INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. During the period commencing on the Closing Date and ending on the date that is 12 months after the Closing Date, the Principal Shareholder shall indemnify and hold harmless Parent and Merger Sub and their respective officers, directors and shareholders (each an "Indemnified Party"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") suffered by such Indemnified Party resulting from or arising out of any knowing (i) inaccuracy in or breach of any of the representations or warranties made by the Company or the Principal Shareholder at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) breach or nonfulfillment of any covenants or agreements made by the Company or the Principal Shareholder, and (iii) misrepresentation made by the Company or the Principal Shareholder, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by the Company or the Principal Shareholder pursuant hereto or in connection with the Merger.
INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. 26 7.2......INDEMNIFICATION PROCEDURES FOR THIRD-PARTY CLAIM................26 7.3......
INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. (a) Subject to Sections 11.1(c) and (d), the Principal Shareholder shall indemnify, defend and hold harmless Parent, each of its Subsidiaries (including PIC and its Subsidiaries), and each of their respective Representatives (and the respective heirs, successors and assigns of each of the foregoing) (the "Parent Indemnified Persons") from and against and in respect of one hundred percent (100%) of all Parent Losses.
(b) Subject to Section 11.1(e), the Principal Shareholder shall indemnify, defend and hold harmless the Parent Indemnified Persons from and against and in respect of one hundred percent (100%) of all actual losses, liabilities, damages, judgments, settlements and expenses (including interest and penalties recovered by a Third Party with respect thereto and reasonable attorneys' fees and expenses and reasonable accountants' fees and expenses incurred in the defense of any of the same or in asserting, preserving or enforcing any of the rights of the Parent Indemnified Persons arising under Article XI) incurred by any of the Parent Indemnified Persons, whether or not involving a Third-Party claim, which are caused by, arise from or are related to any breach of any representation or warranty made by any Shareholder pursuant to Article V or any covenant of any Shareholder contained in this Agreement; provided, however, that, in the case of any representation or warranty that is limited by "material," "Material Adverse Effect" or by any similar term or limitation, the occurrence of a breach or inaccuracy of such representation or warranty, as the case may be, and the amount of losses subject to indemnification hereunder shall be determined as if "material," "Material Adverse Effect" or by any similar term or limitation were not included therein. All statements contained in any schedule hereto delivered by PIC or any Shareholder pursuant hereto or in connection with the transactions contemplated hereby shall be deemed representations and warranties of the Principal Shareholder.
(c) The Principal Shareholder's indemnification obligations arising from Section 11.1(a) (to the extent relating to clause (i) of the definition of Parent Losses) shall survive only until eighteen (18) months after the Closing Date; provided, however, that the indemnification obligations related to the representations and warranties contained in (i) Sections 4.2, 4.14(g), 4.23 and 4.24 shall survive without limitation and (ii) Sections 4.14 (except for subsection (g)) and 4.20 ...
INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. NISCX xxx the Principal Shareholder, jointly and severally, agree to indemnify and hold harmless each of AMDI and Merger Corp. and their respective officers, directors, agents and representatives against any and all losses, claims, damages, liabilities, costs and expenses (including but not limited to, attorneys' fees and other expenses of investigation and defense of any claims or actions), directly or indirectly resulting from, relating to or arising out of: (i) any breach of any covenant, agreement, warranty or representation of NISCX xx the Principal Shareholder contained in this Agreement, (ii) any misstatement of a material fact contained in this Agreement or in any of the documents executed in connection with the transactions contemplated by this Agreement, including the Registration Statement, but only if the misstatement relates to information concerning the Principal Shareholder or NISCX'x xxxrations, or (iii) the omission to state any fact necessary to make the statements contained in this Agreement or in any of the documents executed in connection with the transactions contemplated by this Agreement not misleading, but only if the omission relates to information concerning the Principal Shareholder or NISCX'x xxxrations.
INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. 31 SECTION 10.3
INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. In the manner herein provided, from and after the Closing Date with respect to any Claim as to which notice is given prior to the Expiration Date, the Principal Shareholder shall indemnify and hold harmless Parent and its affiliates, and their respective employees, directors, agents and representatives (collectively, the "Parent Indemnified Parties"), from and against any and all Loss and Litigation Expense, which they or any of them may suffer or incur as a result of or arising from any of the following: (a) any misrepresentation or breach of warranty by the Company or (b) the failure by the Company to perform any covenants and agreements under this Merger.
INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. The Principal Shareholder shall be responsible for and shall indemnify the Zhone Group for (a) all unpaid CAG Taxes incurred in or attributed to all periods (or portions of periods) up to and including the Closing Date to the extent such Taxes are in excess of (i) the amount of Taxes that are reflected in the reserve for tax liability as shown on the balance sheet included in the CAG Audited 1999 Financials and (ii) the amount of Taxes, if any, that are subject to indemnity by the Principal Shareholder under Sections 14.3(a) and 14.3(b) and (b) any and all unpaid taxes imposed on or with respect to CAG as a result of any breach or inaccuracy of any representation or warranty contained in Section 3.7. For purposes of this Section 14, unpaid Taxes or taxes shall take into account any estimated Tax or tax payment actually made.
INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. The Principal -------------------------------------------- Shareholder shall be responsible for and shall indemnify the Zhone Group for (a) all unpaid CAG Taxes incurred in or attributed to all periods (or portions of periods) up to and including the Closing Date to the extent such Taxes are in excess of (i) the amount of Taxes that are reflected in the reserve for tax liability as shown on the balance sheet included in the CAG Audited 1999 Financials and (ii) the amount of Taxes, if any, that are subject to indemnity by the Principal Shareholder under Sections 14.3(a) and 14.3(b) and (b) any and all unpaid taxes imposed on or with respect to CAG as a result of any breach or inaccuracy of any representation or warranty contained in Section 3.7. For purposes of this Section 14, unpaid Taxes or taxes shall take into account any estimated Tax or tax payment actually made.
INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. The Principal Shareholder agrees to indemnify and hold the Purchasers harmless, from and after the Closing Date, against and in respect of all matters in connection with any losses, liabilities or damages (including reasonable attorneys’ fees) incurred by the Purchasers resulting from any misrepresentation or breach of the warranties made by the Company, the Selling Shareholders or Principal Shareholder in Article 2, "Representations and Warranties of the Company, the Selling Shareholders and Principal Shareholder" or any breach or nonfulfillment of any agreement or covenant on the part of the Company, the Selling Shareholders or Principal Shareholder contained in this Agreement or any liabilities, obligations and commitments of, or claims against the Purchasers arising out of the operation of the business prior to the Closing and not disclosed in or reflected in this Agreement, the Financial Statements or the Reviewed Financial Statements, and all suits, actions, proceedings, demands, judgments, costs and expenses incident to the foregoing matters, including reasonable attorneys’ fees.
INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. During the period commencing on the Closing Date and ending on the date that is the later of (x) six (6) months after the Closing Date and (y) the date on which Parent files its Form 10-KSB (including audited financial statements) for the year ending December 31, 2006 with the SEC, the Principal Shareholder shall indemnify and hold harmless Parent and Merger Sub (each an “Indemnified Party”), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements (collectively, “Claims”) suffered by such Indemnified Party resulting from or arising out of any knowing (i) inaccuracy in or breach of any of the representations or warranties made by the Company or the Principal Shareholder at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) breach or nonfulfillment of any covenants or agreements made by the Company or the Principal Shareholder, and (iii) misrepresentation made by the Company or the Principal Shareholder, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by the Company or the Principal Shareholder pursuant hereto or in connection with the Merger.
