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:
(i) the inaccuracy or breach of any representation or warranty of the Company contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by the Company to Parent pursuant to this Agreement with respect hereto or thereto in connection with the Closing;
(ii) the non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement; and
(iii) the matters referred to in Schedule 2.15(a) of the Company Schedule.
(b) As used in this Article VII, the term “Losses” shall include all losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by third parties or whether or not ultimately determined to be valid. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which Parent Indemnitee may be entitled to indemnification pursuant to Article VII, any representation or warranty contained in this Agreement that is qualified by a term or terms such as “material,” “materially,” or “Material Adverse Effect” shall be deemed made or given without such qualification and without giving effect to such words.
(c) The Indemnity Escrow Shares are the sole and exclusive remedy of the Parent Indemnitees for claims against the Persons who are holders of Company Capital Stock at the Effective Time and no Parent Indemnitee shall have any claim against any such Person, including the Signing Shareholders, for indemnification in excess of such Person’s interest in the Indemnity Escrow Shares.
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:
(a) any inaccuracy in or breach of any representation or warranty of the Company set forth in Article 3 of this Agreement;
(b) the nonfulfillment, nonperformance or other breach of any covenant or agreement of the Company contained in this Agreement;
(c) any Company Transaction Expenses, Equity Award Payments, Change of Control Payments or Indebtedness of the Company or its Subsidiaries as of the Effective Time not reflected in the calculation of the Closing Merger Consideration or the Merger Consideration Adjustment Amount;
(d) the Excluded Assets and Liabilities;
(e) any Dissenting Share Payments;
(f) the Heli-One Agreements; or
(g) any of the matters disclosed on Schedule 9.1(g) of the Company Disclosure Schedule.
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.
