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:
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:
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:
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:
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 Section 8.2(c) below, the Purchasers shall indemnify and hold the Stockholder and their respective officers, directors and affiliates (including the Companies prior to the Closing Date) harmless against Losses incurred by the Stockholders or their respective officers, directors or affiliates, directly or indirectly, as a result of (i) any inaccuracy or breach of any representation or warranty made by the Purchasers in this Agreement, including any exhibit or schedule attached hereto, (ii) the breach of any covenant of the Purchasers in Section 6 hereof or any agreement made by the Purchasers in this Agreement, or (iii) any claims for broker’s or finder’s fees arising out of the Acquisition, other than fees payable to brokers or finders that were retained by any Company or any Stockholder.
Indemnification of the Stockholders. Parent will indemnify and hold the Stockholders and their heirs (collectively, the "Stockholder Parties") harmless from any and all Claims (determined without regard to any materiality qualification contained in any representation, warranty, or covenant giving rise to the indemnity claim hereunder) that any Stockholder Party may suffer or incur arising out of the breach or any alleged breach of any of the representations, warranties, covenants, or agreements made by the Tyler Companies in this Agreement; provided, however, that (a) the Stockholder Parties will not be entitled to indemnification under this Section 6.02 for Claims unless the aggregate amount of all Claims exceeds $500,000, in which case the Stockholder Parties will be entitled to indemnification for amounts only in excess of $500,000; (b) the Stockholder Parties will not be entitled to indemnification under this Section 6.02 for Claims if and to the extent that Claims aggregate more than $5,500,000; and (c) the foregoing limitations shall not apply with respect to any Claims arising under any breach of the covenants set forth in Section 5.09.
Indemnification of the Stockholders. Subject to the terms and conditions of this ARTICLE 7, Parent agrees to indemnify, defend and hold harmless, for the period of two (2) years beginning on the Effective Date, the stockholders of the Company and the Stockholders' Representative, from and against all Damages resulting to, imposed upon or incurred by the stockholders of the Company, directly or indirectly up to an amount of One Million Dollars ($1,000,000.00), by reason of or resulting from: (a) liabilities, obligations or claims of or against the stockholders of the Company (whether absolute, accrued, contingent or otherwise) relating in any way to the common stock, business, assets or liabilities of the Company or the employees of the Company (i.e., employees of the Company after the Effective Date), which liabilities, obligations or claims arose out of facts, circumstances or conditions occurring as a result of the actions contemplated by this Agreement or that take place after the Effective Date, but excluding liabilities, obligations or claims resulting from direct actions or failures to act on the part of employees or Agents of the stockholders of the Company or any of them; (b) investigations or proceedings by
Indemnification of the Stockholders. Platinum shall indemnify and hold harmless the Stockholders and FDT (prior to the closing) and their respective affiliates, partners, members, stockholders, directors, managers, officers, employees and representatives against all loss, liability, damage, diminution in value or expense (including reasonable fees and expenses of counsel) they may suffer, sustain or become subject to as a result of any breach of any representations, warranties, covenants or other agreements of Platinum, as applicable, contained in this agreement, or any misrepresentation by Platinum, or any claim by a third party that, without regard to the merits of the claim, would constitute such a breach or misrepresentation.
