Obligation of Parent to Indemnify. Subject to the limitations of Section 12.5 and the provisions of Section 12.7, Parent agrees to indemnify and hold the Shareholders harmless from and against all Losses asserted against, imposed upon or incurred by the Shareholders by reason of or resulting from a breach of any representation or warranty of Parent contained in Article 6 hereof.
Obligation of Parent to Indemnify. Subject to the limitations set forth in Section 8.6.3 hereof, Parent hereby agrees to indemnify the Stockholders against, and to protect, save and keep harmless the Stockholders from, and to pay on behalf of or reimburse the Stockholders as and when incurred for, any and all Losses that may be imposed on or incurred by either Stockholder as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article IV hereof or in any certificate delivered by MergerSub or Parent at the Closing; (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Stockholder which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties contained in Article IV hereof or in any certificate delivered by MergerSub or Parent at the Closing; or (c) any breach or failure by MergerSub or Parent to comply with, perform or discharge any obligation, agreement or covenant by MergerSub or Parent contained in this Agreement.
Obligation of Parent to Indemnify. Subject to the limitations contained in Section 8.5, from and after the Closing, Parent shall indemnify, defend and hold harmless the Company Holders, their Affiliates and their respective advisors, successors and assigns (collectively, the “Holders Indemnified Parties”) from and against all Losses based upon, arising from or relating to:
(a) any breach of any representation or warranty of Parent or Merger Sub contained in this Agreement;
(b) any breach of any covenant or agreement of Parent or Merger Sub contained in this Agreement; or
(c) enforcing the indemnification provided for in this Section 8.4.
Obligation of Parent to Indemnify. Parent shall indemnify, defend and hold harmless each of the Selling Stockholders from and against any losses, liabilities, damages or deficiencies (including interest, penalties and reasonable attorneys' fees and disbursements) ("Losses") arising out of or due to a breach of any representation, warranty, covenant or agreement of Parent contained in this Agreement or in any document or other papers delivered by Parent pursuant to this Agreement (determined for this purpose as if all references to knowledge and materiality are deleted).
Obligation of Parent to Indemnify. Prior to the Effective Time, Parent agrees to indemnify, defend and hold harmless the Primary Stockholder and the Company (and its directors, officers, employees, affiliates, stockholders, agents, attorneys, successors and assigns), and after the Effective Time, the Primary Stockholder only, from and against any Losses based upon, arising out of or otherwise in respect of any: (i) inaccuracy in any representation or warranty of Parent contained in this Agreement or (ii) breach by Parent of any covenant or agreement contained in this Agreement.
Obligation of Parent to Indemnify. Parent agrees to indemnify, defend and hold harmless Company and the holders of Parent Common Stock issuable under Section 1.07(i) of this Agreement, and each of their respective Affiliates, successors and assigns (collectively, the “CompanyIndemnified Persons”) from and against all Claims suffered or incurred by Company Indemnified Persons in any Action between a Company Indemnified Person and Parent, or between a Company Indemnified Person and any third party or otherwise, arising out of any breach of the representations, warranties, covenants and agreements of Parent or Merger Sub contained in this Agreement (as the same may be updated or corrected in accordance with in accordance with Section 5.13 of this Agreement).
Obligation of Parent to Indemnify. Section 9.5 Notice and Opportunity to Defend Section 9.6 Confidentiality
Obligation of Parent to Indemnify. Subject to the limitations contained in this Article IX, from and after the Closing, Parent shall indemnify, defend and hold harmless each Company Stockholder and its Representatives, successors and assigns (collectively, the “Company Stockholder Indemnified Parties”) from and against all Losses based upon or arising from:
(a) any breach of or inaccuracy in any representation or warranty of Parent contained in this Agreement or in the certificate delivered by Parent pursuant to Section 7.3(c), as of the date such representation or warranty was made or as if such representation or warranty were made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the breach of or inaccuracy in which will be determined with reference to such specified date);
(b) any breach of any covenant or agreement of Parent contained in this Agreement; or
(c) enforcing the indemnification provided for in this Section 9.2, but only if a court of competent jurisdiction determines in a final, nonappealable judgment that such Company Stockholder Indemnified Party is entitled to indemnification under Section 9.2(a) or Section 9.2(b), as applicable.
Obligation of Parent to Indemnify. 45 SECTION 9.4 NOTICE AND OPPORTUNITY TO DEFEND THIRD-PARTY CLAIMS... 46
Obligation of Parent to Indemnify. Subject to the --------------------------------- limitations set forth in Sections 9.1 and 9.5, the Stockholders of the Company ------------ --- (and their successors and assigns) shall be indemnified, defended and held harmless by Parent from and against all Losses suffered or incurred by such Stockholders arising out of any breach of the representations, warranties, covenants, agreements and certifications made at Closing of Parent contained in this Agreement or in the Schedules or any Transaction Document (provided, that -------- for any representation, warranty or covenant that is limited by materiality, knowledge, known (or similar terms), or material adverse change, a misrepresentation or breach of representation, warranty or covenant shall be determined as if "material," "materiality," "knowledge," "known" (or similar terms) or material adverse change were not included therein).
