Indemnification of Parent and the Surviving Corporation Sample Clauses

Indemnification of Parent and the Surviving Corporation. (a) Subject to the terms and conditions of this Article VII (including without limitation the limitations set forth in Section 7.4), Parent, the Surviving Corporation and their respective representatives, successors and permitted assigns (the “Parent Indemnitees”) shall be indemnified, defended and held harmless by those Persons who are holders of the Company Capital Stock at the Effective Time, but only to the extent of the Indemnity Escrow Shares, from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Parent Indemnitee by reason of, arising out of or resulting from:
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Indemnification of Parent and the Surviving Corporation. Parent, the Surviving Corporation and their respective Affiliates, the directors, officers, employees, affiliates, agents and representatives of the foregoing and the successors and assigns thereof (collectively, the "Parent Indemnitees") shall be entitled to reimbursement and indemnification by the Stockholders from and against any and all claims, liabilities, obligations, losses, fines, costs, proceedings or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including all reasonable fees and disbursements of counsel but excluding any allocation of internal compensation costs, incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), resulting from or arising out of the following matters, regardless of any investigation made at any time by or on behalf of any Parent Indemnitee, or any information any Parent Indemnitee may have (including, with respect to paragraphs (3) and (4) below, any information disclosed in the Company Disclosure Schedule regarding regulatory matters or litigation or the risks and uncertainties relating thereto):
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Indemnification of Parent and the Surviving Corporation. Subject to the limitations and other provisions of this Article 9, from and after the Closing, each Shareholder shall severally based on their Pro Rata Portion and not jointly indemnify and hold harmless Parent and the Surviving Corporation and each of their respective directors, officers, employees, agents, equity holders and Affiliates (collectively, the “Parent Indemnified Parties”) from and against any and all Losses incurred or suffered by the Parent Indemnified Parties arising out of, relating to or resulting from any of the following:
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Indemnification of Parent and the Surviving Corporation. Subject to Sections 10.4 and 10.6, Parent, the Surviving Corporation and each of their respective officers, directors and stockholders (but not officers, directors, employees, agents and stockholders of Home Account prior to the Closing) (collectively, the "Parent Indemnified Parties") shall be entitled, as the sole and exclusive remedy for Escrow Losses (defined below), to indemnification and reimbursement from the Indemnity Escrow Shares in accordance with this Section 10.1, Section 2.7 and the Escrow Agreement for any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, reasonable attorneys' fees and other reasonable legal costs and expenses (hereinafter referred to collectively as "Escrow Losses"), that the Parent Indemnified Parties may at any time suffer or incur, or become subject to, as a result of, in connection with or arising out of: (i) any breach or inaccuracy of any of the representations and warranties made by Home Account in this Agreement or any other agreement or instrument delivered by Home Account pursuant hereto; (ii) any failure of Home Account to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any other agreement or instrument delivered by Home Account pursuant hereto; (iii) any failure or delay by the holders of Home Account Preferred Stock immediately prior to the Effective Time to pay (in accordance with Section 7.4) the fees and expenses of Home Account, Home Network and the Home Account Stockholders incurred with respect to this Agreement, the Merger or the transactions contemplated hereby or thereby; and (iv) any matter identified on Exhibit 10.1.
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Related to Indemnification of Parent and the Surviving Corporation

  • The Surviving Corporation Section 3.01.

  • Bylaws of the Surviving Corporation The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Directors and Officers of the Surviving Corporation The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Officers of the Surviving Corporation The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Articles of Incorporation of the Surviving Corporation The Articles of Incorporation of Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

  • Indemnification of Company, Directors and Officers and Selling Stockholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Stockholder and each person, if any, who controls any Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Certificate of Incorporation of the Surviving Corporation The Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation.

  • Indemnification of Company, Directors and Officers and Selling Shareholders Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

  • Directors and Officers of Surviving Corporation The directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the bylaws of the Surviving Corporation.

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