Indemnification by Company Shareholders Clause Samples
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Indemnification by Company Shareholders. Subject to the limitations set forth elsewhere in this Section 7, from and after the Effective Time, the Company Shareholders shall defend, indemnify and hold harmless Parent and the Surviving Corporation and their respective affiliates, officers, directors, employees, representatives and agents (Parent, Surviving Corporation and each of the foregoing persons or entities is hereinafter referred to individually as a "Parent Indemnified Person" and collectively as "Parent Indemnified Persons") from and against any and all claims, losses, costs, damages, liabilities, judgments, fines, penalties, interest, fees (including reasonable attorneys' fees) and expenses (collectively, the "Damages"), that any of the Parent Indemnified Persons suffers or incurs by reason of or in connection with: The inaccuracy of any representation or warranty of Company or any Company Shareholder contained in this Agreement (including any exhibit or schedule hereto) or in any other agreement, instrument, document or certificate furnished by Company or any Company Shareholder to Parent pursuant to this Agreement or in connection with the transactions contemplated hereby; Breach or violation by Company or any Company Shareholder of any covenant or agreement of Company or any Company Shareholder contained in this Agreement (including any exhibit or schedule hereto) or in any other agreement, instrument, document or certificate furnished by Company or any Company Shareholder to Parent pursuant to this Agreement or in connection with the transactions contemplated hereby; Any Taxes imposed on any Parent Indemnified Person or Company as well as any related or resulting liability, obligation, loss, cost, fine, penalty, damages (actual, punitive or other), attorneys' fees or expense arising from or relating to taxable periods or portions thereof ending on or before the Effective Time, excluding any Taxes resulting from the Merger itself; The failure by Company to (i) cause any outstanding warrants for Company capital stock to be cancelled effective as of the Effective Time, (ii) cause any rights under any plan, program, agreement or arrangement relating to the issuance or grant of any other interest in respect of the Company Capital Stock to be terminated effective as of the Effective Time, or (iii) obtain all necessary consents and acknowledgments (in a form acceptable to Parent) from holders of options and warrants for Company Capital Stock, and take all lawful action, as is necessary to gi...
Indemnification by Company Shareholders. Subject to Section 9.5, the Company Shareholders (hereinafter, collectively, called the "Shareholder Indemnitors") shall jointly and severally defend, indemnify and hold harmless ARC and its direct and indirect Subsidiaries (including the Company after Closing) and affiliates, their officers, directors, employees and agents (hereinafter, collectively, called "ARC Indemnitees") against and in respect of any and all loss, damage, liability, fine, penalty, cost and expense, including reasonable attorneys' fees and amounts paid in settlement (collectively, "ARC Losses"), suffered or incurred by any ARC Indemnitee by reason of, or arising out of:
(a) any misrepresentation, breach of warranty or breach or non-fulfillment of any agreement of the Company Shareholders contained in this Agreement or in any certificate, schedule, instrument or document delivered to ARC by or on behalf of the Company Shareholders or the Company pursuant to the provisions of this Agreement (without regard to materiality thresholds contained therein); and
(b) any liabilities of the Company or the Subsidiaries of any nature whatsoever (including tax liability, penalties and interest), whether accrued, absolute, contingent or otherwise, (i) existing as of the date of the Balance Sheet, and required to be shown therein in accordance with applicable GAAP, to the extent not reflected or reserved against in full in the Balance Sheet; or (ii) arising or occurring between August 31, 2005 and the Closing Date, except for liabilities arising in the ordinary course of business, none of which shall have a material adverse effect on the Company.
Indemnification by Company Shareholders. (a) From and after the Effective Time (but subject to Section 4.1), the Company Shareholders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any loss, damage, injury, liability, claim, demand, settlement, judgment, fine, penalty, Tax, fee (including reasonable attorneys' fees), charge, cost (including costs of investigation) or expense of any nature ("Damages") which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may
Indemnification by Company Shareholders. 17 4.3 Threshold; Recourse...................................................................... 18 4.4 Escrow of Shares; Satisfaction of Indemnification Claim.................................. 18 4.5
Indemnification by Company Shareholders. Following the Closing, subject to the terms and conditions of this Article IX, the Company Shareholders shall indemnify and hold harmless Parent and Merger Sub and their respective Affiliates, stockholders, officers, directors, employees and agents (collectively, the “Parent Indemnified Persons”), and shall reimburse the Parent Indemnified Persons for, any Damages, arising, directly or indirectly, from or in connection with:
(a) any breach of any representation or warranty made by Company in this Agreement or any certificate or document delivered by Company pursuant to this Agreement; or
(b) any breach of any covenant or obligation of Company in this Agreement or in any certificate or document delivered by Company pursuant to this Agreement. Notwithstanding the foregoing, on and after the Closing, and except for Damages arising out of fraud, the Parent Indemnified Persons will be indemnified and held harmless exclusively from, and only to the extent of, the Escrow Amount (the “Cap”) pursuant to the terms of this Article IX and the Escrow Agreement.
Indemnification by Company Shareholders. 52 10.4 Indemnification by Parent and Merger Sub. . . . . . . . . . . . . . . . . . . . . 53 10.5
Indemnification by Company Shareholders. Subject to Sections 10.5 and 10.6, each of the Company Shareholders shall, on a several and proportionate basis as specified below in Section 10.6(a), defend, indemnify, and hold Itron and the Surviving Corporation and their respective directors, officers and other Affiliates harmless from and against, and reimburse Itron and the Surviving Corporation and their respective directors, officers and other Affiliates with respect to, any and all Losses incurred by them by reason of or arising out of or in connection with: (a) any breach, or any claim (including claims by parties other than Itron) that if true, would constitute a breach of any representation or warranty of the Company contained in this Agreement, (b) the failure, partial or total, of the Company or the Shareholders' Representatives to perform any agreement or covenant required by this Agreement, and (c) any third-party claims (including claims by Company Shareholders or Governmental Entities) arising from the transactions contemplated in Section 5.10 hereof. The indemnification obligations of the Company Shareholders pursuant to the foregoing sentence shall apply only to the extent that the aggregate Losses incurred in connection therewith exceed One Hundred Thousand Dollars ($100,000) (the "Shareholder Basket"); provided, however, that the Shareholder Basket shall not apply to the indemnification obligations of the Company Shareholders for breaches of representations and warranties under Sections 4.1(j) and 4.1(o) or the indemnification obligations of the Company Shareholders under Sections 6.11 or 6.13 of this Agreement or that may arise from any failure to comply with any post-Closing covenants of the Company Shareholders under this Agreement.
Indemnification by Company Shareholders. Subject to Sections 10.5 --------------------------------------- ------------- and 10.6, each of the Company Shareholders shall, on a several, proportionate ---- basis as specified below in Section 10.6(a), defend, indemnify, and hold Itron --------------- and the Interim Surviving Corporation and their respective directors, officers and other Affiliates harmless from and against, and to reimburse Itron and the Interim Surviving Corporation and their respective directors, officers and other Affiliates with respect to, any and all Losses incurred by them by reason of or arising out of or in connection with: (a) any breach, or any claim (including claims by parties other than Itron) that if true, would constitute a breach of any representation or warranty of the Company contained in this Agreement (other than representations or warranties set forth in Section 4.1(j), (b) the failure, -------------- partial or total, of the Company to perform any agreement or covenant required by this Agreement to be performed by it or (c) any Taxes of the Company arising in or attributable to any taxable period (or portion thereof) ending on or before the Closing Date (other than any Taxes of the Company arising as a result of the Merger) to the extent that such Taxes, in the aggregate, exceed One Hundred Thousand Dollars ($100,000); provided, that -------- Itron shall take all commercially reasonable efforts to collect any sales and use Taxes from the applicable customers pursuant to their agreements with the Company prior to seeking indemnification from the Company Shareholders pursuant to Section 10.1(c) above. The indemnification obligations of the Company --------------- Shareholders pursuant to clauses (a) and (b) of the foregoing sentence shall apply only to the extent that the aggregate Losses incurred in connection therewith exceed Three Hundred Thousand Dollars ($300,000). Notwithstanding anything to the contrary herein, with respect to any claims, Itron and the Interim Surviving Corporation shall use commercially reasonable efforts to access any applicable insurance of the Company in existence at the Effective Time of the Merger prior to seeking indemnification from the Company Shareholders pursuant to Section 10.1. Any payment made pursuant to this Section ------------ ------- 10.1 shall be treated first as an adjustment to the Cash Portion of the Merger ---- Consideration.
Indemnification by Company Shareholders. Subject to the limitations contained in Section 10.1, this Section 10.3 and Section 10.7, from and after the Effective Date, the Company Shareholders shall hold harmless and indemnify Parent from and against, and shall compensate and reimburse Parent for, any Damages which are directly or indirectly suffered or incurred by Parent or to which Parent may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with any inaccuracy in or breach of any representation or warranty made by the Company or the Shareholder in Section 2. Notwithstanding the foregoing, Parent's sole recourse for any Damages with respect to which indemnification is sought under this Section 10 (other than Damages determined by a court of competent jurisdiction in a proceeding from which no further appeal is permitted to be taken to have been primarily caused
Indemnification by Company Shareholders. (a) From and after the Effective Time (but subject to Section 9.1(a)), the Company Shareholders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or