estate Agreements.
Indemnification by the Company Stockholders. (a) Halter Financial Investments, L.P. shall indemnify, defend and hold harmless the Anchor Indemnitees from, against and in respect of any Damages arising, directly or indirectly, from or in connection with (i) the operation or ownership of the Company from and including November 29, 2004 through and including December 7, 2006 (the “Operating Period”), including, without limitation, any liability for any Tax imposed on or related to the Company with respect to the Operating Period, (ii) any breach of any representation or warranty of the Company or Halter Financial Investments, L.P. contained in this Agreement or any certificate or instrument furnished by the Company or the Company Stockholders to Anchor pursuant to this Agreement resulting from the operation or ownership of the Company during the Operating Period, (iii) any failure to perform any covenant of Halter Financial Investments, L.P., as a Company Stockholder, contained in this Agreement or any certificate or instrument furnished by the Company or the Company Stockholders to Anchor pursuant to this Agreement, or (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Halter Financial Group, Inc. (or any Person acting on behalf of Halter Financial Group, Inc.) in connection with the transactions contemplated by this Agreement.
(b) Benchmark Equity Group, Inc., Xxxxxxx Xxxxxx and Xxxxx DeLpae shall, jointly and severally, indemnify, defend and hold harmless the Anchor Indemnitees from, against and in respect of any Damages arising, directly or indirectly, from or in connection with (i) the operation or ownership of the Company from December 8, 2006 through and including the Closing Date (the “Ownership Period”), including, without limitation, any liability for any Tax imposed on or related to the Company with respect to the Ownership Period, (ii) any breach of any representation or warranty of the Company, Benchmark Equity Group, Inc., Xxxxxxx Xxxxxx or Xxxxx XxXxxx contained in this Agreement or any certificate or instrument furnished by the Company or the Company Stockholders to Anchor pursuant to this Agreement resulting from the operation or ownership of the Company during the Ownership Period, (iii) any failure to perform any covenant of the Company or Benchmark Equity Group, Inc., Xxxxxxx Xxxxxx or Xxxxx XxXxxx, as Company Stockholders, contained in this Agreement or...
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, 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:
(a) any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Company contained in this Agreement or the Company Certificate; or
(b) any claim by a stockholder or former stockholder of the Company, or any other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Company; (ii) any rights of a stockholder (other than the right to receive the Merger Shares pursuant to this Agreement or appraisal rights under the applicable provisions of the California General Corporation Law), including any option, preemptive rights or rights to notice or to vote; or (iii) any claim that his, her or its shares were wrongfully repurchased by the Company.
Indemnification by the Company Stockholders. Subject to the limitations contained in Section 10.1, and Section 10.6, from and after the Effective Time, pursuant to the terms and conditions of the Escrow Agreement and as set forth herein, the Company Stockholders shall hold harmless and indemnify Parent and Merger Sub from and against, and shall compensate and reimburse Parent for, any Damages which are directly suffered or incurred by Parent or Merger Sub (regardless of whether or not such Damages relate to any Third Party Claim) and which arise from or as a result of, or are directly connected with any inaccuracy in or breach of any representation or warranty made by the Company in this Agreement (including Section 3) or contained in the certificate delivered by an officer of the Company pursuant to Section 7.4.
Indemnification by the Company Stockholders. Subject to the terms and conditions of this Article VIII, the Company Stockholders (the “Company Indemnifying Parties”) each agree, severally and not jointly in accordance with their respective Pro Rata Portions, to indemnify, defend and hold harmless Buyer and Buyer’s Affiliates, and their respective officers, directors, employees, agents, representatives, stockholders and permitted assigns (each, a “Buyer Indemnified Party”) from and against any and all Damages directly or indirectly incurred, paid or accrued in connection with, resulting from our arising out of:
