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 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. (a) Subject to the limitations set forth in this Article VIII, the holders of the Company Shares jointly and severally 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) (“Parent 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), (ii) any breach of any agreement or covenant required by this Agreement to be performed by Company, (iii) all taxes of Company relating to any Pre-Closing Period (calculated in the manner set forth in Section 8.8 (Straddle Period)), (iv) the amount of all Transaction Expenses in excess of the amount of Transaction Expenses contained on the final Schedule 2.1.3 approved in writing by Parent and Company before Closing and (v) Parent or Surviving Corporation providing indemnification under Section 6.8 hereunder to any Indemnified Party to the extent such indemnification relates to an act or omission by the Indemnified Party that gives rise to a Parent Indemnifiable Amount under (i) or (ii) above; in each case of (i) and (ii) above, without giving effect to any “materiality” limitations or references to “Company Material Adverse Effect” or “material adverse effect” set forth therein. Any payment to Parent in accordance with this Article VIII will be treated for tax purposes as an adjustment to the consideration for the Company Shares.
Indemnification Relating to Agreement. (a) Except with respect to Taxes (which are governed solely and exclusively by Section 7.8(f)) and subject to the limitations set forth in this Article IX, each of the Indemnifying Holders, severally and not jointly, will defend, indemnify, and hold Parent and CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. 81 Surviving Corporation and their respective directors, officers, employees, agents, representatives, successors and assigns (collectively, the “Parent Indemnified Parties”) harmless from and against, and reimburse any Parent Indemnified Party with respect to, any and all losses, damages (excluding any consequential, special or punitive damages, but not excluding any such damages to the extent they are Third Party Claims), liabilities, claims, judgments, settlements, fines, costs, and expenses (including reasonable attorneys’ fees) of every nature whatsoever (“Parent Indemnifiable Amounts”) incurred by such Parent Indemnified Party by reason of or arising out of or in connection with any of the following:
Indemnification Relating to Agreement. Subject to Sections 8.5 and 8.6, Ten Million Dollars ($10,000,000) of the Escrow Amount shall be available from and after the Closing to defend, indemnify, and hold Parent and Surviving Corporation harmless from and against, and to 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 by Company of any representation or warranty of Company contained in this Agreement or in any certificate or other document delivered to Parent pursuant to the provisions of this Agreement (in each case as modified by the Company Disclosure Schedule as of the date hereof); (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 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”), and, except for (x) taxes attributable to, resulting from or arising out of the Merger, (y) taxes that are disclosed on the Company Disclosure Schedule, and (z) taxes reflected in Financial Statements prepared in accordance with its past practices; and (iv) any Working Capital Deficit Adjustment, in each case of (i) and (ii) above, without giving effect to any “materiality” limitations or references to “material adverse effect” therein. Five Million Dollars ($5,000,000) of the Escrow Amount shall be available from and after the Closing to defend, indemnify, and hold Parent and Surviving Corporation harmless from and against, and to 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) (“Special Escrow Indemnifiable Amounts”) of every nature whatsoever incurred by Parent and Surviving Corporation by reason of or arising out of or in connection with those matters described in Schedule 8.1. Notwithstanding the foregoing, the Indemnifiable Amounts and the Special Escrow Indemnifiable Amounts shall be net of the amount of any insurance proceeds from policies held by C...
Indemnification Relating to Agreement. 17 8.3 PROCEDURES.......................................................17 ARTICLE 9 MISCELLANEOUS......................................................17
Indemnification Relating to Agreement. (a) Each of the Shareholders (collectively, the “Indemnifying Parties”), as an integral term of the Transaction, hereby agree jointly and severally to defend, indemnify and hold Tarantella and its officers, directors, employees, agents and other affiliates (including without limitation, the Company) (the “Indemnified Parties”) harmless from and against, and to reimburse Tarantella with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys’ fees and accounting expenses), subject to Section 4.2(b) (“Losses”), of every nature whatsoever incurred by any Indemnified Party (which Losses will be deemed to include any of the foregoing suffered or incurred by the Company) by reason of or arising out of or in connection with:
Indemnification Relating to Agreement. (a) Subject to Sections 8.4 and 8.6, the Stockholders, jointly and severally, 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 8.4 (“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:
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. 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.
