Indemnification of the Parent and Merger Sub Sample Clauses

Indemnification of the Parent and Merger Sub. The Stockholder (in his -------------------------------------------- capacity hereunder, and for purposes of Section 8.2(d) below, an "Indemnitor") agrees to indemnify, defend, protect, and hold harmless each of Parent, Merger Sub, the Surviving Corporation and each of their respective subsidiaries and affiliates (each in its capacity as an indemnified party, an "Indemnitee") at all times from and after the date of this Agreement from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively "Damages") incurred by such Indemnitee as a result of or incident to (i) any breach of any representation or warranty of the Company and the Stockholder set forth herein (or in any certificate or other document delivered in connection with the Closing) as of the date made (as such representation or warranty would read if all qualifications as to materiality were deleted from it) with respect to which a claim for indemnification is brought by an Indemnitee within the applicable survival period, if any, described in Section 8.2(a), and (ii) any breach or nonfulfillment by the Company or the Stockholder, or any noncompliance by the Company or the Stockholder with, any covenant, agreement, or obligation contained herein (or in any certificate or other document delivered in connection with the Closing).
Sample 1
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Indemnification of the Parent and Merger Sub. (a) The Company shall, and, from and after the Closing the Stockholders shall, severally and not jointly, indemnify and hold harmless the Merger Sub and the Parent and each of their respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents, permitted assignees and Affiliates (the “Parent Indemnitees”), against and in respect of Losses incurred or sustained by any Parent Indemnitee, whether due to a Third-Party Claim or otherwise, as a result of or in connection with the following:
Sample 1

Related to Indemnification of the Parent and Merger Sub

  • PARENT AND MERGER SUB Parent and Merger Sub hereby represent and warrant to the Company as follows:

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • Performance of Obligations of Parent and Merger Sub Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Effective Time.

  • Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

  • Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions to the Obligations of Parent and Merger Subsidiary The obligations of Parent and Merger Subsidiary to consummate the Merger are subject to the satisfaction of the following further conditions:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

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