Indemnification by the Securityholders. (a) Subject to the terms of this Article 8, from and after the Closing, the Securityholders shall (x) jointly and severally to the extent of the Indemnity Escrow Amount, and thereafter, (y) on a joint and several basis as among the Key Members (up to the sum of the Key Members’ aggregate Securityholder Pro Rata Shares), and (z) on a several (and not joint) basis as to the Securityholders other than the Key Members in accordance with their respective Securityholder Pro Rata Shares, indemnify Buyer and its Affiliates and their respective officers, directors, shareholders, members, employees, successors and permitted assigns (collectively, the “Buyer Indemnified Persons”) and hold them harmless from and against any and all Losses incurred or suffered by a Buyer Indemnified Person resulting from or arising out of:
(i) any breach or inaccuracy of any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company at the Closing pursuant hereto (other than a Fundamental Representation);
(ii) any breach or inaccuracy of any Fundamental Representation made by the Company in this Agreement;
(iii) any breach of any covenant or agreement of the Group Companies to be performed prior to the Closing or the Securityholder Representative contained in this Agreement;
(iv) any Pre-Closing Taxes (to the extent that such Pre-Closing Taxes are not reflected as a liability in the calculation of Closing Working Capital or as Company Transaction Expenses, as finally determined);
(v) any Closing Funded Indebtedness not included in Closing Funded Indebtedness, as finally determined;
(vi) any Company Transaction Expenses not included in the Closing Company Transaction Expenses, as finally determined;
(vii) any Action or claim (including any claims or Actions relating to any payments made in accordance with this Agreement, the Closing Date Payment Schedule or other instructions of the Securityholder Representative) by a current or former holder of equity or equity-linked securities any Group Company or EIP (excluding, for purposes of clarity, Buyer), or by any other Person, seeking to assert, or based upon or arising out of: (i) ownership or rights to ownership (or any claim alleging such ownership or rights to ownership) of any equity or equity-linked security (including the Options) of any Group Company or EIP; (ii) any right based on such Person’s capacity as a claimed holder of equity or equity-linked securities (including the Optio...
Indemnification by the Securityholders. (a) Subject to the limitations set forth in this Section 9, each Securityholder shall severally and not jointly indemnify and hold harmless Acquiror and the Surviving Corporation and their respective officers, directors, agents, attorneys, representatives and employees, and each Person, if any, who controls or may control Acquiror or the Surviving Corporation within the meaning of the Securities Act (individually an “Acquiror Indemnified Person” and collectively the “Acquiror Indemnified Persons”) from and against Damages, resulting from or arising out of:
(i) any misrepresentation or breach any of the representations and warranties given or made by Target in this Agreement, the Target Disclosure Schedule or any exhibit or schedule to this Agreement or in any certificate furnished pursuant hereto by Target to Acquiror;
(ii) any non-fulfillment or breach of any covenant or agreement made by Target in this Agreement or any exhibit or schedule to this Agreement to be performed prior to Closing;
(iii) the exercise by any Dissenting Stockholder of appraisal or dissenters’ rights under Delaware Law or other Applicable Law;
(iv) defending any third party claim alleging the occurrence of facts or circumstances that, if true, would entitle an Acquiror Indemnified Person to indemnification hereunder;
(v) any inaccuracies in the Closing Payment Schedule related to the ownership of Target Capital Stock; and
(vi) any Indebtedness of Target, any Target Subsidiary or any Target Related Business or Target Transaction Expenses not reflected in the calculation of Final Net Cash. Notwithstanding anything in this Agreement to the contrary, for the purposes of Section 9.2(a)(i) and (iv), the representations and warranties of Target in this Agreement that are qualified by “materiality” or “Material Adverse Effect” shall be deemed to have been made without such materiality or Material Adverse Effect qualifier for purposes of determining Damages but not for purposes of determining any misrepresentation or breach of such representations and warranties.
Indemnification by the Securityholders. Subject to the terms and conditions of this Article and Section 8.6, the Securityholders jointly and severally agree to indemnify, defend and hold Parent and Merger Sub and their respective directors, officers, agents, attorneys and affiliates (collectively, “Parent Indemnitees”) harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys’ fees and expenses (collectively, “Damages”), asserted against or incurred by any Parent Indemnitee by reason of or resulting from a breach of any representation, warranty or covenant of the Company or Securityholders contained herein, in any exhibit, schedule, certificate or financial statement delivered hereunder, or in any agreement executed in connection with the Transactions; provided, however, that no claim shall be made for Damages under this Section until the dollar amount of all such claims for Damages shall exceed $25,000 in the aggregate (the “Threshold”); it being agreed and understood that all Damages incurred by the Parent Indemnitees shall accumulate until such time or times that such accumulated Damages incurred by the Parent Indemnitees exceed the Threshold, whereupon the Parent Indemnitees shall be entitled to indemnification from the Securityholders for all such Damages incurred by the Parent Indemnitees, including amounts below the Threshold; provided, however, except with respect to Damages resulting from fraud, the aggregate liability of the Securityholders for Damages shall not exceed an amount equal to the value of the Merger Consideration on the date of this Agreement. Any Damages under this Section shall first be deducted from, and offset against, the Parent Preferred Stock held pursuant to Section 2.5 above.
Indemnification by the Securityholders. (i) Subject to the provisions contained in this Article IX, from and after the Closing Date and through October 31, 2015, the Securityholders, on a limited pro-rata basis, shall indemnify, defend and hold Purchaser, and its directors, officers, shareholders, partners, members, employees, attorneys, accountants, agents, successors and permitted assigns, each in their capacity as such (collectively, the “Purchaser Indemnified Parties”), harmless from and against, and pay to Purchaser Indemnified Party the amount of, any and all actual Losses for any/all claim(s) paid to a third party, up to a maximum cumulative capped amount by $100,000, incurred by such Purchaser Indemnified Party based upon, attributable to or resulting from:
(A) any breach of any of the representations or warranties made by the Company or such Securityholders in this Agreement; or
(B) the breach of any covenant or other agreement contained in this Agreement by the Company or such Securityholders.
Indemnification by the Securityholders. Subject to the terms and conditions of this Section 6, each Securityholder severally (as to itself only) and not jointly, agree to indemnify, defend and hold Sonoma and its directors, officers, agents, attorneys and affiliates harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys' fees and expenses (collectively, "Damages"), asserted against or incurred by such indemnitees by reason of or resulting from a breach of any representation, warranty or covenant of such Securityholder contained herein, in any exhibit, schedule, certificate or financial statement delivered hereunder, or in any agreement executed in connection with the transactions contemplated hereby.
Indemnification by the Securityholders and the Company. ------------------------------------------------------
Indemnification by the Securityholders. Subject to Section 4.04, each of the Securityholders, on its own behalf, and not on behalf of any other Shareholder, severally (and for greater certainty, not jointly with any other Securityholder) shall indemnify and save the Purchaser harmless for and from:
(a) any loss, damages or deficiencies suffered by the Purchaser as a result of any breach by such Securityholder of any representation, warranty or covenant on the part of such Securityholder contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and
(b) all claims, demands, costs and expenses, including reasonable legal fees, in respect of the foregoing.
Indemnification by the Securityholders. Subject to the provisions of this Article IX and the terms of the Escrow Agreement, from and after the Closing Date, each of the Securityholders other than the DC Shareholders shall, severally (on a pro rata basis based on such Securityholder’s Escrow Percentage) and not jointly, and the DC Shareholders shall, jointly and severally, with each other DC Shareholder (for purposes of clarity, not jointly and severally, but rather severally and not jointly, with Securityholders other than the DC Shareholders and the DC Shareholders’ aggregate liability shall be based on the DC Shareholders’ aggregate Escrow Percentage), indemnify, defend and hold harmless Parent and its directors, officers, employees, Affiliates, agents and representatives and each of their successors in interest and permitted assigns (collectively, the “Parent Indemnified Parties”), from and against any damages, losses, liabilities, obligations, claims of any kind, interest or expenses (including, without limitation, reasonable attorneys’ fees and expenses, but excluding punitive, exemplary, special, or indirect consequential damages (other than with respect to Third Party Claims for punitive, exemplary, special or indirect consequential damages), or any damages measured by lost profits or a multiple of earnings) (“Loss”), including any Loss suffered by Parent indirectly due to a Loss at the Surviving Corporation, as a result of or arising out of (i) the failure of any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company hereunder to be true and correct as of the date hereof or the Closing Date (or on the date when made in the case of any representation or warranty which specifically relates to an earlier date), or (ii) any breach by the Company of any of its express covenants or agreements contained herein which are to be performed by the Company on or before the Closing Date.
Indemnification by the Securityholders. The Securityholders will, severally and not jointly, indemnify, defend and hold harmless the Corporation (which, for purposes of this Section 12 (a) shall include each other "Globe Released Party") from and against all losses, liabilities, costs, damages and expenses (including reasonable attorneys' fees) (collectively, "Losses") incurred by the Corporation in connection with: (i) a breach by any Securityholder of any of his or her respective representations and warranties contained in this Agreement or (ii) the failure of any Securityholder to comply with his or her covenants contained in this Agreement.
Indemnification by the Securityholders. (a) From and after the Closing Date, the Purchaser and its subsidiaries and their respective officers, directors, employees, agents, Representatives and Affiliates and their respective successors and assigns (collectively, the “Purchaser Indemnified Parties”) shall be indemnified and held harmless from and against any Damages resulting from, arising out of, or incurred in connection with:
(i) the failure of any of the representations or warranties made by the Company in this Agreement (or in any certificate delivered by any Securityholder or the Company pursuant to this Agreement) to be true and correct in all respects at and as of the date hereof;
(ii) any nonfulfillment or breach of any covenant or agreement in this Agreement to be performed by the Company at or prior to Closing;
(iii) (A) all Taxes of the Company or any Subsidiary for any taxable period ending on or prior to the Closing Date, (B) all Taxes of any member of an affiliated, combined or unitary group of which the Company or any Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law; and (C) any and all Taxes of any Person (other than the Company or any Subsidiary) imposed on the Company or any Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or prior to the Closing Date; provided, however, that there shall only be liability for Taxes to the extent that such Taxes were not included in total current consolidated liabilities in calculating Working Capital and taken into account in determining the amount of the Merger Consideration pursuant to Article III; and
(iv) the failure to include any Closing Date Indebtedness or Company Transaction Expenses that should have been, but were not, included in the elements of the Closing Date Cash Consideration, but shall not include any such matters actually known to Purchaser but not raised in the Final Statement delivered in accordance with Section 4.2.
(b) For the purposes of this Article XII, any qualification of any representation or warranty contained in this Agreement or any Ancillary Document that purports to limit such representation or warranty based on “materiality” or “Material Adverse Change” shall be disregarded (i) in determining whether such representation or warranty is or was true and correct and (ii) in calculating the amount of Dam...
