Common use of Indemnification Provisions for Benefit of the Stockholders Clause in Contracts

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).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Roper Industries Inc /De/), Agreement and Plan of Merger (Roper Industries Inc /De/)

AutoNDA by SimpleDocs

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, thenand, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Stockholder Representatives Stockholders make a written claim for indemnification setting forth in reasonable detail the basis for such claim against the Parent or the Surviving Corporation Buyer pursuant to Section 8(g9(h) below within six (6) years following the Effective Datesuch survival period, then the Parent and the Surviving CorporationBuyer, 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 Stock Purchase Consideration) the Stockholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Stockholders may suffer which arise out of such breach or alleged breach after the end of any applicable survival period) resulting from, arising out of, or caused by the breach (or the alleged breach).. (d)

Appears in 1 contract

Samples: Stock Purchase Agreement (Roper Industries Inc /De/)

AutoNDA by SimpleDocs

Indemnification Provisions for Benefit of the Stockholders. (i) In the event the Parent or the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Parent or the Buyer has breached) any of their representations, warranties, and covenants contained in this Agreement, thenand, if there is an applicable survival period pursuant to (S) 8(a) above, provided that the Stockholder Representatives make a written claim for indemnification setting forth with specificity the basis for such claim against or the Parent or the Surviving Corporation Buyer pursuant to Section 8(g(S) 8(d) below is made within six (6) years following the Effective Datesuch survival period, then the Parent and the Surviving Corporation, jointly and severally, Buyer agree to defend, indemnify and hold harmless the Stockholders from and against the entirety of any Adverse Consequences Losses (up to but not in excess of the Merger ConsiderationPurchase Price) the Stockholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Losses the Company or 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).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Roper Industries Inc /De/)

Time is Money Join Law Insider Premium to draft better contracts faster.