Indemnification Provisions for Benefit of the Stockholders. In the event Parent or Buyer breaches (or in the event any third party alleges facts that, if true, would mean Parent or Buyer has breached) any of their representations, warranties, and covenants contained in this Agreement, then, provided that the Stockholder Representatives make a written claim for indemnification setting forth the basis for such claim against Parent or the Surviving Corporation pursuant to Section 8(g) below within six (6) years following the Effective Date, then Parent and the Surviving Corporation, jointly and severally, agree to defend, indemnify and hold harmless the Stockholders from and against the entirety of any Adverse Consequences (up to but not in excess of the Merger Consideration) the Stockholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Stockholders may suffer after the end of any applicable survival period) resulting from, arising out of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Stockholders. In the ---------------------------------------------------------- event the Parent breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to (S)8(a) above, provided that any of the Stockholders makes a written claim for indemnification against the Parent pursuant to (S)10(h) below within such survival period, then the Parent agrees to indemnify each of the Stockholders from and against the entirety of any Adverse Consequences the Stockholder may suffer through and after the date of the claim for indemnification (including any Adverse Consequences such Stockholder may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach.
Indemnification Provisions for Benefit of the Stockholders. In the event that PCNA or the Buyer breaches (or in the event any third party alleges facts that, if true, would mean that PCNA or the Buyer has breached) any of their representations, warranties, and covenants contained herein, and provided that either of the Stockholders makes a claim for indemnification against PCNA and the Buyer pursuant to Section 10(i) below, then PCNA and the Buyer agrees to indemnify each of the Stockholders from and against the entirety of any Adverse Consequences the Stockholders may suffer through and after the date of the claim for indemnification caused proximately by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Stockholders. In the event SAG or Sub breach any of their representations, warranties and covenants contained herein, and, if there is an applicable survival period pursuant to ss.9.1 above, provided that the Stockholders make a written claim for indemnification against SAG or Sub pursuant to ss.9.4 below within such survival period, then SAG and Sub agree to indemnify the Stockholders from and against the entirety of any Adverse Consequences the Stockholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Stockholders may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Stockholders. (i) In the event the Buyer breaches any of its representations, warranties, and covenants contained in the Purchase Agreement and in this Agreement, and, if there is an applicable survival period pursuant to §9(a) above, provided that any of the Stockholders makes a written claim for indemnification against the Buyer pursuant to §12(g) below within such survival period, then the Buyer agrees to indemnify each of the Stockholders from and against the entirety of any Adverse Consequences the Stockholder may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Stockholder may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach.
Indemnification Provisions for Benefit of the Stockholders. In the event Buyer breaches any of its representations, warranties, and covenants contained herein, and provided that any of the Stockholders makes a written claim for indemnification against Buyer pursuant to Section 11.8 below within the applicable survival period, then Buyer agrees to indemnify each of the Stockholders from and against the entirety of any Adverse Consequences the Stockholder may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Stockholder may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach.
Indemnification Provisions for Benefit of the Stockholders. In the event the Buyer breaches any of its representations, warranties, and covenants contained herein or erroneously exercises its right of set-off pursuant to Section 8(e)(ii), and, if there is an applicable survival period pursuant to Section 8(a), provided that the breach occurs and that the Representative makes a written claim for indemnification against the Buyer within the applicable survival period stated in Section 8(a), then the Buyer shall indemnify, defend and hold harmless the Stockholders from and against the entirety of any Adverse Consequences the Stockholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Stockholders may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach or erroneous exercise of the right of set-off; provided, however, that the Buyer shall not be liable for indemnification in excess of an aggregate, cumulative maximum equal to 25% of the Purchase Price plus any Performance Payments made hereunder, provided, however, that the foregoing limitation shall not apply to any liability of the Buyer for breaches of the Buyer's covenants regarding payment of the Consideration, the covenants set forth in Section 6(f) and (g), or the covenants in Section 9 relating to tax matters, or for any erroneous exercise of its set-off rights.
Indemnification Provisions for Benefit of the Stockholders. In the event that the Merger closes and the Parent or Merger Subsidiary misrepresents or breaches any of its representations, warranties (as of the Closing Date) or covenants contained in this Agreement or in the certificates delivered pursuant to Section 3.2(e) hereof and the Stockholder Representative makes a written claim for indemnification against the Parent within the applicable Survival Period, then the stockholders and Optionholders of Holdings immediately prior to the Effective Time (the “Company Indemnitees”) shall be entitled to recover from the Parent all actual Losses that the Company Indemnitees may suffer through and after the date of the claim of indemnification resulting from, arising out of, or relating to such misrepresentation or breach; provided that the Company Indemnitees shall not be entitled to indemnification until such time as their aggregate Losses exceed $500,000, at which point the Company Indemnitees shall be indemnified for all Losses up to the extent of the value of the Escrow Fund. The parties hereto agree that (i) the foregoing is a negotiated limitation on the stockholders and Optionholders of Holdings’ remedies for any and all damages other than actual fraud, (ii) absent fraud of the Parent or the Merger Subsidiary, the Parent shall have no liability to the stockholders and Optionholders of Holdings for any Losses of any kind or nature in excess of the value of the Escrow Fund, and (iii) this limitation is a material inducement to the Parent and the Merger Subsidiary to enter into this Agreement.
Indemnification Provisions for Benefit of the Stockholders. Parent shall indemnify, defend and hold harmless the Stockholders and their Affiliates from and against all Damages resulting from or arising out of any breach by Parent, Sub or the Surviving Corporation (after the Effective Time) of any of the representations, warranties or covenants surviving the Effective Time pursuant to Section 7.1 or any of the Perpetual Provisions.
Indemnification Provisions for Benefit of the Stockholders. In the event Parent or Buyer breaches (or in the event any third party alleges facts that, if true, would mean Parent or Buyer has breached) any of their representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to (S) 8(a) above or in the event of any third party claim relating to the operation of the business after the Closing, provided that the Stockholders makes a written claim for indemnification setting forth with specificity the basis for such claim against Parent or Buyer pursuant to (S) 9(g) below within such survival period, then Parent and Buyer jointly and severally agree to indemnify the Stockholders from and against the entirety of any Adverse Consequences (up to but not in excess of the Merger Consideration) the Stockholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Stockholders may suffer after the end of any applicable survival period) resulting from, arising out of, or caused by the breach (or the alleged breach).
