Indemnification Obligations of Parent Sample Clauses

Indemnification Obligations of Parent. If the Closing shall occur, Parent, subject to the limitations set forth in this Article VIII, will indemnify, defend and hold harmless Buyer and its Affiliates (including the Transferred Companies) and each of their respective Representatives (collectively, the “Buyer Indemnitees”), on a Net After-Tax Basis, against and in respect of any and all Losses which may be incurred by Buyer Indemnitees based upon, resulting from or arising out of: (a) any inaccuracy or breach of any representation or warranty made by Parent in this Agreement as if made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time other than the Closing Date (which shall be made for this purpose on and as of such date or time); provided, however, that any inaccuracy or breach of any representation or warranty shall be determined without regard to and as if all qualifications as to materiality, Material Adverse Effect or other similar qualifications as to materiality contained in or applicable to such representation or warranty were deleted therefrom, except for any such qualifications contained in Sections 2.6(a)(ii), 2.10(a)(xvi), 2.10(a)(xx), 2.11(c), 2.12(a), 2.13(a)(ii) and 4.3(b) (to the extent incorporated into Section 2.6(b)), which qualifications shall not be disregarded for any such purposes; (b) any breach by Parent of or failure by Parent to perform any of its covenants or agreements contained in this Agreement; (c) any Indebtedness of the Transferred Companies as of the Closing Date other than Transferred Company Indebtedness reflected in the Purchase Price Adjustments; (d) the Retained Liabilities; (e) the Restructurings; (f) any Off-Site Environmental Matter; (g) any Pre-Closing Environmental Condition related to the Acquired Sites; (h) subject to compliance by Buyer and its Affiliates, including the Transferred Companies, with the Back-to-Back Obligations, any Back-to-Back Amounts; (i) the U.K. Retirement Plan; (j) all Company Transaction Expenses; (k) the Transaction Bonuses; and (l) any Parent Covered Losses.

Indemnification Obligations of Parent. Parent will indemnify Representative and the Former Equity Owners and each of their respective successors and permitted assigns (collectively, the “Former Equity Owner Indemnified Parties”) and will save and hold each of them harmless against and pay on behalf of or reimburse such Former Equity Owner Indemnified Parties as and when incurred for any Losses that any Former Equity Owner Indemnified Party may incur, suffer, sustain or become subject to as a result of: (i) any inaccuracy in or breach of any representation or warranty made by Parent and Merger Sub made in Sections 4.9, 4.10, and 4.11; or (ii) any non-fulfillment or breach of any covenant made by Parent in this Agreement.

Indemnification Obligations of Parent. From and after the Closing, Parent shall indemnify, defend, save and keep HIIC, HIEC and the Affiliates of HIIC (including their respective directors, officers, employees and agents) (each, an "Indemnitee") forever harmless against and from all loss, cost, damage, liability and expense, including reasonable attorney's fees and expenses (collectively, "Damages"), sustained or incurred by any Indemnitee as a result of or arising out of or by virtue of or in connection with any inaccuracy in or breach of any representation or warranty made by Parent or Sub in Article II of this Agreement. (a) Limitations on Parent's Indemnification Obligations. Parent shall not have any indemnification obligation and no Indemnitee shall be entitled to recover under this Section 9.10, unless a claim for indemnification has been asserted by written notice, specifying the details of the alleged inaccuracy in or breach of any representation or warranty, delivered to Parent on or prior to the end of the period terminating on the date of the first report of Parent's independent auditors on the audited financial statements of Parent for the period ending December 31, 1997; provided, however, that claims under this Section 9.10 with respect to any alleged inaccuracy in or breach of any representation or warranty in Section 2.5 may be asserted by such written notice, delivered to Parent on or prior to the end of the period terminating thirty-six (36) months after the date of the Closing.

Indemnification Obligations of Parent. From and after the Closing Date, Parent and Sub shall jointly and severally indemnify and hold harmless the Shareholders and each of the affiliates, heirs, executors, successors and assigns of such Shareholders (collectively, the "Shareholder Indemnification Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) any breach or inaccuracy of any representation or warranty made by Parent or Sub in this Agreement or any certificate, exhibit, or schedule contemplated hereby; or (b) any breach of any covenant, agreement or undertaking made by Parent or Sub in this Agreement or any certificate, exhibit, or schedule contemplated hereby. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Shareholder Indemnification Parties arising under this Section 8.2 as to which the Shareholder Indemnification Parties are entitled to indemnification are hereinafter collectively referred to as "Shareholder Losses."

Indemnification Obligations of Parent. (a) Subject to the other terms of this Article IX, from and after Closing Date, Parent will indemnify, defend and hold harmless each Closing Date Principal Shareholder and its Affiliates and each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Shareholder Indemnified Parties”) from, against and in respect of any and all Losses arising out of or resulting from: (i) any breach or inaccuracy of any representation or warranty made by Parent in Article V or in any Parent Ancillary Document, whether such breach or inaccuracy exists or is made on the date of this Agreement or as of the Closing Date; or (ii) any breach of any covenant, agreement or undertaking made by Parent in this Agreement or in any of the Parent Ancillary Documents. (b) The Losses of the Shareholder Indemnified Parties described in this Section 9.2 as to which the Shareholder Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as “Shareholder Losses.”

Indemnification Obligations of Parent. Subject to the provisions of Sections 8.4 and 8.8, Parent and the Subsidiaries shall indemnify, save and keep harmless Holdings, the Company, the New Subsidiaries and their respective successors and permitted assigns ("Holdings Indemnitees") against and from all Damages sustained or incurred by any of them (such liability being joint and several among Parent and the Subsidiaries) resulting from, relating to, or arising out of or by virtue of: (a) any inaccuracy in or breach of any representation and warranty made by Parent in this Agreement or in any closing document delivered to Holdings in connection with this Agreement (including the certificate referred to in Section 5.3(f) and any similar certificate delivered at a Foreign Closing); (b) any breach by Parent of, or failure by Parent to comply with, any of its covenants or obligations under this Agreement, or any breach by any Subsidiary of any of its covenants or obligations under the Ancillary Agreement to which it is a party (including, without limitation, its obligations under Section 6.3 and this Article VIII); (c) the failure to discharge when due any liability or obligation of Parent or any Subsidiary (other than the Permitted Liabilities) including, without limitation, any and all Excluded Liabilities; (d) the failure of the parties to comply with the provisions of any laws relating to bulk sales; or (e) except to the extent such Taxes are covered by Section 8.5(g) or Section 10.8, Taxes imposed on Parent or any of its Affiliates pursuant to Treasury Regulations Sec- tion 1.1502-6 (or any comparable provision under state, local, or foreign law or regulation imposing joint, several or secondary liability upon members of a consolidated, com- bined, affiliated or unitary group) for any taxable period ending prior to, or that includes, the Closing Date.

Indemnification Obligations of Parent. Subject to the provisions of Section 5.4, Parent and its successors and assigns shall indemnify and hold harmless the Stockholders and their respective Affiliates, stockholders, officers, managers, directors, employees, agents, successors and assigns (collectively, the "Stockholder Indemnitees") from and after the Closing, in respect of any Loss which any Stockholder Indemnitees suffer, sustain or become subject to as a result of or by virtue of, without duplication: (a) the breach by Parent of any of the covenants made by it in this Agreement or any certificates delivered in connection herewith; (b) the breach or inaccuracy of any of the representations and warranties of Parent contained in this Agreement or any certificates delivered in connection herewith; and (c) Any indemnification made pursuant to this Section 5.3 shall be made in cash or Parent Common Stock (valued based on the average closing price of the Parent Common Stock for the 20 trading day period ending on the third trading day immediately preceding the date the indemnity is paid), at Parent's discretion, provided that in the event cash is to be used, Parent shall first obtain an opinion of a tax advisor (either an accounting firm or a law firm) reasonably acceptable to the Stockholders Agent that the use of such cash (together with any other cash payments made with respect to the Merger) should not cause the Merger to fail to qualify as a tax-free reorganization under Section 368 of the Code. If Parent elects to issue shares of Parent Common Stock pursuant to this Section 5.3(c), it shall be a condition precedent to such issuance that: (i) as of the date of issuance, the immediate resale of such shares by the recipients thereof is registered pursuant to a registration statement which is then effective under the Securities Act, (ii) such shares have been authorized for quotation or listed on Nasdaq or any other applicable securities exchange on which the Parent Common Stock is then quoted or listed, (iii) the Parent shall have confirmed in writing that such shares shall also be entitled to be treated as "Registrable Securities" under the Registration Rights Agreement, (iv) such shares shall not be subject to restrictions pursuant to the Stockholders Agreement or Registration Rights Agreement, and none of such shares shall be required to be deposited into escrow pursuant to the Escrow Agreement, and (v) no stop order, suspension of trading or suspension of listing (or threat of delisting) wi...

Indemnification Obligations of Parent. Parent shall indemnify and -------------------------------------- hold harmless Sellers, and their respective officers, directors, employees, agents, and representatives, and the heirs, executors, successors, and assigns of any of the foregoing (the "Seller-Indemnified Parties"), from, against, and -------------------------- in respect of any and all claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines, and judgments (at equity or at law, including statutory and common), whenever arising or incurred (including amounts paid in settlement, costs of investigation, and reasonable attorneys* fees and expenses), arising out of or relating to: (a) Any obligation of Parent or Surviving Corporation under a contract or commitment which is to be performed after the Closing Date, or any breach by Parent or Surviving Corporation of a contract or commitment occurring after the Closing Date; (b) Any third-party claims or actions relating to events or circumstances occurring or existing with respect to the ownership, operation, and maintenance of Surviving Corporation after the Closing Date, including any breach of a contract in effect prior to the Closing, where such breach occurs after the Closing; (c) Any breach or inaccuracy of any representation or warranty made by Parent or Merger Sub in this Agreement or in any document or agreement executed and delivered by Parent or Merger Sub in connection with the transactions contemplated by this Agreement, whether such representation or warranty is made as of the date hereof or as of the Closing Date; or (d) Any breach of any covenant, agreement, or undertaking made by Parent or Merger Sub in this Agreement or in any document or agreement executed and delivered by Parent or Merger Sub in connection with the transactions contemplated by this Agreement. The claims, liabilities, obligations, losses, damages, costs, expenses, penalties, fines and judgments of the Seller-Indemnified Parties described in this 10.02 as to which the Seller-Indemnified Parties are entitled to indemnification are collectively referred to as "Seller Losses."

Indemnification Obligations of Parent. Subject to the provisions set forth in this Article VII, Parent hereby agrees to indemnify and hold the Equityholders and their respective Affiliates and each of their respective stockholders, directors, officers, employees and agents (such parties being collectively referred to herein as the “Company Indemnitees”) harmless from any Damages suffered or incurred by any such indemnified party to the extent arising from (a) any breach of any representation or warranty of Parent or Merger Sub contained in this Agreement; (b) any breach of any covenant or undertaking of Parent or Merger Sub contained in this Agreement; or (c) Taxes of the Company and the Company Subsidiaries for all Post-Closing Tax Periods or any Transfer Taxes pursuant to Section 5.12.

Indemnification Obligations of Parent. From and following the Closing and subject to the limitations contained in this Article X, Parent will indemnify and hold harmless the Stockholder Indemnified Parties from, against and in respect of any and all claims, Liabilities, losses, damages, costs, expenses, penalties, fines and judgments (at equity or at Law, including statutory and common) whenever arising or incurred (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (collectively, the “Stockholder Losses”, and together with the Parent Losses, the “Losses”) arising out of or relating to: (a) any misrepresentation, breach or inaccuracy of any representation or warranty made by Parent in this Agreement; or (b) any breach or failure by Parent to comply with, perform or discharge any obligation, agreement or covenant made by Parent in this Agreement.