Indemnification of Stockholder Indemnified Parties. Purchaser 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 Purchaser 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 Purchaser 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 Purchaser, 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 Purchaser, 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. (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:
(i) any breach of the representations and warranties of Parent or Merger Sub set forth in Section 3 or in a certificate or other instrument executed and delivered by Parent or Merger Sub pursuant to this Agreement;
(ii) any failure of Parent or Merger Sub to perform or comply with any covenant or agreement applicable to it contained in this Agreement;
(iii) any failure of the Company to perform or comply with any covenant or agreement applicable to it contained in this Agreement to be performed by it after the Closing; or
(iv) (i) any fraud committed by Parent or any of its Affiliates (including the Company after the Closing) or of which Parent or any of its Affiliates has knowledge and (ii) any willful breach or intentional misrepresentation of or related to this Agreement, any certificate delivered pursuant to this Agreement or other instrument delivered pursuant to this Agreement committed by Parent or any of its Affiliates (including the Company after the Closing) or of which Parent or any of its Affiliates has knowledge.
(b) Without limiting the effect of any other limitation set forth in this Section 6, the indemnification provided for in Section 6.3(a)(i) shall not apply, and the Stockholder Indemnified Parties shall not be entitled to exercise any indemnification rights under this Agreement with respect to Damages under Section 6.3(a)(i), except to the extent that the aggregate amount of such Damages against which the Stockholder Indemnified Parties would otherwise be entitled to be indemnified exceeds $50,000. If the aggregate amount of such Damages exceeds such threshold, then the Stockholder Indemnified Parties shall, subject to the other limitations set forth in this Agreement, be entitled to be indemnified for their Damages without regard to such threshold; provided, however, that the amount that the Stockholder Indemnified Parties may recover from Parent for such Damages (i) under Section 6.3(a)(i) (except with respect to Fundamenta...
Indemnification of Stockholder Indemnified Parties. ARS 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 (a) any breach by ARS of its representations and warranties set forth herein or in its certificates, if any, delivered to the Company or the Stockholders in connection herewith or (b) any nonfulfillment of any covenant or agreement on the part of ARS or ARS Sub in this Agreement (each such Damage Claim being a "Stockholder Indemnified Loss").
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. 27- Section 7.04. CONDITIONS OF INDEMNIFICATION...........................-27- Section 7.05. LIMITATIONS ON INDEMNIFICATION..........................-29- ARTICLE VIII
Indemnification of Stockholder Indemnified Parties. Subject to the provisions of SECTIONS 7.01 AND 7.05, Invatec 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 Third Party Claims that arise from, are based on or relate or otherwise are attributable to (i) any breach by Invatec or Invatec Sub of its representations and warranties set forth herein or in its certificates delivered to the Company or the Stockholders in connection herewith, or (ii) any nonfulfillment of any covenant or agreement on the part of Invatec under this Agreement (each such Third Party 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. 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:
(a) any inaccuracy or breach of any representation or warranty made by Parent or Merger Sub in the Acquisition Documents; and
(b) the breach of any covenant or agreement made by Parent or Merger Sub in the Acquisition Documents. Notwithstanding the foregoing, no indemnification payment by Parent with respect to any indemnifiable Losses otherwise payable under Section 9.03 and arising out of or resulting from the causes enumerated in Section 9.03 shall be payable until such time as all such indemnifiable Losses shall aggregate to more than $250,000, after which time Parent shall be liable in full for all indemnifiable Losses (including the first $250,000). The aggregate maximum liability of Parent for any and all Losses pursuant this Section 9.03 shall be limited to value of the total Net Closing Consideration actually paid pursuant to this Agreement (valued as of the date of such payment).
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. T-NDE 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 (a) any breach by T-NDE of its representations and warranties set forth herein or in its certificates, if any, delivered to OSI or the Stockholders in connection herewith or (b) any nonfulfillment of any covenant or agreement on the part of T-NDE in this Agreement.
