Indemnification of Stockholder Indemnified Parties. TMI covenants and agrees that it will indemnify each Stockholder Indemnified Party against, and hold each Stockholder Indemnified Party harmless from and in respect of, all Damage Claims (that arise from, are based on or relate or otherwise are attributable to (i) any breach by TMI or Newco of their representations and warranties set forth herein or in their certificates delivered to the Company or the Stockholders in connection herewith, (ii) any nonfulfillment of any covenant or agreement on the part of TMI or Newco under this Agreement (each such Damage Claim being a "Stockholder Indemnified Loss"); or (iii) any liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement or alleged untrue statement of a material fact relating to TMI, Newco or any of the Other Founding Companies contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating to TMI, Newco or any of the Other Founding Companies, or any of them, required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made.
Indemnification of Stockholder Indemnified Parties. By virtue of the Merger, Buyer and the Surviving Corporation agree to indemnify and hold harmless the Stockholders, their respective directors, officers, employees, agents and affiliates, and the respective heirs, executors, personal representatives, successors and assigns of the foregoing Persons (the “Stockholder Indemnified Parties”) against all Losses incurred or sustained by the Stockholder Indemnified Parties, or any of them, directly or indirectly, as a result of (a) any breach of or inaccuracy in a representation or warranty of Buyer or Acquisition Corp contained in this Agreement, the Escrow Agreement, the Stockholder Claim Escrow Agreement, or any certificate or other instrument delivered by or on behalf of Buyer or Acquisition Corp pursuant to this Agreement, the Escrow Agreement or the Stockholder Claim Escrow Agreement (provided that, in the event of any such breach or inaccuracy, for purposes of determining the amount of any Loss with respect thereto, no effect will be given to any qualification as to “materiality,” “material adverse effect” or “knowledge” contained therein) or (b) any failure by Buyer or Acquisition Corp to perform or comply with any covenant, obligation or agreement applicable to it contained in this Agreement or any certificates or other instruments delivered by or on behalf of it pursuant to this Agreement. Buyer and Acquisition Corp shall not have any right of contribution, indemnification or right of advancement from the Stockholder Indemnified Party with respect to any Loss claimed by a Stockholder Indemnified Party, whether by virtue of any contractual or statutory right of indemnity or otherwise, and all claims to the contrary are hereby waived and released.
Indemnification of Stockholder Indemnified Parties. Upon the Closing, subject to the other provisions of this Article VII, the Stockholders, the Optionholders and the Warrantholder, and their respective successors and permitted assigns, and the officers, directors, managers, members, partners, stockholders and Affiliates of any Stockholder, Optionholder and the Warrantholder (excluding the Surviving Corporation, “Stockholder Indemnified Parties”) shall be entitled to be indemnified and held harmless by Parent and the Surviving Corporation, jointly and severally, from and against, and to be reimbursed by Parent and the Surviving Corporation for, any and all Losses incurred or sustained by the Stockholder Indemnified Parties, or any of them, directly or indirectly, arising out of, related to, or resulting from or based upon (a) any breach or inaccuracy of any representation or warranty of Parent or Merger Sub contained in this Agreement or in any Contract, certificate or other instrument delivered pursuant to this Agreement or (b) any failure by Parent or Merger Sub to perform or comply with any covenant applicable to it contained in this Agreement.
Indemnification of Stockholder Indemnified Parties. (a) From and after the Effective Time (but subject to Section 6.1 and the other applicable provisions of this Section 6), Parent agrees to indemnify and hold harmless each Escrow Participant (in accordance with its Participation Percentage) and its officers, directors, Affiliates, employees, agents and representatives (the “Stockholder Indemnified Parties”) against any and all Damages incurred or sustained by the Stockholder Indemnified Parties, or any of them, directly or indirectly, as a result of the following:
Indemnification of Stockholder Indemnified Parties. After the Effective Time, each Company Participant and its affiliates, officers, directors, managers, employees, agents, successors and assigns (collectively, the “Stockholder Indemnified Parties”) shall be indemnified and held harmless by Parent for any and all Losses suffered, incurred or paid by them, arising out of or resulting from:
Indemnification of Stockholder Indemnified Parties. 54 Section 9.05.
Indemnification of Stockholder Indemnified Parties. Upon the Closing, subject to the other provisions of this Article VII, the Stockholders and the Vested Optionholders and their respective successors and permitted assigns, and the officers, directors, managers, members, partners, stockholders and Affiliates (excluding the Surviving Corporation, “Stockholder Indemnified Parties”) shall be entitled to be indemnified and held harmless by Parent and the Surviving Corporation, jointly and severally, from and against, and to be reimbursed by Parent and the Surviving Corporation for, any and all Losses incurred or sustained by the Stockholder Indemnified Parties, or any of them, directly or indirectly, arising out of, related to, or resulting from or based upon (a) any breach or inaccuracy of any representation or warranty of Parent or Merger Sub contained in this Agreement or in any Contract, certificate or other instrument delivered pursuant to this Agreement or in any Contract, certificate or instrument of Parent or Merger Sub delivered pursuant to this Agreement; or (b) any failure by Parent or Merger Sub to perform or comply with any covenant applicable to it contained in this Agreement.
Indemnification of Stockholder Indemnified Parties. (a) RW covenants and agrees that it will indemnify each Stockholder Indemnified Party against, and hold each Stockholder Indemnified Party harmless from and in respect of, all Damage Claims that arise from, are based on or are attributable to (i) any breach by RW of its representations and warranties set forth herein or in their certificates delivered to the Company or the Stockholder in connection herewith; or (ii) the nonfulfillment of any covenant or agreement on the part of RW under this Agreement (each such Damage Claim being a "Stockholder Indemnified Loss").
Indemnification of Stockholder Indemnified Parties. Subject to this Section 6.3 from and after the Closing Date, the Stockholders and their respective directors, officers, employees, agents, representatives, Affiliates, successor and assigns (collectively “Stockholder Indemnified Parties”) will be indemnified and held harmless and shall be entitled to payment and reimbursement by Buyer and Buyer’s Parent with respect to the amount of any Losses suffered, incurred or paid by any Stockholder Indemnified Party by reason of, in whole or in part, or arising from, in whole or in part, (a) any breach by Buyer or Buyer’s Parent of any covenant, agreement or obligation of Buyer or Buyer’s Parent in this Agreement to be performed after the Closing and (b) any misrepresentation or inaccuracy in, or breach of any, representation or warranty contained in Section 4.2 or in the certificate delivered pursuant to Section 7.3.1.
Indemnification of Stockholder Indemnified Parties. . . 60 Section 9.4.
