Parent Indemnified Parties. Subject to the provisions of Sections 8.1 and 8.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Company and any of their assignees (including lenders) and all of their respective officers, directors, employees, representatives, agents, advisors and consultants and all of their respective heirs, legal representatives, successors and assigns (collectively the "Parent Indemnified Parties") from and against any and all damages, liabilities, losses, claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs, including reasonable attorneys' fees and court costs (collectively "Losses") arising from, out of or in any manner connected with or based on:
(i) any breach of any covenant of any Shareholder or the Company or the failure by any Shareholder or the Company to perform any obligation of any Shareholder or the Company contained herein or in any Company Related Document or Shareholder Related Document;
(ii) any inaccuracy in or breach of any representation or warranty of any Shareholder contained herein or in any Shareholder Related Document;
(iii) any inaccuracy in or breach of any representation or warranty of the Company contained herein or in any Company Related Document;
(iv) indemnification payments made by the Company to the Company's present or former officers, directors, employees, agents, consultants, advisors or representatives in respect of actions taken or omitted to be taken prior to the Closing; and
(v) any act, omission, occurrence, event, condition or circumstance occurring or existing at any time on or before the Closing Date and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability for decisions made in the exercise of the Company's reasonable business judgement and in the ordinary course of business. Notwithstanding the foregoing, the foregoing indemnities shall not apply to the extent that such Losses are reimbursed to the Parent Indemnified Parties under provisions of any errors and omissions or professional liability insurance policy containing waiver of subrogation provisions applicable to claims relating to such Losses. The foregoing indemnities shall not limit or otherwise adversely affect the Shareholder Indemnified Parties' rights of indemnity for Losses under Section 8.2.3
Parent Indemnified Parties. Section 8.1
Parent Indemnified Parties. The rights of the Parent Indemnified Parties to indemnification pursuant to the provisions of Section 10.2 are subject to the following limitations:
Parent Indemnified Parties. 8.02(a) Parent Material Adverse Effect..................................10.02(a) Parent Permits..................................................4.06
Parent Indemnified Parties. 53 Copyrights.....................................27
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 6.1 and 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Surviving Corporation, Merger Sub and any of their assignees (including lenders) and all of their respective officers, directors, employees, representatives, agents, advisors and consultants and all of their respective heirs, legal representatives, successors and assigns (collectively the "Parent Indemnified Parties") from and against any -------------------------- and all damages, liabilities, losses, loss of value (including the value of adverse effects on cash flow or earnings), claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs, including reasonable attorneys' fees and court costs (collectively "Losses") arising from, out of or ------ in any manner connected with or based on:
(i) the breach of any covenant of the Shareholders or the Company or the failure by the Shareholders or the Company to perform any obligation of the Shareholders or the Company contained herein or in any Company Related Document or Shareholder Related Document;
(ii) any inaccuracy in or breach of any representation or warranty of the Shareholders contained herein or in any Shareholder Related Document;
Parent Indemnified Parties. 17 -vii-
Parent Indemnified Parties. 9.02(a) Parent Material Adverse Effect................................. 4.05(b) Parent SEC Reports............................................. 4.05(a) Parent Shares.................................................. 2.01(b) Person......................................................... 10.02(a) Plans.......................................................... 3.11(a) Proprietary Rights............................................. 3.14(b) Pro Rata Cash Distribution..................................... 2.01(b) Pro Rata Contingent Distribution............................... 2.02(c) Merger Sub.....................................................
Parent Indemnified Parties. 9.02(a) Parent Material Adverse Effect.............................. 4.
Parent Indemnified Parties. 9.02(a) Parent Material Adverse Effect......................... 4.01(a) Parent Preferred Stock................................. 4.03
