Parent Indemnification. (a) From and after the consummation of the Merger, subject to the terms and limitations of this ARTICLE VIII, Parent shall indemnify and hold harmless the Seller Indemnifying Parties and their respective directors, officers and other employees (each, an “Seller Indemnified Party” and collectively, the “Seller Indemnified Parties”), from and against all Losses paid, incurred, suffered or sustained by the Seller Indemnified Parties, or any of them (regardless of whether or not such Losses relate to any third party claims), resulting from or arising out of any of the following:
(i) any breach of or inaccuracy in, as of the date hereof or as of the Closing, a representation or warranty of Parent or Merger Sub set forth in this Agreement; provided, however, that in the event of any such breach or inaccuracy, for purposes of determining the amount of any Loss relating thereto no effect will be given to any qualifications based on the word “material” or similar phrases (including “Company Material Adverse Effect”) contained therein (it being agreed and understood however that such qualifications will continue to apply, as applicable, to the determination of whether a breach or inaccuracy of representation or warranty has occurred);
(ii) any failure by Parent or Merger Sub to perform or comply with any of its covenants or agreements set forth in this Agreement; and
(iii) Fraud on the part of Parent or its Affiliates in connection with this Agreement or the Transactions.
(b) Subject to Section 8.2(c), payments made to a Seller Indemnified Party pursuant to any indemnification obligations under this ARTICLE VIII shall be paid in cash by wire transfer to the Escrow Agent of immediately available funds and the Escrow Agent shall distribute such funds to the Seller Indemnified Parties in accordance with their Pro Rata Portion as calculated by the Stockholder Representative and provided in writing to the Escrow Agent (it being understood that Parent shall assist the Stockholder Representative in such distribution if the Escrow Agent is unwilling or unable to make such distribution).
(c) Any payments made to a Seller Indemnified Party pursuant to any indemnification obligations under this ARTICLE VIII will be treated as adjustments to the Total Consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Legal Requirements. In the event that the result of such payments in cash could reasonabl...
Parent Indemnification. Effective at and after the Effective Time, Parent hereby indemnifies the Equityholders, their Affiliates and their respective successors and assignees (collectively, the “Equityholder Indemnified Parties”) against and agrees to hold each of them harmless from any and all Losses incurred or suffered by the Equityholder Indemnified Party arising out of (i) any misrepresentation or breach of warranty made by the Parent or Merger Sub pursuant to this Agreement or in any certificate or other writing delivered pursuant hereto or (ii) any breach of covenant or agreement to be performed by the Company pursuant to this Agreement or in any certificate or other writing delivered pursuant hereto or thereto; provided, that Parent’s maximum aggregate liability shall not exceed the General Escrow Amount; and provided further, that the Equityholder Indemnified Parties can only execute any claim pursuant to this Section 10.02(b) against Parent through the Equityholder Representative.
Parent Indemnification. Parent shall indemnify, defend and hold harmless CoalCo and its Affiliates from and against any Losses suffered or incurred by CoalCo or any of its Affiliates arising out of or relating to any breach of applicable Law or the willful misconduct or gross negligence of Parent or its Affiliates related to this Agreement or the performance or non-performance of the Transition Services (including any performance or non-performance by any Third Party engaged by Parent or any of its Affiliates solely to the extent the Losses from performance or non-performance arise from any willful misconduct or gross negligence by Parent or such Affiliate under such Third Party agreement or arrangement).
Parent Indemnification. Except as otherwise provided in this Agreement, Parent shall indemnify, defend and hold harmless Cortigent and its directors, officers and employees, and their respective successors and assigns (collectively, the “Cortigent Indemnitees”), from and against any and all losses, claims, damages, liabilities and expenses (collectively, “Losses”) of the Cortigent Indemnitees solely or primarily relating to, arising out of or resulting the matters listed on Schedule 6.2 attached hereto.
Parent Indemnification. Subject to the other provisions of this Section 10, from and after the Effective Time, Parent shall indemnify and hold harmless each Seller and each of their respective Affiliates, officers, directors, agents and employees and each of their heirs, executors, successors and assigns of any of the foregoing (collectively, the “Target Indemnified Person”) from and against any and all Indemnifiable Losses arising out of:
(a) any breach of any representation or warranty made by Parent or Merger Sub in this Agreement; or
(b) any breach of, or failure to timely perform, any of the covenants or agreements made by Parent or Merger Sub in this Agreement.
Parent Indemnification. Subject to the terms and conditions of this Article VII (including, without limitation, the limitations set forth in Section 7.4), Parent and the Surviving Corporation and their respective representatives, successors and permitted assigns (the “Parent Indemnitees ”) shall have the right to recover from the Escrow Agent out of the Escrow Fund, any and all Losses asserted against, resulting to, imposed upon, or incurred by any Parent Indemnitee by reason of, arising out of or resulting from:
(i) the inaccuracy or breach of any representation or warranty of the Company contained in Article II of this Agreement, or any certificate delivered by the Company to Parent pursuant to this Agreement in connection with the Closing;
(ii) the non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement; and
(iii) the settlement of any claim made by a Dissenter for an appraisal of the value of such Dissenting Shares pursuant to, and in accordance with, the provisions of the DGCL; provided, however, that in no event shall Parent be entitled to recover Losses for Dissenter claims from more than five percent (5%) of the shares of any class of securities of the Company outstanding immediately prior to the Effective Time and provided further that Parent shall be entitled to recover Losses only to the extent the appraisal of the value of the Dissenting Shares exceeds the Parent Common Stock Per Share Issue Price.
Parent Indemnification. Subject to the other provisions of this Section 6.6, the Pre-Merger Parent Controlling Shareholders agree to indemnify the Company and each of the officers, agents, and directors of the Company and the Pre-Merger Company Shareholders as of the date of this Agreement against any Loss to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article IV of this Agreement. Notwithstanding the forgoing, in no event shall each Pre-Merger Parent Controlling Shareholder’s total liability for Losses pursuant to this Section 6.6 exceed (and shall be capped at) the number of shares of Parent Ordinary Shares listed below, representing one half (1/2) of the total amount of Parent Ordinary Shares held by such shareholder on the Closing Date (subject to any reverse split or other recapitalization event, including in connection with the Domestication) (the “Indemnification Shares” ). For purposes of valuing the Indemnification Shares for purposes of this Section 6.6, the Indemnification Shares shall be deemed to have a price per share equal to the purchase price of Parent Common Stock in the Private Placement. For the avoidance of doubt, the obligations of the Pre-Merger Parent Controlling Shareholders pursuant to this Section 6.6 will be satisfied solely with the Indemnification Shares and under no circumstances will the Pre-Merger Parent Controlling Shareholders be obligated to satisfy their obligations under this Section 6.6 with cash or any other assets other than the Indemnification Shares. Nautilus Global Partners, LLC 390,625 Skyline Investors, LLC 1,245,960 Dayspring Capital, LLC 138,440 The Pre-Merger Parent Controlling Shareholders shall not be obligated to pay for any Losses under this Section 6.6 until the amount of all such Losses exceeds, in the aggregate, $25,000, in which case the Pre-Merger Parent Controlling Shareholders shall be liable for all such Losses up to each Pre-Merger Parent Controlling Shareholders’ Indemnification Shares. In satisfying its indemnification obligations under this Section 6.6, each Pre-Merger Parent Controlling Shareholder shall surrender to the Company for cancellation that number of Indemnification Shares equal to such Pre-Merger Parent Controlling Shareholder’s pro rata portion of the dollar amount of the Loss (calculated by utilizing each such Pre-Merger Parent Controlling Shareholder’s percentage ownership of the total amount of Indemnification Shares) divi...
Parent Indemnification. Parent ("PARENT INDEMNIFYING PARTY") agrees to defend, indemnify and save and hold harmless each of the Shareholders and their general partners, limited partners, officers, directors agents and employees and the Principals (the "SHAREHOLDERS INDEMNIFIED PARTY") from and against any and all losses, costs, expenses, liabilities, claims or damages (including, without limitation, reasonable fees and disbursements of counsel) (collectively, "CLAIMS"), net of any recoveries by the Founding Shareholder Indemnified Party under existing insurance policies or indemnities from third parties, arising out of or resulting from: (i) any breach of any representation, warranty, covenant or agreement made by Parent or Sub in this Agreement or in any instrument delivered on the Closing Date by Parent; (ii) any legal, administrative or other proceedings brought by a third party arising out of the transactions contemplated by this Agreement other than such proceedings attributable to the gross negligence or willful misconduct of the Shareholders Indemnified Party; or (iii) any actual or threatened claim, suit, action or proceeding arising out of or resulting from the conduct by Parent or Sub of its business or operations, or Parent's or Sub's occupancy or use of its properties or assets, prior to the Closing Date.
Parent Indemnification. Parent Affiliates herewith indemnify Sub and hold it harmless from (i) any Parent Income Tax Liability; and (ii) any liability for fees, costs and expenses (including but not limited to reasonable attorneys fees) arising out of or incident to any proceeding before any taxing authority or any judicial authority with respect to any amount indemnifiable under clause (i) of this section 2.05.
Parent Indemnification. Subject to the provisions of this Article VIII, from and after the Effective Time, Parent and the Surviving Corporation and their respective Affiliates, officers, directors, stockholders, representatives and agents (collectively, the “Parent Indemnitees”) shall be indemnified and held harmless by each Equityholder, who shall be liable severally (pro rata) and not jointly, from and against and in respect of any and all Losses incurred by, resulting from, arising out of, relating to, imposed upon or incurred by Parent or the Surviving Corporation or any other Parent Indemnitee by reason of:
(i) any inaccuracy in or breach of any representation or warranty of the Company contained in this Agreement or in any agreement, certificate or other instrument delivered by the Company pursuant to this Agreement;
(ii) any breach or non-performance by the Company of any of its covenants or agreements contained in this Agreement or in any agreement, certificate or other instrument delivered by the Company pursuant to this Agreement;
(iii) the amount of Company Transaction Expenses in excess of the amount of Company Transaction Expenses set forth on the Company Transaction Expenses Notice; and
(iv) the matter described in Section 3.9(i) of the Disclosure Schedule.
