Indemnity by Stockholder. Stockholder hereby agrees to indemnify, defend and hold harmless Parent, Purchaser and, if the transactions contemplated hereby are consummated, the Company, and their respective officers, directors, employees, affiliates and agents (including any successors to any of the foregoing) (the "Parent Indemnitees") from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys' fees and expenses (collectively, "Damages"), asserted against or incurred by Parent or Purchaser (and if the transactions contemplated hereby are consummated, the Company) by reason of or resulting from a breach of (i) any representation, warranty or covenant of the Company contained in the Merger Agreement (excluding the representations and warranties contained in Section 3.7, Section 3.10, Sections 3.12 through 3.17 and Sections 3.20 through 3.22 of the Merger Agreement) or (ii) any representation, warranty or covenant of the Stockholder contained in this Agreement, provided, however, that Section 5.1(a)(i) and (ii) shall be read as though all of the representations, warranties and covenants contained in the Merger Agreement or in this Agreement contain no Material Adverse Effect or materiality qualifications. Stockholder further agrees to indemnify, defend and hold harmless the Parent Indemnitees from and against all Damages asserted against or incurred by the Parent Indemnitees by reason of or resulting from any claim by a holder of Options (other than Dick Miles) who is not identified as an employee of the Companx xx xxx Xubsidiaries on Section 3.3 of the Company Disclosure Letter pursuant to the Options listed on Section 3.3 of the Company Disclosure Letter as a result of the consummation of the transactions contemplated by the Merger Agreement and the termination of the Options as of the Effective Time, other than the Purchaser's obligation to pay the holders of Options an amount in cash equal to the Option Consideration.
Indemnity by Stockholder. Subject to the other terms and conditions of this Article 8, following the Closing, the Stockholder will indemnify and defend Acquirer and its Affiliates, the Surviving Corporation and each of their directors, officers, employees and agents (each, an “Acquirer Indemnified Person”), and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Acquirer Indemnified Person based on, arising out of, or with respect to or by reason of:
Indemnity by Stockholder. 13.3.1. Stockholder hereby agrees to indemnify and hold harmless Buyer, the Company and Related Companies (the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs and expenses, including reasonable attorney's fees (reduced by the amount of any tax benefit to the Buyer, the Company or any Related Company, as the case may be, resulting from any such claim, liability, damage, loss, cost or expense) (collectively "Obligations and Liabilities") resulting from any misrepresentation or breach of any representations or warranties made by the Company, a Related Company and/or Stockholder in this Agreement or in any document or certificate delivered by them pursuant to this Agreement, or any breach or default in the performance by them of any of the covenants or other obligations which they are to perform or observe hereunder. Notwithstanding anything to the contrary contained herein, there shall be no liability for indemnification from the Stockholder (i) for any breach of, or failure to comply with, any representation, warranty, covenant or agreement contained herein if such breach or failure to comply has been waived in writing by Buyer on or prior to the Closing Date or (ii) any of the Specified Environmental Matters referred to in Schedule 13.3.9 hereof, irrespective of the actual amount of Obligations and Liabilities that may be related thereto.
Indemnity by Stockholder. Stockholder hereby indemnifies Delaware inTEST against and holds Delaware inTEST harmless of and from any and all demands, claims, losses, expenses, damages, deficiencies and liabilities (including reasonable attorneys' fees and other costs and expenses of any suit, action or proceeding) resulting at any time after the date of this Agreement by reason of any misrepresentation, breach of warranty or non-fulfillment of any covenant or agreement on the part of Stockholder contained in this Agreement.
Indemnity by Stockholder. 5.1 Indemnity: Whenever, in respect of any Stock, in consequence of:
