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. (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:
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:
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 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:
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:
Parent Indemnification. Parent shall indemnify the Executive and Xxxxxxx LLC from and against all damages, costs, fees and expenses ("Losses"), arising out of, or related to the following:
Parent Indemnification. Subject to the limitations set forth in this Section 8, the Parent will indemnify and hold harmless the Company Stockholders (hereinafter referred to individually as a "COMPANY INDEMNIFIED PERSON" and collectively as "COMPANY INDEMNIFIED PERSONS") from and against any and all Damages arising out of any misrepresentation or breach of or default in connection with any of the representations, warranties, covenants and agreements given or made by Parent or Merger Sub in this Agreement or any exhibit or schedule to this Agreement. Notwithstanding the foregoing, in no event shall the liability of the Parent exceed the sum of the Preferred Stock Merger Consideration; provided, however, that there shall be no limit on the liability of the Parent in the event of fraud or intentional breach or misrepresentation. Nothing herein shall limit the liability of Parent for any breach of any representation, warranty or covenant if the Merger does not close.
Parent Indemnification. Parent ("Parent Indemnifying Party") agrees to defend, indemnify and save and hold harmless each of the Shareholders (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 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; 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.
