Indemnification of Stockholders. (a) To the fullest extent permitted by applicable law, the Company will, and will cause each of the Specified Subsidiaries to, indemnify, exonerate and hold the Stockholders and each of their respective partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, proceedings, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration or claim arising directly or indirectly out of, or in any way relating to, (i) such Stockholder’s or its Affiliates’ ownership of Securities or such Stockholder’s or its Affiliates’ control or ability to influence the Company or any of its Subsidiaries (which for purposes of this ARTICLE VII shall include VMware and its subsidiaries) or their respective predecessors or successors (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any willful breach of this Agreement by such Indemnitee or its Affiliates or other related Persons or (y) without limiting any other rights to indemnification, to the extent such control or the ability to control the Company or any of its Subsidiaries derives from such Stockholder’s or its Affiliates’ capacity as an officer or director of the Company or any of its Subsidiaries) or (ii) the business, operations, properties, assets or other rights or liabilities of the Company or any of its Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company will, and will cause the Specified Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For the purposes of this Section 7.2, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a...
Indemnification of Stockholders. ACQUIROR will indemnify each Stockholder against all claims, actions, suits, proceedings or investigations, losses, damages, liabilities (or actions in respect thereof), costs and expenses (including reasonable fees and expenses of counsel) arising out of or based upon the execution or delivery of this Agreement or the performance by such Stockholder of his or her obligations hereunder and in the event of any such claim, action, suit, proceeding or investigation unless ACQUIROR shall have assumed the defense thereof as provided below, (i) ACQUIROR shall pay as incurred the reasonable fees and expenses of counsel selected by the Stockholder, which counsel shall be reasonably satisfactory to ACQUIROR, promptly as statements therefor are received, and (ii) ACQUIROR will cooperate in the defense of any such matter; provided, however, that ACQUIROR shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided, further, that ACQUIROR shall not be obliged pursuant to this Section 1.7 to pay the fees and disbursements of more than one counsel for all Stockholders in any single action except to the extent that, in the opinion of counsel for the Stockholders two or more of such Stockholders have conflicting interests in the outcome of such action. In the event any person asserts a claim against a Stockholder for which such Stockholder intends to seek indemnification hereunder, such Stockholder shall give prompt notice to ACQUIROR, and shall permit ACQUIROR to assume the defense of any such claim or any litigation resulting therefrom with counsel selected by ACQUIROR, which counsel shall be reasonably acceptable to such Stockholders; provided that such Stockholder may participate in such defense at his or her own expense, and provided further that the failure of any Stockholder to give notice as provided herein shall not relieve ACQUIROR of its obligations under this Section 1.7 except to the extent ACQUIROR is materially prejudiced thereby. ACQUIROR shall not, in the defense of any such claim or litigation, except with the consent of the Stockholder being indemnified, consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Stockholder of a release from all liability in respect of such claim or litigation. Each Stockholder shall promptly furnish such information regarding...
Indemnification of Stockholders. (a) Subject to the provisions of this Article IX, from and after Closing, Parent shall indemnify, hold harmless and defend against any Losses sustained by, incurred by, suffered by or asserted against the Stockholders or any of their Affiliates, officers, directors, shareholders, agents, equity holders, representatives and employees (each, a “Stockholder Indemnified Party”) to the extent relating to or arising as a result of:
(i) any breach or inaccuracy of any representation or warranty made by Parent or Merger Sub in this Agreement or in any certificate delivered pursuant to this Agreement; and
(ii) any breach of any covenant or agreement made by Parent or Merger Sub in this Agreement or in any certificate delivered pursuant to this Agreement.
(b) For purposes of determining whether a representation or warranty made by Parent or Merger Sub in this Agreement was breached or inaccurate for purposes of this Section 9.3 and for calculating the amount of Losses resulting from such breach or inaccuracy, any qualification as to materiality, “material adverse effect” or words of like meaning included in any applicable representation and warranty in this Agreement shall be disregarded as if such qualification was not included.
(c) Notwithstanding anything to the contrary in this Agreement, except with respect to Fraud:
(i) no Stockholder Indemnified Party may recover for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered by the Stockholder Indemnified Parties pursuant to Section 9.3(a) equals or exceeds the Deductible, in which event Stockholder Indemnified Parties shall only be entitled to indemnification for all indemnifiable Losses in excess of the Deductible; and
(ii) the maximum aggregate amount of indemnifiable Losses that may be recovered pursuant to Section 9.3(a) shall be the Cap.
Indemnification of Stockholders. Each Investor, severally and not jointly, shall indemnify, hold harmless and defend each Stockholder, its Affiliates and their respective officers, directors, partners, managers, members, employees, agents and Affiliates (each, an “Indemnified Person”) from and against any and all losses, liabilities, damages, reductions in value, costs and expenses, including, inter alia, costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals arising out of, or resulting from any failure of any representation or warranty made by such Investor in this Agreement to be true and correct as of the date of this Agreement, except for representations and warranties that speak of a specific date, which shall be true and correct as of such date (“Indemnifiable Damages”).
Indemnification of Stockholders. Subject to any provisions hereof to the contrary, Covalent hereby indemnifies and agrees to hold harmless the Stockholders and their respective successors and assigns (collectively, the “Remedium Indemnified Parties”) from, against and in respect of the amount of any and all Covalent Deficiencies (as hereinafter defined and together with Stockholder Deficiencies – each, a “Deficiency” or “Deficiencies”).
Indemnification of Stockholders. Subject to the other provisions of this Article VI, PSC and PSGS, jointly and severally, will indemnify and hold the Stockholders, their affiliates and their respective agents (collectively, the "Stockholder Parties") harmless from any and all Losses that any Stockholder Party suffers or incurs as a result of or relating to:
(a) the breach of any representation or warranty made by a Buyer in this Agreement or any other Buyer Document or any allegation by a third party that, if true, would constitute such a breach; or
(b) the breach of any covenant or agreement made by a Buyer in this Agreement or any other Buyer Document or any allegation by a third party that, if true, would constitute such a breach. For purposes of indemnification pursuant to this Section 6.2, all materiality qualifications will be excluded from and given no effect in each representation, warranty, covenant and agreement by any Buyer set forth in this Agreement.
Indemnification of Stockholders. From and after the Closing and subject to the limitations contained in this Article IX, Parent will cause GDC America, Inc. to indemnify each Stockholder and its respective Affiliates and each of its and their Affiliates’ respective shareholders, members, officers, directors, employees, agents, Representatives and successors and assigns (collectively, the “Stockholder Indemnified Parties”) and hold the Stockholder Indemnified Parties harmless against any Damages that the Stockholder Indemnified Parties have incurred by reason of (a) the inaccuracy or breach by Parent or Merger Sub of any representation or warranty of Parent or Merger Sub contained in Article V of this Agreement, (b) by reason of a breach by Parent or Merger Sub of any covenant of Parent or Merger Sub contained in this Agreement, or (c) Fraud committed by Parent or Merger Sub (at or prior to the Effective Time).
Indemnification of Stockholders. (a) Alarm hereby agrees to indemnify and hold the Stockholders and their respective Affiliates, agents, attorneys, representatives, successors and assigns (the “Seller Indemnified Parties”) harmless from and against any and all Losses that any of the Seller Indemnified Parties may sustain (whether or not instituted by a third party), or to which any of the Seller Indemnified Parties may be subjected, arising out of or in connection with:
(i) any inaccuracy or misrepresentation in or breach of any representation or warranty of Alarm or the Merger Sub in any Alarm Document;
(ii) any breach of any covenant or agreement of Alarm or the Merger Sub in any Alarm Document; and
(iii) any and all Taxes (or the nonpayment thereof) of the Company properly allocable to the Post-Closing Period or the portion of the Straddle Period beginning after the Closing Date (as calculated in accordance with Section 7.6 and as required under applicable Law).
(b) Following the Closing, the Company shall not have any Liability to any Stockholder or any other Person as a result of any inaccuracy or misrepresentation in or breach of the representations or warranties made by, or a breach of any covenant or agreement made by, the Company or any Stockholder. No Stockholder shall have any right of indemnification or contribution against the Company on account of any event or condition occurring or existing prior to or on the date of the Closing.
Indemnification of Stockholders. (a) From and after and by virtue of the Merger, subject to the terms of this Article V, Parent agrees to indemnify and hold harmless each Stockholder and Optionholder and such Stockholder's and Optionholder's respective officers, directors, affiliates, employees, agents and representatives (each, a "Stockholder Indemnified Party" and collectively, the "Stockholder Indemnified Parties"), from and against all Losses paid, incurred, suffered or sustained by the Stockholder Indemnified Parties, or any of them (regardless of whether or not such Losses relate to any third party claims), directly or indirectly, resulting from, arising out of, or relating to any of the following:
(i) any breach of or inaccuracy in, as of the date hereof or as of the Effective Time, a representation or warranty of Parent, Merger Sub or Sub LLC set forth in this Agreement, without giving effect to any qualifications based on the word "material" or similar phrases limiting the scope of such representation or warranty; and
(ii) any failure by Parent, Merger Sub or Sub LLC to perform or comply with any of its covenants or agreements set forth in this Agreement.
Indemnification of Stockholders. (a) The Stockholders agree that any income taxes attributable to the Section 338(h)(10) election shall be paid by the Stockholders, as the shareholders of the Company, provided that Industrialex shall indemnify the Stockholders for any Incremental Tax Cost. "INCREMENTAL TAX COST" shall mean the net excess, when and as incurred, of (1) the actual combined federal and state income tax liability of the Stockholders for the taxable year in which the Closing occurs (determined without regard to any payment under this Section 10.5(a)); over (2) the combined hypothetical federal and state income tax liability of the Stockholders determined by treating the Stockholders as if they had sold their Shares on the terms set forth herein in the absence of a Section 338(h)(10)
