Common use of INDEMNIFICATION BY ATI Clause in Contracts

INDEMNIFICATION BY ATI. ATI shall defend, indemnify and hold harmless Transferee and each of Transferee's subsidiaries, shareholders, affiliates, officers, directors, employees, agents, successors and assigns (Transferee and such persons, collectively, "Transferee's Indemnified Persons"), and shall reimburse Transferee's Indemnified Persons for, from and against each and every demand, claim, loss, liability, judgment, damage, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors) (collectively, "Losses") imposed on or incurred by Transferee's Indemnified Persons, directly or indirectly (including without limitation diminution in value of an equity interest), relating to, resulting from or arising out of any inaccuracy in any representation or warranty of ATI herein or in the Merger Agreement in any respect, whether or not Transferee's Indemnified Persons relied thereon, or any breach or nonfulfillment of any covenant, agreement or other obligation of ATI under this Agreement, the Merger Agreement, or any certificate or other document delivered or to be delivered pursuant hereto. [The parties agree that the Tax Adjustment described in Section 1.5(a) is an agreed upon payment limited to the failure to execute 117 the Merger Agreement under the circumstances described therein and is not intended as an admission of the fact or measure of damages for any purpose, and that this Section 5.1 shall govern with respect to a Loss relating to, resulting from or arising out of any other matter described in the foregoing sentence.]

INDEMNIFICATION BY ATI. ATI shall defend, indemnify and hold harmless Transferee and each of Transferee's subsidiaries, shareholders, affiliates, officers, directors, employees, agents, successors and assigns (Transferee and such persons, collectively, "Transferee's Indemnified Persons"), and shall reimburse Transferee's Indemnified Persons for, from and against each and every demand, claim, loss, liability, judgment, damage, cost and expense (including, without limitation, interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors) (collectively, "Losses") imposed on or incurred by Transferee's Indemnified Persons, directly or indirectly (including without limitation diminution in value of an equity interest), relating to, resulting from or arising out of any inaccuracy in any representation or warranty of ATI herein or in the Merger Agreement in any respect, whether or not Transferee's Indemnified Persons relied thereon, or any breach or nonfulfillment of any covenant, agreement or other obligation of ATI under this Agreement, the Merger Agreement, or any certificate or other document delivered or to be delivered pursuant hereto. [The parties agree that the Tax Adjustment described in Section 1.5(a) is an agreed upon payment limited to the failure to execute 117 the Merger Agreement under the circumstances described therein and is not intended as an admission of the fact or measure of damages for any purpose, and that this Section 5.1 shall govern with respect to a Loss relating to, resulting from or arising out of any other matter described in the foregoing sentence.]