Indemnification of the Stockholders. Subject to Section 6.3 hereof, from and after the Closing, the Buyers shall indemnify and hold harmless the Stockholders (and their respective legatees, heirs, and legal representatives) from and against any and all Loss arising out of or incurred with respect to (a) any breach of any or all of the Buyers' representations and warranties in this Agreement or any certificate delivered at the Closing, or (b) the breach or nonperformance of any covenant or obligation to be performed by the Buyers hereunder or under any agreement executed in connection herewith, provided such Loss was not due to a Stockholder's willful misconduct.
Indemnification of the Stockholders. The Purchaser shall indemnify, ----------------------------------- defend and hold the Stockholders and their respective heirs, executors, personal representatives, successors and assigns, harmless from and against any and all costs, expenses, losses, damages, fines, penalties or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) incurred by any of such parties with respect to, in connection with, arising from, or alleged to result from. arise out of, or in connection with:
(a) A breach by the Purchaser of any representation or warranty made by the Purchaser and contained in this Agreement; and
(b) A breach by the Purchaser of any covenant, restriction or agreement made by the Purchaser or applicable to the Purchaser and contained in this Agreement.
Indemnification of the Stockholders. Parent and Merger Sub, jointly and severally, covenant and agree with the Company that they shall reimburse and indemnify and hold the Stockholders and their respective directors, officers, employees, affiliates, agents, representatives, successors and assigns (the “Stockholder Indemnitees”) harmless from, against and in respect of Losses resulting from or arising out of the following matters, regardless of any investigation made at any time by or on behalf of any Stockholder Indemnitee, or any information any Stockholder Indemnitee may have:
Indemnification of the Stockholders. Subject to the limitations contained in this Article 8, Parent shall hold the Stockholders, and the members, directors, officers, partners, employees, successors, assigns, representatives and agents of each of them in their capacities as such (the “Stockholder Indemnified Persons”) harmless and indemnify each of them from and against any and all Indemnified Losses incurred or to be incurred by any of them, resulting from or arising out of:
(a) any breach of any representation or warranty made by Parent in this Agreement or any ancillary document; or
(b) any nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance, by Parent of any covenant or agreement of Parent contained in this Agreement, the Escrow Agreement or any ancillary document.
Indemnification of the Stockholders. Subject to the terms and conditions of this Article 12, from and after the Closing Date, Buyer shall indemnify, defend and hold each Stockholder, and each of their successors and permitted assigns (collectively, the “Stockholder Indemnified Parties” and together with Buyer Indemnified Parties, the “Indemnified Parties”), harmless from and against and any all Losses that any such Stockholder Indemnified Party has suffered, sustained, incurred or become subject to arising out of or resulting from:
(a) the enforcement by such Stockholder Indemnified Party against Buyer of its indemnification rights under this Section 10.3;
(b) the breach of any of the representations and warranties of Buyer contained in Article 5 or, if delivered, in the certificate of Buyer delivered to Company pursuant to Section 9.1;
(c) the breach of any covenant, undertaking, agreement or other obligation of Buyer set forth in this Agreement or, if delivered, in the certificate of Buyer delivered to Company pursuant to Section 9.2; or
(d) any Prorations under Section 8.2, or any Taxes (including any penalties associated therewith) related to any sale taxes related to any services provided to any of the Company’s customers upon and after the Closing Date.
Indemnification of the Stockholders. Subject to Sections 7.1, 7.9 and 7.10, inclusive, Cyberkinetics and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless the Stockholders (and each of them) and shall reimburse them for any Damages up to the amount of the Merger Consideration paid to or on behalf of the Stockholders for which a claim is timely made under Section 7.1, arising from or in connection with (a) any material inaccuracy in any of the representations and warranties of Cyberkinetics or Acquisition Sub made in this Agreement or in any document, agreement, instrument or certificate delivered by Cyberkinetics or Acquisition Sub at the Closing pursuant to this Agreement or (b) any failure by Cyberkinetics or Acquisition Sub to perform or comply with any agreement or covenant in this Agreement or under any document, agreement, instrument, or certificate delivered at the Closing by Cyberkinetics or Acquisition Sub pursuant to this Agreement.
Indemnification of the Stockholders. Subject to the limitations set forth in this Article XI, from and after the Closing, the Buyer shall indemnify and hold harmless, to the fullest extent permitted by Law, each Stockholder and such Stockholder’s respective Affiliates, and their respective successors and assigns (collectively, the “Stockholder Indemnified Parties”) from, against and in respect of any and all Losses based upon, arising out of or incurred as a result of any of the following:
(a) any breach of, or inaccuracy in, any representation or warranty, as of the date hereof or as of the Closing Date, made by the Buyer and Merger Sub in any Transaction Document, or in any document delivered with respect hereto or thereto (it being understood that such representations and warranties (other than the representations and warranties contained in Sections 5.1 (Corporate Organization), 5.5 (Litigation), 5.8 (SEC Documents; Financial Statements) and 5.11 (No Material Adverse Effect)) shall be interpreted without giving effect to any limitations or qualifications as to “materiality” (including the word “material”) or “Material Adverse Effect” set forth therein); or
(b) any breach or default in performance by the Buyer of any covenant or obligation of the Buyer contained in any Transaction Document or in any document delivered with respect hereto or thereto.
Indemnification of the Stockholders. Parent shall hold the Stockholders, and the members, directors, officers, partners, employees, successors, assigns of each of them in their capacities as such (the “Stockholders Indemnified Persons”) harmless and indemnify each of them from and against any and all Indemnified Losses incurred or to be incurred by any of them, resulting from or arising out of:
(a) any breach of any representation or warranty made by Parent in this Agreement; or
(b) any nonfulfillment, nonperformance, nonobservance or other breach or violation, or default in performance, by Parent of any covenant or agreement of Parent contained in this Agreement.
Indemnification of the Stockholders. Subject to the limits set forth in this Section 10.1, from and after the Closing, the Buyer agrees to indemnify, defend and hold the Stockholders and their Affiliates and their respective officers, directors, stockholders, employees, agents and representatives (the “Seller Indemnified Persons”) harmless from and in respect of any and all Losses that they may incur arising out of or due to (i) any breach of any representation or warranty of the Buyer or Newco contained in this Agreement; and (ii) any breach of any covenant of the Buyer or Newco contained in this Agreement.
Indemnification of the Stockholders. Purchaser shall indemnify and hold the Stockholders harmless from, against, for and in respect of any expenses, losses, damages, settlement payments, obligations, claims, actions or causes of action, encumbrances, or liabilities ("Losses") suffered, sustained, incurred or required to be paid by the Stockholders, or either of them, or otherwise resulting from:
(a) the breach of any written representation, warranty, agreement or covenant of Purchaser contained in or made in connection with this Agreement;
(b) the ownership and operation of e resources on and after the Closing Date, except to the extent the same arises from a breach of any written representation, warranty, agreement or covenant of e resources or the Stockholders contained in or made in connection with this Agreement;
(c) any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 10; and
(d) any actions, omissions, conduct or performance by or on behalf of the Company, at any time prior to the Closing with respect to any actual or proposed offering, sale, issuance or transfer of any shares of Xxxxxx Common Stock to any persons other than the Stockholders, whether in a private or public offering, as to written or oral statements or disclosures, and any suit, proceeding, investigation or other action on behalf of one or more individuals or the SEC or any state securities commission.
