Common use of Parent Indemnity Clause in Contracts

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 and ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders Shareholder and the Shareholders' Shareholder's heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any the Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 5.1 and ---------------- and 6.35.3, the Parent shall indemnify, save and hold harmless the Shareholders Stockholders and the ShareholdersStockholders' heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any obligation of its obligations Parent contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time date hereof and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholderthe Stockholder's acts or omissions after the Effective Time date hereof as an officer, director and/or employee of Parent or the Parent, the Surviving Corporation Company and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.15.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- 8.1 and 6.38.3, the Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' heirs, legal representatives, successors and assigns (the "Shareholder Indemnified Parties") from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time Closing Date and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time Closing Date as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.18.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- 8.1 and 6.38.3, the Parent shall indemnify, save and hold harmless the Company, the Shareholders and the Shareholders' heirs, legal representatives, successors and assigns (the "Shareholder Indemnified Parties") from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time Closing Date and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time Closing Date as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.18.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' each Shareholder's heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; (iii) any failure by the Surviving Corporation to satisfy the Terminated Obligations pursuant to Section 4.9 of this Agreement and to secure the release of any personal guarantees issued by any Shareholder; and (iiiiv) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders Shareholder and the Shareholders' Shareholder's heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' each Shareholder's heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and; (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time date of this Agreement and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result solely from any Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 and ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' each Shareholder's heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; (iii) the failure of the Company or the Parent to discharge the Terminated Obligations pursuant to Section 4.13 of this Agreement; (iv) any personal guaranty granted by any Shareholder related to any Company Contract; and (iiiv) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time and involving or relating to the assets, properties, businesses or operations of the CompanyCompany or Commercial Air; provided, however, that this clause (iiiv) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation Corporation, Commercial Air and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' each Shareholder's heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; ; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any failure by the Surviving Corporation to satisfy the Terminated Obligations pursuant to Section 4.9 of this Agreement and to secure the release of any personal guarantees issued by any Shareholder; and (iv) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' heirs, legal representatives, successors and assigns from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. Notwithstanding anything to the contrary herein, (i) the Shareholders shall not be entitled to indemnification unless the Losses exceed $50,000 in the aggregate, in which event the Shareholders shall be entitled to indemnification for all Losses in excess of $10,000 in the aggregate, and (ii) the maximum liability of the Parent and Merger Sub pursuant to this Section 6.2.2 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 Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- and 6.3, the Parent shall indemnify, save and hold harmless the Shareholders and the Shareholders' heirs, legal representatives, successors and assigns (the "Shareholder Indemnified Parties") from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time Closing Date and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions after the Effective Time Closing Date as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.1.

Parent Indemnity. Subject to the provisions of Sections 6.1 ---------------- 8.1 and 6.38.3, the Parent shall indemnify, save and hold harmless the Shareholders Shareholder, Rayden and the Shareholders' any of their heirs, legal representatives, successors and assigns (the "Shareholder Indemnified Parties") from and against all Losses arising from, out of or in any manner connected with or based on: (i) any breach of any covenant of the Parent or Merger Sub or the failure by the Parent or Merger Sub to perform any of its obligations contained herein or in the Parent Related Documents; (ii) any inaccuracy in or breach of any representation or warranty of the Parent or Merger Sub contained herein or in the Parent Related Documents; and (iii) any act, omission, event, condition or circumstance occurring or existing at any time after (but not on or before) the Effective Time Closing Date and involving or relating to the assets, properties, businesses or operations of the Company; provided, however, that this clause (iii) shall not apply to any Losses to the extent that such Losses result from any Shareholder's acts or omissions of Shareholder or Rayden after the Effective Time Closing Date as an officer, director and/or employee of the Parent, the Surviving Corporation and/or any other affiliate of the Parent. The foregoing indemnities shall not limit or otherwise adversely affect the Parent Indemnified Parties' rights of indemnity for Losses under Section 6.2.18.2.1.