Indemnity by Parent. Following the Spin-Off, Parent will indemnify and hold harmless Xxxxxxxx Beach Holding, its Subsidiaries and each of their respective officers, directors, employees, agents and representatives and each of the successors and assigns of any of the foregoing (“Xxxxxxxx Beach Holding Indemnified Parties”) from and against and will promptly defend such parties from and reimburse such parties for any and all losses, damages, costs, expenses, Liabilities, obligations and claims of any kind, including reasonable attorneys’ fees and other costs and expenses (“Damages”), which such parties may directly or indirectly at any time suffer or incur or become subject to, as a result of or in connection with (a) any breach by Parent of any representation or warranty in this Agreement, (b) the failure by Parent to perform any covenant to be performed by it or its Subsidiaries under this Agreement in whole or in part after the Spin-Off Date, (c) the conduct of any business of Parent or its Subsidiaries other than Xxxxxxxx Beach Holding’s business prior to, on or after the Spin-Off, including any indemnity or Liability thereof or any amount due or to become due in respect of the foregoing, and (d) any obligations or Liabilities under the Parent Benefit Plans, including the Parent Pension Plan.
Indemnity by Parent. Following the Spin-Off, Parent will indemnify and hold harmless HY, its Subsidiaries and each of their respective officers, directors, employees, agents and representatives and each of the successors and assigns of any of the foregoing (“HY Indemnified Parties”) from and against and will promptly defend such parties from and reimburse such parties for any and all losses, damages, costs, expenses, Liabilities, obligations and claims of any kind, including reasonable attorneys’ fees and other costs and expenses, (“Damages”) which such parties may directly or indirectly at any time suffer or incur or become subject to, as a result of or in connection with (a) any breach by Parent of any representation or warranty in this Agreement, (b) the failure by Parent to perform any covenant to be performed by it or its Subsidiaries under this Agreement in whole or in part after the Spin-Off Date, (c) the conduct of any business of Parent or its Subsidiaries other than HY’s business, including any indemnity or Liability thereof or any amount due or to become due in respect of the foregoing, and (d) any Parent Pension Plan Obligation or any obligations or Liabilities under the Parent Benefit Plans.
Indemnity by Parent. From and after the Distribution, Parent shall be liable for, and shall indemnify, save and hold harmless Spinco from, the following Taxes, whether incurred directly by Spinco or indirectly through a member of the Spinco Tax Group, without duplication:
Indemnity by Parent. Following the Closing, Parent will indemnify and hold PRIVCO, its Subsidiaries and each of their respective officers, directors, employees, agents and representatives and each of the successors and assigns of any of the foregoing harmless from and against and will promptly defend such parties from and reimburse such parties for any and all losses, damages, costs, expenses, Liabilities, obligations and claims of any kind, including reasonable attorneys’ fees and other costs and expenses, but excluding Taxes, which are covered by Article III (“Damages”) which such parties may directly or indirectly at any time suffer or incur or become subject to, as a result of or in connection with (a) any breach by Parent of any representation in this Agreement, (b) the failure by Parent to perform any covenant to be performed by it or its Subsidiaries under this Agreement in whole or in part after the Spin-Off Date, (c) the conduct of any business of Parent or its Subsidiaries other than PRIVCO’s business, including any indemnity or Liability thereof or any amount due or to become due in respect of the foregoing, and (d) any Pension Plan Obligation or any Other Parent Plan Obligations.
Indemnity by Parent. Parent shall, to the fullest extent permitted by applicable law, indemnify, defend (with counsel reasonably acceptable to Manager) and hold harmless Manager and its Affiliates, managers, members, certificate holders, partners, shareholders, directors, officers, employees and agents for, from and against any and all Liabilities arising as a direct result of Manager’s management of the Properties and performance of Manager’s duties under this Agreement, except to the extent arising as a result of: (a) any material breach by Manager of this Agreement or the terms of any Lease; (b) the failure of Manager or any of its Employees to comply with Legal Requirements; (c) the bad faith, gross negligence, intentional misconduct or fraud of Manager or any of its Employees in connection with the management and leasing of the Properties or (d) any Liabilities incurred by or asserted by Manager’s Employees that are solely related to their employment by Manager. The provisions of this Section 8.6 shall survive the expiration or termination of this Agreement.
Indemnity by Parent. Parent and the Purchaser hereby agree, jointly and severally, to indemnify, defend and hold harmless the Stockholder and its officers, directors, employees, affiliates and agents (including any successors to any of the foregoing) (collectively, the "STOCKHOLDER INDEMNITEES") from and against all Damages asserted against or incurred by the Stockholder Indemnitees by reason of or resulting from a breach of (i) any representation, warranty or covenant of the Parent or the Purchaser contained in the Merger Agreement or (ii) any representation, warranty or covenant of the Parent or the Purchaser contained in this Agreement. In the event Parent pays a Parent Termination Fee pursuant to Section 7.5(b) of the Merger Agreement, then the terms of Section 7.5(d) of the Merger Agreement shall be applicable to the Stockholder Indemnitees as if such Persons were the "receiving party" referred to in Section 7.5(d) of the Merger Agreement. Parent and Purchaser also agree, jointly and severally, to indemnify, reimburse and hold harmless the Stockholder Indemnitees from and against all Damages asserted against or incurred by the Stockholder Indemnitees, and for all payments made or required to be made by the Stockholder Indemnitees, in respect of any of the guarantees specified in Section 3.4(a)(i) of this Agreement (the "STOCKHOLDER OBLIGATIONS") to the extent such Damages or payments arise out of (i) the change in control of the Company due to the consummation of the Offer or the Merger or (ii) events occurring after a majority of the Company Board is comprised of Parent's Designees (the "BOARD CHANGE") (other than any Damages or payments that relate to a breach by the Company or any Stockholder Indemnitee of any of the terms and conditions of the Stockholder Obligations or any of the obligations to which such Stockholder Obligations relate that occurred prior to the Board Change).
Indemnity by Parent a. The parent hereby indemnifies the School, its employees, or any of its duly authorised representatives:
Indemnity by Parent. Parent shall indemnify and hold harmless the Company Shareholders from and against all Losses which the Company Shareholders may suffer, sustain, or become subject to by reason of or resulting from (i) any breach by the Parent or Merger Sub of any covenant or agreement set forth in the Merger Agreement or any instrument delivered pursuant to the Merger Agreement, or (ii) any inaccuracy in a representation or warranty of Merger Sub or Parent contained in the Merger Agreement or any other instrument delivered pursuant to the Merger Agreement (each as modified by the parent Disclosure Schedule).
Indemnity by Parent. (a) Subject to the limitations set forth in this Section 6, Parent will indemnify, defend and hold harmless the Sellers and the Sellers’ respective Affiliates, and the Representatives and Affiliates of each of the foregoing Persons (each, a “Seller Indemnified Person”), from, against and in respect of any and all Losses incurred or suffered by the Seller Indemnified Persons or any of them as a result of, arising out of or relating to, directly or indirectly:
Indemnity by Parent. Subject to the conditions and provisions of this Section 9, Parent shall indemnify, defend and hold harmless any Stockholder Indemnified Person from and against and in respect of all claims of Damages incurred by such Stockholder Indemnified Person, directly or indirectly, by reason of or resulting from any breach of any representation or warranty given or made by Parent or Merger Sub in this Agreement; provided, that for purposes of determining any Stockholder Indemnified Person’s right to indemnification hereunder, all qualifications in Section 3 relating to materiality and/or Material Adverse Effect shall be disregarded.
