Indemnification by the Surviving Corporation. From and after the Closing, the Surviving Corporation shall indemnify and hold harmless Parent and its Affiliates, officers, directors and employees (collectively, the “Parent Indemnified Parties”), and shall reimburse Parent Indemnified Parties for any Damages resulting from (i) any breach of representation or warranty made by Oakmont or New Oakmont in Article 3, and (ii) any breach or default in the performance by Oakmont or New Oakmont of any covenant or agreement of Oakmont or New Oakmont contained herein.
Indemnification by the Surviving Corporation. (a) Assuming consummation of the Merger, commencing as of the Effective Time, the Surviving Corporation shall (i) indemnify, defend and hold harmless each person who is, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, an officer or director of the Company against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld) in connection with any claim, action, suit, proceeding or investigation to the extent based on or arising out of the fact that such person is or was a director, officer or employee of the Company ("Indemnified Liabilities"), pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time and (ii) indemnify, defend and hold harmless each person who is, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, an officer, director or employee of the Company (the "Indemnified Parties") against all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the full extent a corporation is permitted under the laws of its state of incorporation to indemnify its own directors, officers or employees, as the case may
Indemnification by the Surviving Corporation. (a) The Surviving Corporation shall indemnify, defend, and hold harmless the present directors, officers, employees, and agents of the Company and its Subsidiaries (each, an "Indemnified Party) after the Effective Time against all Damages in connection with any Action arising out of actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) to the full extent permitted under Florida Law and by the Company's Articles of Incorporation and Bylaws as in effect as of the date hereof, including any provisions relating to advances of expenses incurred in the defense of any action, suit or proceeding. Gold Banc shall cause the Surviving Corporation and all other relevant Gold Banc subsidiaries to apply such rights of indemnification in good faith and to the fullest extent permitted by applicable Law.
Indemnification by the Surviving Corporation. Surviving Corporation agrees to defend, indemnify and hold harmless the Stockholders and their Affiliates and their respective directors, officers, employees and agents from, against and in respect of, the full amount of:
Indemnification by the Surviving Corporation. (a) From the Closing until the expiration of the Survival Period, the Surviving Corporation shall, subject to the terms hereof, indemnify and hold harmless the Selling Shareholders and their respective subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns (each a “Parent Indemnified Party”) from and against any Damages arising, directly or indirectly, from or in connection with:
Indemnification by the Surviving Corporation. From and after the Closing, the Surviving Corporation shall indemnify and hold harmless Parent, officers, directors and employees (collectively, the “Parent Indemnified Parties”), and shall reimburse Parent Indemnified Parties for any Damages resulting from (i) any breach of representation or warranty made by Capital in this Agreement, and (ii) any breach or default in the performance by Capital of any covenant or agreement of Capital contained herein.
Indemnification by the Surviving Corporation. The Surviving Corporation agrees to protect, defend, indemnify, and hold harmless in the manner and subject to the limitations and qualifications set forth in this Article VII, each of the shareholders, representatives, affiliates, successors and assigns of Placer Creek and Digi Outdoor, as applicable (the “Placer Creek Indemnitees” or the “Digi Outdoor Indemnitees”, as applicable), from and in respect of any and all Damages based upon, arising out of, or otherwise in respect of or which may be incurred by virtue of or result from the inaccuracy in or breach of any representation, warranty, covenant or agreement made by the Surviving Corporation in this Agreement (including all schedules and exhibits hereto), any transaction document, or in any document or instrument executed by or on behalf of the Surviving Corporation in connection with the Closing of the Placer Creek Merger or the Digi Outdoor Merger or pursuant thereto.
Indemnification by the Surviving Corporation. The Surviving Corporation agrees to indemnify the Royale Petroleum against any loss, damage, or expense (including reasonable attorney fees) suffered by Royale Petroleum from (1) any breach by the Surviving Corporation of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties or covenants by the Surviving Corporation; provided, that Royale Petroleum shall promptly give notice of any such claims hereunder to the Surviving Corporation.
Indemnification by the Surviving Corporation. The Surviving Corporation shall indemnify the Seller and its Affiliates (collectively, the "SELLER INDEMNIFIED PARTIES") and hold them harmless against any Losses which the Seller Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of any liability or obligation for payment or performance under the agreements identified on the attached SELLER INDEMNIFICATION SCHEDULE, but only to the extent such liability or obligation is attributable to and becomes due and payable during periods following the Closing (but not including any liability or obligation arising with respect to noncompliance with law, breach of contract or warranty, tort, infringement claim or lawsuit).
Indemnification by the Surviving Corporation. Subject to the limitations set forth in this Article VIII, following the Closing, the Surviving Corporation shall indemnify the Stockholders' Representative, the Recipients and any Person who was an officer or director of the Company immediately prior to the Effective Time, including their successors and assigns (each, a "RELATED PARTY," and collectively, the "RELATED PARTIES"), and hold them harmless from and against, as and when incurred, any Losses arising out of, relating or attributable to any (i) breach by Parent or Purchaser of any representation or warranty made by Purchaser in this Agreement or in any certificate furnished by Parent or Purchaser pursuant to this Agreement, or (ii) non-fulfillment or breach of any covenant of Parent, Purchaser or the Surviving Corporation in this Agreement.
