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
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Brightstar Information Technology Group Inc)
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 6.1 and 8.3 hereof6.3, the Shareholders each Majority Stockholder shall indemnify, save and hold harmless the Parent, the Company, the Company Subsidiaries and any of their assignees Permitted Assignees (including lendersas defined below) 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 (calculated after taking into consideration the net tax benefits actually realized by Parent or the Company from such items to the extent deductible, depreciable or amortizable; provided, however, that if any indemnification payment to be received by a Parent Indemnified Party will result in a tax burden to such Parent Indemnified Party, such tax burden shall be netted against the tax benefit realized by such Parent Indemnified Party) (collectively "Losses") arising from, out of or in any manner connected with or based on:
(i) any the breach of any covenant of any Shareholder or the Company Company, or the failure by any Shareholder or the Company to perform perform, any obligation of any Shareholder or the Company contained herein in the documents or instruments executed and delivered by the Company in any Company Related Document or Shareholder Related Documentconnection with the transactions contemplated hereby;
(ii) any inaccuracy in or breach of any representation or warranty of any Shareholder contained herein in Section 2.1 or in any Shareholder Related Documentthe documents or instruments executed and delivered by the Company in connection with the transactions contemplated hereby;
(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 required to be made and made by the Company or any Company Subsidiary to the Company's their respective present or former officers, directors, employees, agents, consultants, advisors or representatives in respect of actions taken or omitted to be taken prior to the ClosingClosing Date, except as otherwise provided in Section 4.7; 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
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 5.1 and 8.3 5.3 hereof, the Shareholders Stockholders, severally and not jointly, shall indemnify, save and hold harmless the Parent, the Company Companies 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 the breach of any covenant of any Shareholder or the Company such Stockholder or the failure by any Shareholder or the Company such Stockholder to perform any obligation of any Shareholder or the Company such Stockholder contained herein or in any Company Related Document or Shareholder Stockholder Related Document;
(ii) any inaccuracy in or breach of any representation or warranty of any Shareholder such Stockholder contained herein or in any Shareholder Stockholder 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 (pursuant to a written agreement, articles of incorporation or bylaws predating this Agreement) made by the Company Hallmark or JAAC to the Company's their 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
(viv) 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 either Company and not (a) not disclosed in the Disclosure Schedule or (b) not disclosed in the Company Financial Statements excluding liability for decisions made (as defined 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 8.2.3Exhibit 2).
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 5.1 and 8.3 5.3 hereof, the Shareholders Shareholders, jointly and severally, 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 the breach of any covenant of any Shareholder or the Company or the failure by any Shareholder the Shareholders 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 its 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 (as defined 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 8.2.3Exhibit 2).
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Company Surviving Corporation, Merger Sub and any of their assignees (including lenders) and all of their respective officers, directors, employees, representatives, agents, advisors directors and consultants employees 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; provided, however, that Losses (as hereinafter defined) collectable under this Section 6.2.1 in the form of adverse effects on cash flow or earnings shall be limited to $2 million per claim, action, suit or proceeding with respect to which an indemnification claim is made pursuant to this Section 6.2.1 and an aggregate maximum for all such claims, actions, suits and proceedings of $6 million), 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 the breach of any covenant of any a Shareholder or the Company or the failure by any Shareholder or the Company to perform any obligation of any Shareholder such 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 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 or the Surviving Corporation 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 date of this Agreement and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability (as defined in Exhibit 2) or included as liabilities for decisions made in purposes of determining the exercise of Stockholders' Equity Addition and 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 PartiesStockholders' rights of indemnity for Losses under Section 8.2.3Equity Deduction.
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Company 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) any the breach of any covenant of any a Shareholder or the Company or the failure by any such Shareholder or the Company to perform any obligation of any Shareholder such 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 any such 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 or the Surviving Corporation 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 Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability (as defined in Exhibit 2) or included as liabilities for decisions made in purposes of determining the exercise of Stockholders' Equity Addition and 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 LossesStockholders' Equity Deduction. The foregoing indemnities shall not limit or otherwise adversely affect the Shareholder Indemnified PartiesShareholders' rights of to indemnity for Losses under Section 8.2.36.2.2
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 and 8.3 hereof, the Controlling 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
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Brightstar Information Technology Group Inc)
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Company 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) any the breach of any covenant of any a Shareholder or the Company or the failure by any Shareholder or the Company to perform any obligation of any Shareholder such 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 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 or the Surviving Corporation 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 Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability for decisions made (as defined 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 8.2.3Exhibit 2).
Appears in 1 contract
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.
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Brightstar Information Technology Group Inc)
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Company 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) any the breach of any covenant of any Shareholder the Shareholders or the Company or the failure by any Shareholder the Shareholders or the Company to perform any obligation of any Shareholder 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 any Shareholder the Shareholders 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 or the Surviving Corporation 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 Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability (as defined in Exhibit 2) or in working capital or long term debt (in each case as determined for decisions made in purposes of calculating 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 8.2.3Total Merger Consideration).
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders Shareholder shall indemnify, save and hold harmless the Parent, the Company 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) any the breach of any covenant of any the 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 or the Surviving Corporation 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 Effective Time 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 (as defined 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 8.2.3Exhibit 2).
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Company 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:
(ia) any the breach of any covenant of any a Shareholder or the Company or the failure by any Shareholder or the Company to perform any obligation of any such Shareholder or the Company contained herein or in any Company Related Document or Shareholder Related Document;
(iib) any inaccuracy in or breach of any representation or warranty of any Shareholder contained herein or in any Shareholder Related Document;
(iiic) any inaccuracy in or breach of any representation or warranty of the Company contained herein or in any Company Related Document;
(ivd) indemnification payments made by the Company or the Surviving Corporation 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
(ve) any act, omission, occurrence, event, condition or circumstance occurring or existing at any time on or before the Closing Date Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability for decisions made (as defined 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 8.2.3Exhibit 2).
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 5.1 and 8.3 5.3 hereof, the Shareholders Stockholders, jointly and severally, 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 the breach of any covenant of any Shareholder Stockholder or the Company or the failure by any Shareholder Stockholder or the Company to perform any obligation of any Shareholder such Stockholder or the Company contained herein or in any Company Related Document or Shareholder Stockholder Related Document;
(ii) any inaccuracy in or breach of any representation or warranty of any Shareholder Stockholder contained herein or in any Shareholder Stockholder 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 its 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 (as defined 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 8.2.3Exhibit 2).
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Company Surviving Corporation, Commercial Air, 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) any the breach of any covenant of any Shareholder or a Shareholder, the Company or Commercial Air or the failure by any Shareholder or Shareholder, the Company or Commercial Air to perform any obligation of any Shareholder or such Shareholders, the Company or Commercial Air contained herein or in any Company Related Document or Shareholder Related DocumentDocument (other than the Employment Agreements to be executed and delivered pursuant to Section 5.3.3 of this Agreement); provided, however, that notwithstanding the foregoing, the failure of any of Messrs. Xxxxx, Xxxxxxxxx or Xxxxxxx to execute and deliver an Employment Agreement pursuant to Section 5.3.3 of this Agreement or the failure of Commercial Air to deliver the landlord's consent pursuant to Section 5.3.7 of this Agreement shall not give rise to any claim for indemnification by any Parent Indemnified Parties under this Agreement;
(ii) any inaccuracy in or breach of any representation or warranty of any Shareholder contained herein or in any Shareholder Related DocumentDocument (other than the Employment Agreements to be executed and delivered pursuant to Section 5.3.3 of this Agreement);
(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 Company, Commercial Air or the Surviving Corporation to the Company's or Commercial Air'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 Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company or Commercial Air and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability for decisions made (as defined 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 8.2.3Exhibit 2).
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders Shareholders, severally in proportion to the ratio that the number of shares of Company Common Stock owned by them as of the date hereof bears to the total outstanding Company Common Stock as of the date hereof, shall indemnify, save and hold harmless the Parent, the Company 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) any the breach of any covenant of any Shareholder the Shareholders or the Company or the failure by any Shareholder the Shareholders or the Company to perform any obligation of any Shareholder 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 any Shareholder the Shareholders 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 or the Surviving Corporation 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;
(v) federal, state, county, city or other taxes (including, without limitation, penalties and fines related thereto) based upon, arising from or related to the assets, properties, business or operations of the Company prior to the Closing Date; and
(vvi) any act, omission, occurrence, event, condition or circumstance occurring or existing at any time on or before the Closing Date Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability for decisions made (as defined 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 LossesExhibit 2). The foregoing indemnities shall not limit or otherwise adversely affect the Shareholder Indemnified PartiesShareholders ' rights of indemnity for Losses under Section 8.2.36.2.2.
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders Shareholders, jointly and severally with respect to representations regarding the Company, and severally with respect to their individual representation, shall indemnify, save and hold harmless the Parent, the Company 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) any the breach of any covenant of any a Shareholder or the Company or the failure by any a Shareholder or the Company to perform any obligation of any a Shareholder or the Company contained herein or in any Company Related Document or Shareholder Related DocumentDocument executed by such Shareholder;
(ii) any inaccuracy in or breach of any representation or warranty of any Shareholder contained herein or in any Shareholder Related DocumentDocument executed by such Shareholder;
(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 or the Surviving Corporation 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 Effective Time 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 (as defined in the exercise of the Company's reasonable business judgement and in the ordinary course of businessExhibit 2). Notwithstanding the foregoing, the foregoing indemnities shall not apply anything herein to the extent that such Losses are reimbursed to contrary (i) the Parent Indemnified Parties under provisions shall not be entitled to indemnification unless and until the Losses exceed $50,000 in the aggregate, in which event the Parent Indemnified Parties shall be entitled to indemnification for all Losses in excess of any errors $10,000 in the aggregate, and omissions or professional (ii) the maximum liability insurance policy containing waiver of subrogation provisions applicable the Shareholders pursuant to claims relating to such Lossesthis Section 6.2.1 shall in no event exceed the amount of the Total Consideration as defined in Exhibit 1. The foregoing indemnities shall not limit or otherwise adversely affect the Shareholder Indemnified Parties' rights of Shareholders with respect to indemnity for Losses under Section 8.2.36.2.2.
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders Shareholders, jointly and severally, 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, 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) any the 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 (as defined in Exhibit 2) 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 8.2.36.2.3.
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 5.1 and 8.3 5.3 hereof, the Shareholders Stockholders, severally in proportion to their percentages set forth on Exhibit 1.2, shall indemnify, save and hold harmless the Parent, the Company Companies (if and only if the transactions contemplated by this Agreement are consummated) 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 the breach of any covenant of any Shareholder or the Company such Stockholder or the failure by any Shareholder or the Company such Stockholder to perform any obligation of any Shareholder or the Company such Stockholder contained herein or in any Company Related Document or Shareholder Stockholder Related Document;
(ii) any inaccuracy in or breach of any representation or warranty of any Shareholder Stockholder contained herein or in any Shareholder Stockholder Related Document;
(iii) any inaccuracy that certain wrongful termination lawsuit filed against Service Today Management Co. and I. Xxxxx Xxxx styled as Berdis v. Service Today Management Co., et al., Cause No. 95-08787 in or breach of any representation or warranty of the Company contained herein or in any Company Related Document;00xx Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxx.
(iv) indemnification payments made by the either Company to the Company's its 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, unless such indemnification is ordered by a court in accordance with the Texas Business Corporation Act; 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 either Company and not (a) disclosed in this Agreement or in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability (as defined in Exhibit 2).
(vi) if the transaction contemplated hereunder fails to qualify for decisions Section 351 treatment as a result of any factual misrepresentation made by A-ABC or A-1 or the Stockholders, the Stockholders shall indemnify GroupMAC against any losses it suffers, including any net tax loss and penalties and any claims made against GroupMAC by other participants 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(S) 351 transaction.
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 and 8.3 hereof, the Shareholders Shareholder and Rayden, jointly and severally, 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, 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) any breach of any covenant of any Shareholder the Shareholder, Rayden or the Company or the failure by any Shareholder the Shareholder, Rayden or the Company to perform any obligation of any Shareholder the Shareholder, Rayden 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 the Shareholder or Rayden 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
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Brightstar Information Technology Group Inc)
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Company 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 net of any insurance recoveries)(collectively "Losses") arising from, out of or in any manner connected with or based on:
(i) any the breach of any covenant of any Shareholder the Shareholders or the Company or the failure by any Shareholder the Shareholders or the Company to perform any obligation of any the 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 the Shareholders 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 or the Surviving Corporation 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 Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability (as defined in Exhibit 2) or in working capital or long term debt (in each case as determined for decisions made in purposes of calculating the exercise Final Merger Consideration); and
(vi) the investigation, study, correction, cleanup, removal, remediation or monitoring of the soil or groundwater (or both) at the Company's reasonable business judgement and leased facility located in the ordinary course of business. Notwithstanding the foregoingOakland, the foregoing indemnities shall not apply California, that may be required in connection with any condition, circumstance, event or incident at such facility existing on or prior to the extent that such Losses are reimbursed to the Parent Indemnified Parties under provisions date 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 8.2.3this Agreement.
Appears in 1 contract
Parent Indemnified Parties. Subject After the Effective Time, subject to the provisions limitations described within this Article 9, Holdco and each of Sections 8.1 the Equityholders, jointly and 8.3 hereofseverally, the Shareholders shall indemnify, save indemnify and hold harmless the Parent, the Company Surviving Corporation, and any of their assignees (including lenders) and all of their respective Affiliates, equityholders, members, partners, officers, managers, directors, employees, representatives, agents, advisors employees and consultants and all of their respective heirs, legal representatives, successors and assigns agents (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 for Losses incurred by the Parent Indemnified Parties resulting from, out of or in any manner connected with or based on:
(i) any breach of any covenant of any Shareholder a representation or warranty made by an Equityholder, the Company or the failure by Holdco in this Agreement or 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 other Transaction Document;; and
(ii) (A) any inaccuracy in breach by Holdco, the Company, the Equityholders or breach the Representative of any representation of their respective covenants or warranty agreements in this Agreement or any other Transaction Document required to be performed before the Effective Time, or (B) any breach by Holdco, the Equityholders or the Representative of any Shareholder contained herein of their respective covenants or agreements in this Agreement or any Shareholder Related Documentother Transaction Document required to be performed after the Effective Time;
(iii) any inaccuracy Pre-Closing Taxes to the extent not taken into account in or breach of any representation or warranty the determination of the Company contained herein amount of the Final Merger Consideration and not otherwise paid to the Surviving Corporation or in any Company Related Documentthe Parent pursuant to Article 10;
(iv) indemnification payments made any inaccuracy in the Distribution Waterfall including any claim by the any Person claiming to hold Holdco Units, Shares or other Company Securities with respect 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; andsuch claimed holdings;
(v) any actclaims by any Person claiming to be a holder, omissionputative holder or former holder of Holdco Units, occurrenceShares or other Company Securities (A) regarding payment received for such Company Securities, event, condition or circumstance occurring (B) regarding the Stockholder Approval or existing other actions by Holdco or the Company prior to or at any time on or before the Closing Date with respect to the Reorganization or the Merger;
(vi) the aggregate payment to any holder or former holder of Holdco Units, Shares or other Company Securities with respect to any appraisal rights under Section 262 of the DGCL;
(vii) any failure by Holdco or the Company to comply with ISRA, or any remediation required thereunder, in 2013 in connection with the transactions resulting in the Company’s formation or as a result of the execution of this Agreement and involving the consummation of the transactions contemplated herein;
(viii) any auditing pursuant to N.J.S.A. 58:10C-25 or invalidation pursuant to N.J.S.A. 58:10C-22 by NJDEP, in each case related to the assets, properties, business or operations now or previously owned or operated XXX filed by the Company and not LSRP working on behalf of Holdco for any ISRA compliance required to be conducted pursuant to this Agreement; or
(aix) disclosed in the Disclosure each matter set forth on 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 8.2.39.2(a)(ix).
Appears in 1 contract
Samples: Merger Agreement (SWK Holdings Corp)
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders Shareholder shall indemnify, save and hold harmless the Parent, the Company 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) any the breach of any covenant of any the Shareholder or the Company or the failure by any the Shareholder or the Company to perform any obligation of any the 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 the 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 or the Surviving Corporation 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 Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability for decisions made (as defined 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 LossesExhibit 2). The foregoing indemnities shall not limit or otherwise adversely affect the Shareholder Indemnified Parties' Shareholder's rights of indemnity for Losses under Section 8.2.36.2.2.
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of Sections 8.1 6.1 and 8.3 6.3 hereof, the Principal Shareholders shall indemnify, save and hold harmless the Parent, the Company 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) any the breach of any covenant of any Shareholder the Principal Shareholders or the Company or the failure by any Shareholder the Shareholders or the Company to perform any obligation of any Shareholder the Principal 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 any Shareholder the Principal Shareholders 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) any factual misrepresentations provided by the Company or the Principal Shareholders to the Parent for inclusion and which was included in the Registration Statement;
(v) indemnification payments made by the Company or the Surviving Corporation 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 ClosingClosing to the extent such indemnification payments are not covered by insurance; and
(vvi) any act, omission, occurrence, event, condition or circumstance occurring or existing at any time on or before the Closing Date Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company Company, including, but not limited to, the Condominiums, and not (a) disclosed with reasonable specificity in the Disclosure Schedule or Schedule, (b) disclosed in the Company Financial Statements excluding liability (as defined in Exhibit 2) or in working capital or long term debt (in each case as determined for decisions made in purposes of calculating the exercise of the Company's reasonable business judgement and in the ordinary course of business. Notwithstanding the foregoing, the foregoing indemnities shall Final Merger Consideration) or (c) 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 Lossesotherwise permitted by this Agreement. The foregoing indemnities shall not limit or otherwise adversely affect the Shareholder Principal Shareholders' Indemnified Parties' rights of to indemnity for Losses under Section 8.2.36.2.2.
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders Shareholders, severally and not jointly, shall indemnify, save and hold harmless the Parent, the Company 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) any the breach of any covenant of any Shareholder the Shareholders or the Company or the failure by any Shareholder the Shareholders or the Company to perform any obligation of any Shareholder 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 any Shareholder the Shareholders 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 or the Surviving Corporation 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 Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability (as defined in Exhibit 2) or in working capital or long term debt (in each case as determined for decisions made in purposes of calculating 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 8.2.3Final Merger Consideration).
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 5.1 and 8.3 5.3 hereof, the Shareholders Stockholders, jointly and severally, 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 the breach of any covenant of any Shareholder Stockholder or the Company or the failure by any Shareholder Stockholder or the Company to perform any obligation of any Shareholder such stockholder or the Company contained herein or in any Company Related Document or Shareholder Stockholder Related Document;
(ii) any inaccuracy in or breach of any representation or warranty of any Shareholder Stockholder contained herein or in any Shareholder Stockholder 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 its 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 (as defined 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 8.2.3Exhibit 2).
Appears in 1 contract
Samples: Agreement and Plan of Exchange (Group Maintenance America Corp)
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders Shareholder shall indemnify, save and hold harmless the Parent, the Company 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) any the breach of any covenant of any the Shareholder or the Company or the failure by any the Shareholder or the Company to perform any obligation of any the 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 the 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 or the Surviving Corporation 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 Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability (as defined in Exhibit 2) or in working capital or long term debt (in each case as determined for decisions made in purposes of calculating 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 8.2.3Total Consideration).
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Company 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 costs, net of insurance recoveries actually received in connection with any of the foregoing (collectively "Losses") arising from, out of or in any ------ manner connected with or based on:
(i) any the breach of any covenant of any Shareholder the Shareholders or the Company or the failure by any Shareholder the Shareholders or the Company to perform any obligation of any Shareholder 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 any Shareholder the Shareholders 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 or the Surviving Corporation 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 Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability for decisions made (as defined 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 8.2.3Exhibit 2).
Appears in 1 contract
Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 8.1 6.1 and 8.3 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Company 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) any the breach of any covenant of any Shareholder the Shareholders or the Company or the failure by any Shareholder the Shareholders or the Company to perform any obligation of any Shareholder 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 any Shareholder the Shareholders 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 or the Surviving Corporation 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 Effective Time and involving or related to the assets, properties, business or operations now or previously owned or operated by the Company and not (a) disclosed with reasonable specificity in the Disclosure Schedule or (b) disclosed in the Company Financial Statements excluding liability for decisions made (as defined 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 8.2.3Exhibit 2).
Appears in 1 contract
