Common use of Indemnified Damages Clause in Contracts

Indemnified Damages. Subject to the limitations set forth in this Section 8, from and after the Effective Time, Acacia, Acacia's stockholders and Acacia's optionholders shall protect, defend, indemnify and hold harmless Rosetta and the Surviving Corporation and their respective affiliates, officers, directors, employees, representatives and agents (Rosetta, Surviving Corporation and each of the foregoing persons or entities is hereinafter referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "DAMAGES"), that any of the Indemnified Persons incurs or reasonably anticipates incurring by reason of or in connection with (i) any claim, demand, action or cause of action alleging misrepresentation, breach of, inaccuracy or default in connection with, any of the representations, warranties, covenants or agreements of Acacia contained in this Agreement, including any exhibits or schedules attached hereto, and the Certificate of Merger, which becomes known to Rosetta during the Escrow Period, (ii) any amounts payable to any member of the Executive Management Team as severance payments pursuant to the Executive Employment Agreements with Rosetta if such person has become employed by, or engaged as a consultant to, another entity prior to receipt of any such severance payment or (iii) the amount, if any, by which the Final Accounts Payable Balance exceeds Five Hundred Thousand Dollars ($500,000). Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Rosetta or the Surviving Corporation.

Indemnified Damages. Subject to the limitations set forth in ------------------- this Section 86, from and after the Effective Time, Acacia, Acacia's the former stockholders and Acacia's optionholders of Target shall protect, defend, indemnify and hold harmless Rosetta Acquiror and the Surviving Corporation and their respective affiliates, officers, directors, employees, representatives and agents (RosettaAcquiror, Surviving Corporation and each of the foregoing persons or entities is hereinafter referred to individually as an "INDEMNIFIED PERSONIndemnified Person" and collectively as "INDEMNIFIED PERSONSIndemnified Persons") from and ------------------ ------------------- against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "DAMAGESDamages"), that any ------- of the Indemnified Persons incurs or reasonably anticipates incurring by reason of or in connection with (i) any claim, demand, action or cause of action alleging misrepresentation, breach of, inaccuracy or default in connection with, any of the representations, warranties, covenants or agreements of Acacia Target contained in this Agreement, including any exhibits or schedules attached hereto, and the Certificate of Merger, which becomes known to Rosetta during Acquiror including, without limitation, (i) any operating expenses of Target or any Subsidiary prior to the Escrow Period, Closing Date that were not included in the determination of the Total Consideration pursuant to Exhibit D and (ii) any amounts payable unscheduled obligations required to any member of the Executive Management Team as severance payments be paid by Target to SHC Direct, LLC pursuant to Section 2 of that certain SHC Venture LLC Membership Interest Purchase Agreement dated the Executive Employment Agreements with Rosetta if such person has become employed by, or engaged as a consultant to, another entity prior to receipt of any such severance payment or (iii) the amount, if any, by which the Final Accounts Payable Balance exceeds Five Hundred Thousand Dollars ($500,000)date hereof. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Rosetta Acquiror or the Surviving Corporation.

Indemnified Damages. Subject to the limitations set forth in this ------------------- Section 86, from and after the Effective Time, Acacia, Acacia's the former stockholders and Acacia's optionholders of Target listed on Schedule 6.3(a) (the "Indemnifying Stockholders") shall protect, ------------------------- defend, indemnify and hold harmless Rosetta Acquiror and the Surviving Corporation and their respective affiliates, officers, directors, employees, representatives and agents (RosettaAcquiror, Surviving Corporation and each of the foregoing persons or entities is hereinafter referred to individually as an "INDEMNIFIED PERSONIndemnified Person" and ------------------ collectively as "INDEMNIFIED PERSONSIndemnified Persons") from and against any and all losses, ------------------- costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "DAMAGESDamages"), (a) that any of the Indemnified ------- Persons incurs or reasonably anticipates incurring by reason of or in connection with (i) any claim, demand, action or cause of action alleging misrepresentation, breach of, inaccuracy or default in connection with, any of the representations, warranties, covenants or agreements of Acacia Target contained in this Agreement, including any exhibits or schedules attached hereto, and the Certificate of Merger, which becomes known to Rosetta during the Escrow Period, (ii) any amounts payable to any member of the Executive Management Team as severance payments pursuant Acquiror prior to the Executive Employment Agreements with Rosetta if such person has become employed byIndemnity Termination Date, or engaged (b) as a consultant toresult of any legal, another entity brokers or finders fees incurred by Target in connection with this transaction in excess of $50,000 in the aggregate, which became known to Acquiror prior to receipt of any such severance payment or (iii) the amount, if any, by which the Final Accounts Payable Balance exceeds Five Hundred Thousand Dollars ($500,000)Indemnity Termination Date. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Rosetta Acquiror or the Surviving Corporation.

Indemnified Damages. Subject to the limitations set forth in this ------------------- Section 8, from and after the Effective TimeClosing Date, Acacia, Acacia's stockholders Purchaser and Acacia's optionholders shall protect, defend, indemnify and hold harmless Rosetta and the Surviving Corporation Parent and their respective affiliates, officers, directors, employees, representatives and agents (Rosetta, Surviving Corporation and each of the foregoing persons or entities is hereinafter referred to individually as an "INDEMNIFIED PERSONIndemnified Person" and collectively as "INDEMNIFIED PERSONSIndemnified Persons") ------------------ ------------------- shall be entitled to be protected, defended, indemnified and held harmless from and against any and all losses, costs, damages, liabilities, fees (including without limitation reasonable attorneys' fees) and expenses (collectively, the "DAMAGESDamages"), that any of the Indemnified Persons incurs incurs, has been invoiced for or reasonably anticipates incurring by reason ------- has agreed to pay, in each case in respect of any of or in connection with (i) any claim, demand, action or cause of action alleging relating to, arising out of or connected with any actual or alleged misrepresentation, breach of, inaccuracy or default in connection with, any of the representations, warranties, covenants or agreements of Acacia the Limited Partnership, the General Partnership, the Limited Partners or the Stockholders contained in this AgreementAgreement or any of the other instruments, documents or agreements executed and/or delivered by any of the foregoing pursuant to this Agreement or the transactions contemplated hereby, including any exhibits or schedules attached heretohereto or thereto. Each of the Limited Partnership, the General Partner, the Limited Partners and the Certificate Stockholders acknowledge and agree to the establishment of Merger, which becomes known to Rosetta during the Escrow Period, (ii) any amounts payable to any member of the Executive Management Team as severance payments Fund pursuant to Section 8.2 to compensate the Executive Employment Agreements with Rosetta if such person has become employed by, or engaged as a consultant to, another entity prior to receipt of any such severance payment or (iii) the amount, if any, by which the Final Accounts Payable Balance exceeds Five Hundred Thousand Dollars ($500,000). Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Rosetta or the Surviving CorporationIndemnified Persons for all Damages.