Indemnification Relating to Agreement. Subject to Sections 9.3 and 9.5, as an integral term of the Merger, all stockholders of INT'X.xxx who accept the Parent Merger Shares and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointly, hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 ("INDEMNIFIABLE AMOUNTS"), of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by INT'X.xxx of any representation or warranty of INT'X.xxx contained in this Agreement or in any certificate or other document delivered to Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and (ii) the failure, partial or total, of INT'X.xxx or any Subsidiary to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any Subsidiary, and no stockholder of INT'X.xxx will be entitled to any indemnification from INT'X.xxx or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policies.
Indemnification Relating to Agreement. Subject to limitations set forth in this Article VIII, the Stockholders jointly and severally agree to defend, indemnify, and hold Purchaser harmless from and against, and reimburse Purchaser with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including reasonable attorneys’ fees) (“Indemnifiable Amounts”) of every nature whatsoever incurred by Purchaser by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Purchaser) that if true, would constitute a breach by Company or the Stockholders of any representation or warranty of Company or Stockholders contained in this Agreement or in any certificate or other document delivered to Purchaser pursuant to the provisions of this Agreement (collectively the “Transaction Documents”) (in each case as modified by the Company Disclosure Schedule, as of the date hereof), (ii) the failure, partial or total, of Company or the Stockholders to perform any agreement or covenant required by this Agreement to be performed by Company or the Stockholders, (iii) any tax liability of Company or asserted tax liability of Company relating to any period of time prior to and through the Closing Date (a “Pre-Closing Period”), (iv) any Working Capital Deficit Adjustment, (v) any liability under the Fair Labor Standards Act and rules of the Department of Labor, and any applicable state statutes or rules relating to wages and hours, (vi) liabilities incurred by Purchaser, or the Company, including expenses of defense, for the matters described in Schedule 8.1, (vi) liabilities incurred by Purchaser or Company in connection with the sale of Company, or its predecessor to Fidelity First Financial Corp., and the repurchase of Company, its assets, or its predecessor from such purchaser by the any of the Stockholders, (vii) any liability under the Telephone Consumer Protection Act, (viii) liabilities incurred by Purchaser or Company in connection with any Company Options or performance shares granted to Xxxxx Xxxxx and Xxx Xxxxxxx, (ix) liabilities incurred by Purchaser or Company related to any member of Company’s work force including independent contractors, in each case of (i) and (ii) above, without giving effect to any “materiality” limitations or references to “material adverse effect” set forth therein. Subject to Section 8.6, Purchaser will retain a portion of the Holdback Amount with respect to any Ind...
Indemnification Relating to Agreement. Seller and Purchaser shall indemnify and hold harmless the other Party and such Party’s agents, beneficiaries, affiliates, representatives, successors and assigns (collectively, the “Indemnified Persons”) from and against any and all damages, losses, liabilities, taxes and costs and expenses (including, without limitation, attorneys’ fees and costs) (collectively, “Losses”) resulting directly or indirectly from (a) any inaccuracy, misrepresentation, or breach of any of the representations and warranties of such Party in this Agreement, or any actions, omissions or statements of fact inconsistent with, in any material respect, any such representation or warranty, as limited by the knowledge qualifier(s) applicable thereto, and (b) any failure by such Party to perform or comply with any agreement, covenant or obligation in this Agreement.
Indemnification Relating to Agreement. Subject to the limitations in Section 7.4, the Shareholder shall, defend, indemnify, and hold OnHealth harmless from and against, and reimburse OnHealth with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including attorneys' fees) ("INDEMNIFIABLE AMOUNTS") of every nature whatsoever incurred by OnHealth by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than OnHealth) that if true, would constitute a breach, by any of the Acquired Companies or the Shareholder of any representation or warranty of the Acquired Companies or the Shareholder contained in this Agreement or in any certificate delivered to OnHealth pursuant to the provisions of this Agreement, (ii) the failure, partial or total, of any of the Acquired Companies or the Shareholder to perform any agreement or covenant required by this Agreement to be performed by it or them, and (iii) any federal or state tax liability, or asserted liability of any of the Acquired Companies relating to operations prior to the Closing. There shall be no right of contribution from the Acquired Companies or any successors to the Acquired Companies.
Indemnification Relating to Agreement. Subject to the limitations set forth in this Article VIII, the holders of the Company Shares and Company Options jointly and severally (except as to those matters described in Section 8.5(b)(i) and (ii) below, as to which matters the indemnification obligations hereunder shall be several and not joint for any amounts in excess of the then-available Escrow Amount) will defend, indemnify, and hold Parent and Surviving Corporation harmless from and against, and reimburse Parent and Surviving Corporation with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including reasonable attorneys’ fees) (“Indemnifiable Amounts”) of every nature whatsoever incurred by Parent and Surviving Corporation by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that if true, would constitute a breach of any representation or warranty of Company in this Agreement (as modified by the Company Disclosure Schedule as of the date hereof) or in any certificate or other document delivered to Parent in accordance with this Agreement, (ii) the failure, partial or total, of Company to perform any agreement or covenant required by this Agreement to be performed by it, (iii) any Working Capital Deficit adjustment to the extent not paid in accordance with Section 2.3 and (iv) all taxes of Company relating to all taxable periods ended on or before the Closing Date and the portion of taxes of Company attributable to the portion of any Straddle Period beginning as of the first day of such Straddle Period and ending as of the end of the Closing Date (a “Pre-Closing Period”) (calculated in the manner set forth in Section 8.3(c) (Straddle Period)), other than taxes on income recognized or accrued by Company after January 2009 in respect of obligations of Parent not paid in March 2009; in each case of (i) and (ii) above, without giving effect to any “materiality” limitations or references to “material adverse effect” set forth therein. The availability of the Escrow Amount to indemnify Parent will be determined without regard to any right to indemnification to which any holder of any interest in the Escrow Amount may have in his or her capacity as an officer, director, employee, agent, or any other capacity of Company and no such holder will be entitled to any indemnification from Company or Surviving Corporation for amounts paid hereunder. Any payment to Pare...
Indemnification Relating to Agreement. To the extent and in the manner set forth in the Escrow Agreement and this Article 10, Target agrees, and by approval of this Agreement and the Merger at the special shareholders' meeting of Target (or by unanimous written consent in lieu of a meeting), the shareholders of Target agree to defend, indemnify and hold Jreck harmless from and against, and to reimburse Jreck with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, costs and expenses (including reasonable attorneys' fees) of every nature which separately or in the aggregate exceed $25,000, and incurred by Jreck by reason of or arising out of or in connection with (i) any material breach by Target of any representation or warranty of Target contained in this Agreement or in any certificate or other document delivered to Jreck pursuant to the provisions of this Agreement, including, without limitation, the Disclosure Statement of Target, or (ii) the failure, partial or total, of Target to perform any agreement or covenant required by this Agreement to be performed by it, and that up to 75,000 shares of Jreck Common deposited in escrow pursuant to Section 2.4 of this Agreement shall be used to secure and pay the above described indemnity obligation as set forth in the Escrow Agreement.
Indemnification Relating to Agreement. The Shareholder agrees to defend, indemnify, and hold each Purchaser harmless from and against, and to reimburse each Purchaser with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including attorneys' fees) ("Indemnifiable Amounts") of every nature whatsoever incurred by the Purchaser by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than the Purchasers) that if true, would constitute a breach, by the Company or the Shareholder of any representation or warranty of the Company or the Shareholder contained in this Agreement or in any certificate or other document
Indemnification Relating to Agreement. Concord and Merger Sub (which will include the Surviving Corporation), jointly and severally, hereby agree to defend, indemnify and hold the Stockholders harmless from and against, and to reimburse the Stockholders with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees) ("Stockholder Indemnifiable Amounts"), of every nature whatsoever incurred by the Stockholders by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than the Stockholders) that constitutes a breach, by Concord or Merger Sub of any representation or warranty of Concord or Merger Sub contained in this Agreement or in any certificate or other document prepared by or on behalf of Concord or Merger and delivered to the Stockholders pursuant to this Agreement, other than any breach or related claim taken or not taken at the written direction of or after consultation with and written concurrence of the Stockholders, or (ii) the failure, partial or total, of Concord or Merger Sub to perform any agreement or covenant required by this Agreement or in any agreement delivered pursuant hereto to be performed by it or them other than any breach or related claim taken or not taken at the written direction of or after consultation with and written concurrence of the Stockholders. Any Person seeking indemnification hereunder must provide all cooperation, including access to books, records, documents and personnel, reasonably requested by Concord and Merger Sub.
Indemnification Relating to Agreement. 17 8.3 PROCEDURES.......................................................17 ARTICLE 9 MISCELLANEOUS......................................................17
Indemnification Relating to Agreement. 5.1.1. XXXXXXX GROUP hereby agrees to defend, indemnify, and hold CHRYSALIS harmless from and against, and to reimburse CHRYSALIS with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including attorneys' fees) ("Indemnifiable Amounts") of every nature whatsoever incurred by CHRYSALIS by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than CHRYSALIS) that would, if true, constitute a breach by XXXXXXX GROUP of any representation, warranty, or covenant of XXXXXXX GROUP contained in this Agreement or in any agreement, certificate or other document delivered to CHRYSALIS pursuant to the provisions of this Agreement, and (ii) the failure, partial or total, of XXXXXXX GROUP to perform any agreement or covenant required by this Agreement.
5.1.2. CHRYSALIS agrees to defend, indemnify, and hold XXXXXXX GROUP harmless from and against, and to reimburse XXXXXXX GROUP with respect to, any and all Indemnifiable Amounts of every nature whatsoever incurred by XXXXXXX GROUP by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than XXXXXXX GROUP) that would, if true, constitute a breach by CHRYSALIS of any representation, warranty, or covenant of CHRYSALIS contained in this Agreement (including, but not limited to, CHRYSALIS's obligations with respect to the Assumed Contracts) or in any agreement, certificate or other document delivered to XXXXXXX GROUP pursuant to the provisions of this Agreement, and (ii) the failure, partial or total, of CHRYSALIS to perform any agreement or covenant required by this Agreement.
