Indemnification of Parent and Merger Sub. (a) Subject to the limitations contained in this Article 8, the Company shall defend, indemnify and hold harmless Parent and Merger Sub and their respective officers, directors, stockholders, employees and agents from and against any and all losses, claims, judgments, liabilities, demands, charges, suits, penalties, costs or expenses, including court costs and attorneys’ fees (“Claims and Liabilities”) with respect to or arising from (i) the breach of any warranty or any inaccuracy of any representation made by the Company in this Agreement, or (ii) the breach of any covenant or agreement made by the Company in this Agreement.
Indemnification of Parent and Merger Sub. By their approval of this Agreement and the Merger and by their acceptance of the Merger Consideration, each Company Stockholder (except for holders of the Dissenting Shares, if any) on the Closing Date agrees, subject to the terms and conditions set forth herein, to severally and not jointly based upon such Company Stockholder's pro rata share of the Merger Consideration payable in respect of all outstanding shares of Company Stock, indemnify and hold harmless each of Parent, Merger Sub, the Surviving Corporation, each of their respective subsidiaries and affiliates and each of their and their subsidiaries' and affiliates' respective directors, officers, agents and employees (each an indemnified party) at all times from and after the Closing from and against all Damages (as defined below) that results from (i) the breach or inaccuracy of any representation or warranty of the Company or such Company Stockholder set forth in the Agreement or in any certificate or other document delivered in connection with the transactions contemplated by this Agreement with respect to which a claim for indemnification is brought by an indemnified party within the applicable survival period described in Section 10.1, or (ii) any breach or nonfulfillment by the Company or such Company Stockholder, or any noncompliance by the Company or such Company Stockholder with, any covenant, agreement, or obligation contained herein or in any certificate or other document delivered in connection with the transactions contemplated by this Agreement except to the extent waived in writing by Parent, or (iii) any claim by a holder or former holder of the Company's capital stock or options, warrants or other securities convertible into or exercisable for shares of the Company's capital stock (the "CONVERTIBLE SECURITIES") or any other person, seeking to assert, or based upon: (A) ownership or rights of ownership to any shares of capital stock of the Company; (B) any rights of a stockholder of the Company (other than the right to receive the Merger Consideration pursuant to this Agreement or appraisal rights under the applicable provisions of the MBCL), including any option, preemptive rights, or rights to notice or to vote; (C) any rights under the charter or bylaws of the Company; or (D) any claim that his, her or its shares or Convertible Securities were wrongfully repurchased, canceled, terminated or otherwise limited by the Company, regardless of whether an action, suit or proceeding can...
Indemnification of Parent and Merger Sub. (a) Subject to the limitations contained in this Article 8, the Company shall defend, indemnify and hold harmless Parent and Merger Sub and their respective officers, directors, stockholders, employees and agents from and against any and all losses, claims, judgments, liabilities, demands, charges, suits, penalties, costs or expenses, including court costs and attorneys' fees ("Claims and Liabilities") with respect to or arising from (i) the breach of any warranty or any inaccuracy of any representation made by the Company in this Agreement (as each such representation or warranty would read if all qualifications as to Material Adverse Effect were deleted therefrom), or (ii) the breach of any covenant or agreement made by the Company in this Agreement.
Indemnification of Parent and Merger Sub. Subject to the limitations contained in this Article 12, the Company (prior to Closing) and the Shareholders each shall jointly and severally indemnify, defend and hold harmless Parent, Merger Sub and their Affiliates, and their respective officers, members, managers, directors, employees and shareholders, and their respective successors and assigns (the "Parent Indemnified Parties") from and against any and all Damages which arise out of, result from or relate to:
Indemnification of Parent and Merger Sub. (a) Subject to the limitations contained in this Article 8, the Company, on behalf of the Company Securityholders, shall cause Parent and Merger Sub and their respective officers, directors, stockholders, employees and agents (each, a “Parent Indemnified Party”) to be defended, indemnified and held harmless from and against any and all losses, claims, judgments, liabilities, demands, charges, suits, penalties, costs or expenses, including court costs and reasonable attorneys’ fees (“Claims and Liabilities”) with respect to or arising from (i) the breach of any warranty or any inaccuracy of any representation made by the Company in this Agreement, (ii) the breach of any covenant or agreement made by the Company in this Agreement, (iii) use of the QNXT trademark; (iv) any settlement agreement which the Company enters into prior to the Closing Date with Xxxxxxx Xxxx and/or Xxxx Xxxxxxxx in connection with the matters disclosed in Schedule 3.4(b) of the Company Disclosure Schedule; (v) any claim of infringement or interference by the third party identified on Schedule 3.19(d) of the Company Disclosure Schedule with respect to any Intellectual Property rights of such third party described on Schedule 3.19(d) of the Company Disclosure Schedule; (vi) payment of sales taxes in any state in which the applicable state taxing authorities deem such taxes to be payable and which were not paid but only to the extent such taxes are not reimbursable by the customer pursuant to the customer’s particular contractual obligation for such amounts; and (vii) any taxes due resulting from any adjustment for the year ended December 31, 2004.
Indemnification of Parent and Merger Sub. In accordance with and subject to the provisions of this Article 10, each of the Majority Shareholders (collectively, "Indemnitors") shall, jointly and severally, indemnify and hold harmless Parent, Merger Sub, Company and their Affiliates, and their respective officers, directors, agents and employees (other than for any officer, director, agent or employee who is an Indemnitor hereunder; collectively, "Indemnitees"), from and against and in respect of any and all loss, damage, liability, claim, cost and expense, including reasonable attorneys' fees and amounts paid in settlement pursuant to Paragraph 10.3(b) (collectively, the "Indemnified Losses"), suffered or incurred by any one or more of the Indemnitees by reason of, or arising out of:
Indemnification of Parent and Merger Sub. (a) Subject to the limitations contained in this Article 8, the Company and the Shareholders shall severally, but not jointly, defend, indemnify and hold harmless Parent and Merger Sub and their respective officers, directors, stockholders, employees and agents from and against any and all losses, claims, judgments, liabilities, demands, charges, suits, penalties, costs or expenses, including court costs and reasonable attorneys' fees, in each case net of insurance proceeds and tax benefits (to the extent quantifiable), ("Claims and Liabilities") with respect to or arising from (i) the breach of any warranty or any inaccuracy of any representation made by the Company in this Agreement, (ii) the breach of any covenant or agreement made by the Company in this Agreement or (iii) the transfer of the SMB Business.
Indemnification of Parent and Merger Sub. 9.1.1 From and after the Closing, only to the extent of the Unspecified Escrowed Funds, Parent and the Acquired Companies and their respective directors, officers, employees, Affiliates, stockholders, agents, representatives, successors and permitted assigns (collectively, the “Parent Indemnitees”), shall be entitled to be indemnified for and held harmless from:
Indemnification of Parent and Merger Sub. (a) Subject to the limitations contained in this Article 8, the Company and the Company Payees, severally and not jointly, each in proportion to its respective Pro Rata Portion on the Closing Date, acting through the Representative, shall defend, indemnify and hold harmless, Parent, Merger Sub, Newsub and their respective officers, directors, stockholders, employees and agents from and against any and all losses, claims, judgments, liabilities, demands, charges, suits, penalties, costs or expenses, including court costs and reasonable attorneys’ fees (“Claims and Liabilities”) with respect to or arising from (i) the breach of any warranty or any inaccuracy of any representation made by the Company in this Agreement, (ii) the breach of any covenant or agreement made by the Company in this Agreement, or (iii) except to the extent disclosed in the Company Disclosure Schedule, operations of the Company’s business prior to the Closing Date.
Indemnification of Parent and Merger Sub. (a) Subject to the limitations set forth in this Article VIII, Parent and Merger Sub and their Affiliates (including after the Closing, the Surviving Corporation and its Subsidiaries), and their respective successors and permitted assigns, officers, employees, directors, managers, members, partners, stockholders and agents and their heirs and personal representatives (collectively, the “Parent Indemnitees”) shall be indemnified solely out of the Indemnity Escrow Account from and against, and the Escrow Agent shall cause to be paid to the Parent Indemnitees the amount of, any and all Losses actually incurred by any of the Parent Indemnitees based upon (i) any failure of the representations and warranties of the Company contained in this Agreement (including the schedules and exhibits attached hereto and the certificate delivered pursuant to Section 7.1(a)) to be true and correct (A) as of the date hereof or (B) in all material respects as of the Closing Date (or, with respect to any representations and warranties that address matters as of a different date, the failure of such representations and warranties to be true and correct as of such date), (ii) any breach of the covenants or agreements of the Company contained in this Agreement (including the schedules and exhibits attached hereto and the certificate delivered pursuant to Section 7.1(b)), or (iii) any and all claims related to or arising out of the termination of the Terminated Employees.
