Common use of Indemnification of Parent Clause in Contracts

Indemnification of Parent. (a) Subject to the terms and conditions of this Article VIII (including without limitation the limitations set forth in Section 8.3), Parent and its representatives, successors and permitted assigns (each a “Parent Indemnitee”) shall be indemnified, defended and held harmless 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 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; or (ii) the non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement. (b) As used in this Article VIII, 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 excluding, in any case, any indirect, incidental or consequential damages. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which any party may be entitled to indemnification pursuant to Article VIII, 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.

Indemnification of Parent. (a) Subject to the terms and conditions of this Article VIII VII (including without limitation the limitations set forth in Section 8.37.4), Parent Parent, the Company and its their respective representatives, successors and permitted assigns (each a “the "Parent Indemnitee”Indemnitees") shall be indemnified, defended and held harmless 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 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; or; (ii) the non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement; or (iii) FCC universal service fund contributions assessed against the Company with respect to any period prior to the Closing Date to the extent not paid prior to the date hereof or reserved against in the interim balance sheet included in the Unaudited Financial Statements. (b) As used in this Article VIIIVII, 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 excluding, in any case, any indirect, incidental or consequential damagesvalid. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which any party Parent Indemnitee may be entitled to indemnification pursuant to Article VIIIVII, 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.

Indemnification of Parent. (a) Subject to the terms and conditions of this Article VIII VII (including without limitation the limitations set forth in Section 8.37.4), Parent Parent, Surviving Corp and its their respective representatives, successors and permitted assigns (each a the “Parent IndemniteeIndemnitees”) shall be indemnified, defended and held harmless by those Persons who receive shares of Parent Company Stock from Parent upon consummation of the Merger, but only to the extent of the 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; or; (ii) the non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement; and (iii) such other matters as to which the parties shall agree in good faith, prior to the Closing, that the Parent Indemnitees are entitled to indemnification pursuant to this Article VII (“Other Indemnifiable Matters”). (b) As used in this Article VIIIVII, the term “Losses” shall include on a dollar for dollar basis 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 excludingvalid; provided that, in any casewith respect to Other Indemnifiable Matters, any indirect, incidental or consequential damages“Losses” shall not include court costs and reasonable legal fees and expenses. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which any party a Parent Indemnitee may be entitled to indemnification pursuant to Article VIIIVII, 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.

Indemnification of Parent. (a) Subject to the terms and conditions of this Article VIII VII (including without limitation the limitations set forth in Section 8.37.4), Parent Parent, the Company and its their respective representatives, successors and permitted assigns (each a “the ‘‘Parent Indemnitee”Indemnitees’’) shall be indemnified, defended and held harmless 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 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; or; (ii) the non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement; or (iii) FCC universal service fund contributions assessed against the Company with respect to any period prior to the Closing Date to the extent not paid prior to the date hereof or reserved against in the interim balance sheet included in the Unaudited Financial Statements. (b) As used in this Article VIIIVII, 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 excluding, in any case, any indirect, incidental or consequential damagesvalid. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which any party Parent Indemnitee may be entitled to indemnification pursuant to Article VIIIVII, 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.

Indemnification of Parent. (a) Subject to the terms and conditions of this Article VIII VII (including without limitation the limitations set forth in Section 8.37.6), Parent Parent, the Surviving Corporation and its their respective representatives, successors and permitted assigns (each a the “Parent IndemniteeIndemnitees”) shall be indemnified, defended and held harmless by the Stockholders, severally but not jointly, in proportion to their Pro Rata Percentage, 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 or the Stockholders 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; or; (ii) the non-fulfillment or breach of any covenant or agreement of the Company or the Stockholders contained in this Agreement; or (iii) any of the Retained Liabilities. (b) As used in this Article VIIIVII, the term “Losses” shall include mean 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 excluding, in any case, any indirect, incidental or consequential damagesvalid. Solely for the purpose of determining the amount of any Losses (and not for determining any breach) for which any party a Parent Indemnitee may be entitled to indemnification pursuant to this Article VIIIVII, 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.