Indemnification of Parent Indemnitees. (a) Subject to the terms and conditions of this ARTICLE VII (including without limitation the limitations set forth in Section 7.5), Parent, the Surviving Company and the Company, and their respective representatives, successors and permitted assigns (the “Parent Indemnitees”), shall be indemnified, defended and held harmless by the NewCo Shareholders, jointly and severally to the extent of the Escrow Shares, and thereafter severally but not jointly, 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:
Indemnification of Parent Indemnitees. From and after the Effective Time, the Securityholders shall (subject to Section 8.3 and Section 8.4(b)), jointly and severally indemnify, defend and hold harmless Xxxxxx, Parent and the Surviving Corporation and their respective Affiliates and each of their respective officers, directors, stockholders, members, managers, partners, employees, agents or other representatives (all such foregoing Persons, collectively, the “Parent Indemnitees”) from and against the entirety of any Losses any Parent Indemnitee may suffer, sustain or become subject to (including any Losses any Parent Indemnitee may suffer after the end of the Survival Period with respect to claims made within such period) resulting from or arising out of any of the following (any of the following referred to as “Parent Indemnifiable Losses”):
Indemnification of Parent Indemnitees. (a) Subject to the provisions of this Section 10, from and after the Effective Time, the Parent Indemnitees shall be held harmless and indemnified from and against all Damages that the Parent Indemnitees or any of them may incur based upon, arising out of or otherwise in any way related to:
Indemnification of Parent Indemnitees. The Company Stockholders, holders of Vested Company Options and holders of Company Restricted Stock (the “Indemnifying Holders”) will severally (and not jointly) indemnify, defend and hold harmless Parent, the Company and their Affiliates (including the Surviving Corporation and its Subsidiaries) and their respective stockholders, directors, managers, officers, employees agents, successors and assigns (the “Parent Indemnitees”) from and against any damages, losses, Liabilities, actions, costs, Taxes, deficiencies, assessments, judgments, awards, obligations, actions, claims of any kind, interest, penalties, fines or expenses (including, without limitation, reasonable attorneys’, consultants and experts’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing), whether arising out of any claims by or on behalf of any party to this Agreement or any third-party claims and whether or not the underlying claim, action or cause of action is actually asserted or is merely alleged or threatened (collectively, “Losses”), suffered, incurred or paid, directly or indirectly, as a result of, relating to, in connection with or arising out of (a) the failure of any representation or warranty (other than those representations made in Section 3.4 (Capitalization) and Section 3.12 (Tax Matters)) made by the Company in this Agreement or in any Ancillary Agreement to which the Company is a Party or in any instrument, certificate or writing delivered pursuant to this Agreement or any Ancillary Agreement to which the Company is a Party to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (b) the failure of the representations and warranties made by the Company in Section 3.4 (Capitalization) and Section 3.12 (Tax Matters) of this Agreement to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (c) any breach by the Company of its covenants or agreements contained herein or in any Ancillary Agreement; (d) fraud or misrepresentation with the intent to deceive; (e) the failure of any item set forth in the Allocation Certificate to be true and correct in all respects as of the Closing; (f) notwithstanding any disclosure in the Company Disclosure Schedule, any indemnification pursuant to Section 7.3; (g) any amounts paid to holders of Dissenting Shares in excess of the amounts that would have been payable to such holders had they not exercised the...
Indemnification of Parent Indemnitees. From and after the Closing, Purchaser shall, subject to the limitations in this Article IX, indemnify, save, defend and hold harmless the Parent Indemnitees from and against all Damages suffered, sustained or incurred by any of them until the expiration of the applicable survival period set forth in Section 9.1 resulting from, arising out of, or in connection with:
Indemnification of Parent Indemnitees. Subject to the applicable limitations set forth in this Article VIII, from and after the Closing, Parent and its affiliates (including the Surviving Corporation) and their respective directors, officers, managers, members, shareholders, partners, employees, agents, representatives successors and permitted assigns (collectively, the “Parent Indemnitees”) shall be indemnified and held harmless by the Company Equityholders, (i) on a joint and several basis, from, against and in respect of Losses with respect to Section 8.01(a), Section 8.01(b) and Section 8.01(c) from the Escrow Fund, to the extent that amounts are available in the Escrow Fund to pay such Losses prior to the Release Date, (ii) on a several (based on the relative amount of Base Consideration actually received by each such Company Equityholder) and not joint basis, from, against and in respect of Losses with respect to Section 8.01(a), any breach of, or inaccuracy in Company Fundamental Representations and Section 8.01(c) to the extent that such Losses are in excess of amounts available in the Escrow Fund prior to the Release Date, and (iii) on a several (based on the relative amount of Base Consideration actually received by each such Company Equityholder) and not joint basis, from, against and in respect of Losses with respect to Section 8.01(a), any breach of, or inaccuracy in Company Fundamental Representations and Section 8.01(c) from and after the Release Date until the expiration of an applicable Survival Period pursuant to Section 8.04(a) or the expiration of an applicable Extended Survival Period pursuant to Section 8.04(a) and Section 8.06 in each case of (i), (ii) or (iii), arising out of, based upon, attributable to, or resulting from:
Indemnification of Parent Indemnitees. (a) From and after the Effective Time (but subject to Sections 10.01(a), 10.02(b) and 10.05), each of the Parent Indemnitees shall be held harmless and indemnified from and against, and compensated and reimbursed for, any Damages which are directly or indirectly suffered or incurred by any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty by the Company set forth in Article 2; (ii) any breach of any covenant, agreement or obligation of the Company in this Agreement; (iii) Taxes that relate to Pre-Closing Periods and that portion of a Straddle Period that ends on the Effective Time, to the extent that such Taxes have not been taken into account for purposes of determining the Merger Consideration and all adjustments thereto pursuant to this Agreement (and for the avoidance of doubt, notwithstanding anything else in this Agreement, a decrease in the amount or limitation on the availability of Tax any net operating loss or capital loss or net operating loss carryforward or capital loss carryforward shall not be treated as Damages); (iv) any payment required to be made to any Dissenting Stockholder in excess of the Merger Consideration allocable to such Dissenting Stockholder pursuant to this Agreement; (v) any (A) failure by TMG to satisfy valid indemnification claims made under the TMG Transfer Agreement, (B) obligation of the Company or of its Subsidiaries to indemnify any other Person in connection with the TMG Interest Transfer Agreement or otherwise in connection with the TMG Distribution, (C) liability of the Company or of its Subsidiaries for TMG Excluded Liabilities to the extent that they were not accrued for in full in the Final NTAV, and (D) breach of any covenant or agreement in the TMG Transfer Agreement or the TMG Interest Transfer Agreement by the Company or any of its Subsidiaries prior to the Closing; and (vi) any other amount Parent is entitled to recover from the Escrow Account pursuant to this Agreement or any Ancillary Document. For avoidance of doubt, the indemnification of Parent Indemnitees hereunder shall not be made by the Company, Parent or any other Affiliate of Parent. The Parent Indemnitees may assert any claims against, and have any Damages satisfied from, th...
Indemnification of Parent Indemnitees. (a) From and after the Closing, subject to the terms and conditions of this Article VII, the Holders, other than Unvested Optionholders, shall severally (each based on its Holder Indemnification Percentage) but not jointly indemnify and hold the Parent Indemnitees (as defined below) harmless from and against, and pay to the applicable Parent Indemnitees the amount of, any and all losses, Liabilities, claims, suits, actions, obligations, deficiencies, demands, awards, judgments, damages, interest, fines, penalties, costs and expenses (including costs of investigation and defense and attorneys’ and other professionals’ fees and expenses) whether or not involving a Third Party Claim (hereinafter individually a “Loss” and collectively “Losses”) suffered, incurred or sustained, directly or indirectly, by Parent, the Surviving Corporation, any of their respective Affiliates or any of the respective officers, directors, managers, employees, stockholders, members, partners, agents, representatives or successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”) attributable to, based upon or arising or resulting from:
Indemnification of Parent Indemnitees. From and after the Closing, and pursuant to the provisions of this Agreement, the Indemnity Escrow Agreement, and in the case of the MDP Stockholder, the Written Consent executed by the MDP Stockholder, and in all cases subject to the limitations set forth in this Article 9, Parent and Merger Sub and their respective officers, directors, agents, employees, successors and assigns (collectively, the “Parent Indemnitees”) shall be indemnified and held harmless from and against any liability, obligations, fines, penalties, losses, settlements, damages, claims, interest, awards and judgments, costs, Taxes and expenses (including reasonable attorneys’ fees and other reasonable costs and expenses of investigating or contesting any of the foregoing) and any diminution in value (collectively, “Loss” or “Losses”) suffered or incurred by any of them as a result of, or arising out of:
Indemnification of Parent Indemnitees. From and after the Effective Time (but subject to Section 10.1), each Parent Indemnitee shall be entitled to be indemnified and held harmless from and against any Damages that are suffered or incurred at any time by any of the Parent Indemnitees (regardless of whether or not such Damages relate to any Third Party Claim) and that arise out of or result from:
