Indemnification of Parent and Merger Sub. From and after the Closing and subject to the limitations contained in this Article IX, each Shareholder will, severally and not jointly, in accordance with such Shareholder’s Pro Rata Portion indemnify Parent and Merger Sub, their respective Affiliates (including the Surviving Corporation) and each of their and their Affiliates’ respective shareholders, officers, directors, employees, agents, Representatives and successors and assigns (collectively, the “Parent Indemnified Parties”) and hold the Parent Indemnified Parties harmless against all damages, losses, out-of-pocket expense, Liabilities, fines, claims, forfeitures, obligations, Actions, Taxes, judgments, interest, awards, penalties, fees, costs or expenses (including reasonable out-of-pocket expenses of investigation and reasonable and documented attorneys’ fees and expenses in connection with any Action, whether involving a Third-Party Claim or a claim solely between the Parties hereto, to enforce the provisions hereof) and reasonable and documented attorneys’ fees (collectively, “Damages”) that the Parent Indemnified Parties have incurred arising out of: (a) the inaccuracy or breach of any representations and warranties set forth in Article IV of this Agreement or any Ancillary Agreement including any Third-Party Claim alleging facts that, if true, would constitute a breach of any such representation or warranty, (b) a breach of any covenant or other obligation of the Company or any Shareholder contained in this Agreement or any Ancillary Agreement (c) any demand for appraisal or assertion of dissenter’s rights by any Shareholder (including the amount per Share payable to the applicable Share in accordance with Section 2.4), (d) any inaccuracy in, or claims from any Shareholder related to or arising out of, the Allocation Schedule, including to the extent any Shareholder is entitled to receive any amounts in excess of the amounts indicated on the Allocation Schedule, (e) Fraud committed by the Company or any of its Subsidiaries (at or prior to the Effective Time), (f) any Pre-Closing Taxes and (g) the Special Indemnification Items.
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.
(b) In addition to the obligations set forth in Section 8.1(a) above, the Company shall defend, indemnify and hold harmless Parent and Merger Sub and their respective officers, directors, stockholders, employees and agents against any and all Claims and Liabilities with respect to or arising from any claims for any right to receive Merger Consideration made by any Person who is not a holder of Company Stock at the Effective Time or is a holder of Company Stock and claiming a right to Merger Consideration inconsistent with the Merger Consideration Certificate.
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.
(b) Subject to the limitations contained in this Article 8, the Company, on behalf of the Company Securityholders, shall cause each Parent Indemnified Party to be defended, indemnified and held harmless against any and all Claims and Liabilities with respect to or arising from any claims for any right to receive Merger Consideration made by any Person who is not a holder of Company Stock or a Company Warrant at the Effective Time or is a holder of Company Stock or Company Warrant and claiming a right to Merger Consideration, in either case, inconsistent with the Merger Consideration Spreadsheet, including, without limitation, holders of Dissenting Shares.
(c) No indemnification shall be payable with respect to Claims and Liabilities asserted pursuant to Sections 8.2(a) and 8.2(b) to the extent the cumulative amount of all such Claims and Liabi...
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.
(b) In addition the obligations set forth in Section 8.1(a) above, the Company shall defend, indemnify and hold harmless Parent and Merger Sub and their respective officers, directors, stockholders, employees and agents against any and all Claims and Liabilities with respect to or arising from any claims for any right to receive Merger Consideration made by any Person who is not a holder of Company Stock at the Effective Time or is a holder of Company Stock and claiming a right to Merger Consideration inconsistent with the Merger Consideration Certificate.
Indemnification of Parent and Merger Sub. M&G’s agrees to 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 result from (i) the breach or inaccuracy of any representation or warranty of M&G’s 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 valid claim for indemnification is brought by an indemnified party, or (ii) any breach or nonfulfillment by M&G’s, or any noncompliance by M&G’s with, any material 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 M&G’s capital stock or any other person, seeking to assert, or based upon: (A) ownership or rights of ownership to any shares of capital stock of M&G’s; (B) any rights of a stockholder of the M&G’s (other than the right to receive the New Parent Shares pursuant to this Agreement or appraisal rights under the applicable provisions of the Corporation Law), including any option, preemptive rights, or rights to notice or to vote; (C) any rights under the charter or bylaws of M&G’s; or, and any and all actions, suits and Proceedings resulting from any of the foregoing.
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.
(b) 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 against any and all Claims and Liabilities with respect to or arising from any claims for any right to receive Merger Consideration made by any Person who is not a holder of Company Stock at the Effective Time or is a holder of Company Stock and claiming a right to Merger Consideration inconsistent with the Merger Consideration Certificate, including, without limitation, holders of Appraisal Shares.
(c) No indemnification shall be payable with respect to Claims and Liabilities asserted pursuant to Sections 8.2(a) (exclusive of any claims for indemnification related to the Fundamental Representations ) to the extent the cumulative amount of all such Claims and Liabilities exceeds three million dollars ($3,000,000) (the “Indemnification Cap”).
(d) The Company hereby agrees and acknowledges that Parent may offset the Claims and Liabilities that may arise under this Section 8.2 by deducting any such amount from any of the Non-Contingent Payments (and specifically excluding the Closing Payment) or the Contingent Payment.
