Indemnification by Parent Sample Clauses

Indemnification by Parent. Parent shall indemnify and hold harmless the Company and the Stockholders (collectively, the “Company Indemnified Parties”), and shall reimburse the Company Indemnified Parties for, any loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value (collectively, “Damages”) arising from or in connection with (a) any inaccuracy, in any material respect, in any of the representations and warranties of Parent and Acquisition Corp. in this Agreement or in any certificate delivered by Parent and Acquisition Corp. to the Company pursuant to this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (b) any failure by Parent or Acquisition Corp. to perform or comply in any material respect with any covenant or agreement in this Agreement, (c) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such party with Parent or Acquisition Corp. in connection with any of the transactions contemplated by this Agreement, (d) Taxes attributable to any transaction or event occurring on or prior to the Closing, (e) any claim relating to or arising out of any Liabilities of either Parent or Acquisition Corp. on or prior to Closing or with respect to accounting fees arising thereafter, or (f) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or operations of Parent, or the actions of Parent or any holder of Parent capital stock prior to the Effective Time.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIII, Parent shall indemnify and defend the Target Shareholders and its Affiliates and their respective Representatives (collectively, the "Shareholder Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI).

Indemnification by Parent. Parent agrees to indemnify and hold harmless the Investor, and the Investor’s affiliates, attorneys and agents, and each Person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by Parent of the Securities Act or any rule or regulation promulgated thereunder applicable to Parent and relating to action or inaction required of Parent in connection with any such registration; and Parent shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that Parent will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or omission to state therein a material fact required to be stated therein made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to Parent, in writing, by such Investor expressly for use therein.

Indemnification by Parent. Subject to the other provisions of this Section 8.1, Parent shall indemnify Holdings, its Subsidiaries and their present and former directors, officers, employees and agents (collectively, the "Holdings Indemnified Parties") from and against and in respect of any and all Losses incurred by a Holdings Indemnified Party, which may be imposed on, sustained, incurred or suffered by or assessed against a Holdings Indemnified Party, directly or indirectly, to the extent relating to or arising out of: (i) the failure of any of the representations or warranties of Parent contained in Article III (excluding the representations and warranties contained in Section 3.8 and Section 3.11) to be true and correct on the date of this Agreement and on the Closing Date as though made on and as of the Closing Date (except to the extent that a representation or warranty expressly speaks as of a specified date or period of time and except as modified hereafter in this Section 8.1(b)(i)); provided, that solely for the purpose of this Section 8.1(b)(i), the representations and warranties in Sections 3.6(a) and 3.7 shall be read without regard to the words "as of the date hereof" and the representations and warranties in Sections 3.16(a) and (b) shall be read without regard to the words "through and including the date hereof"; provided, further, that solely for the purpose of Section 8.1(b)(i), the representations and warranties in Sections 3.3(b), 3.6(a) and (b), 3.7, 3.12 and 3.16 shall be read without regard to any materiality or Material Adverse Effect qualifiers contained therein; (ii) any failure by Parent to perform or comply with its covenants and agreements contained in this Agreement (excluding any covenant contained in Section 5.8 for which the exclusive remedy of Holdings shall be indemnification pursuant to Section 5.8), the Transition Agreement and the Assignment and Assumption Agreement; and (iii) except as set forth in Section 5.8, Section 8.1(g), Section 8.2 and Section 8.3, the businesses, operations and assets of Parent or any Non-Bison Subsidiary (giving effect to the Restructuring and Closing), other than Losses relating to or arising out of the operation and conduct of the Business, commercial transactions with the Bison Subsidiaries in the ordinary course of business pre-Closing and commercial transactions with the Bison Subsidiaries post-Closing.

Indemnification by Parent. Parent agrees to indemnify and hold ------------------------- harmless each Large Shareholder, its officers and directors, and each person, if any, who controls Large Shareholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if Parent shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Parent by or on behalf of any Large Shareholder or Underwriter for any Large Shareholder expressly for use therein; provided that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Large Shareholder if a copy of the current prospectus was not provided to the purchaser of Registrable Securities and such current prospectus would have cured the defect giving rise to such loss, claim, damage or liability or for any sales occurring after Parent has informed such Large Shareholder under Section 3.1(e) hereof and prior to the delivery by Parent of any supplement or amendment to such prospectus. Parent also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of such Large Shareholder provided in this Section 4.1.

Indemnification by Parent. Parent agrees to indemnify each of the Purchaser Indemnified Parties against, and agrees to hold each of them harmless from, any and all Losses incurred or suffered by them relating to or arising out of or in connection with any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Parent in this Agreement or any Related Agreement or any document delivered by Parent or any Seller at the Closing; provided, that (i) in the case of all representations and warranties, except for Title and Authorization Warranties and Tax and Benefits Warranties, a notice of the Purchaser Indemnified Party’s claim shall have been given to Parent not later than the close of business on the second anniversary of the Closing Date and (ii) in the case of Tax and Benefit Warranties, a notice of the Purchaser Indemnified Party’s claim shall have been given to Parent not later than the close of business on the Tax Statute of Limitations Date; (b) any breach by Parent of or failure by Parent to perform any covenant, obligation or agreement of Parent set forth or contemplated in this Agreement or any Related Agreement or any document delivered by Parent or any Seller at the Closing; (c) the Excluded Assets, the Excluded Obligations or, other than the Assumed Obligations, any other obligations or liabilities relating to or arising out of the ownership or operation of the Assets on or prior to the Closing Date; (d) any obligations or liabilities relating to or arising from any product liability or warranty claims based on products or services sold by any Asset Seller on or prior to the Closing Date; (e) any obligations or liabilities relating to or arising out of the ownership or operation of any Affiliate of any Seller that is not a Asset Seller; (f) the occupancy by customers of the Business or similar third-parties of any of the Leased Real Property in violation of the terms and conditions of the Real Property Lease application to any such Leased Real Property; (g) any liability (including its costs) which CIS Limited shall be required to pay to the UK Pension Scheme by virtue of s75 Pensions ▇▇▇ ▇▇▇▇ (as modified by regulations), s38 Pensions ▇▇▇ ▇▇▇▇ or s43 Pensions ▇▇▇ ▇▇▇▇ or by virtue of any demand by the trustees of the UK Pension Scheme for an additional contribution as a result of the withdrawal of CIS Limited from that Scheme; (h) any claim made by an employee of CIS Limited which arises because a provision of the UK Pension Scheme or ...

Indemnification by Parent. Subject to the limitations set forth in this Agreement, from and after the Closing, Parent shall indemnify and hold harmless Buyer and its Affiliates and each of their respective officers, directors, employees, agents, advisors or representatives (the “Buyer Indemnitees”) from and against any and all claims, actions, causes of action, judgments, awards, Liabilities, losses, costs, expenses (including reasonable legal fees and expenses), fines or damages (including for lost profits and diminution of value) (each, a “Loss”, collectively the “Losses”), whether or not involving a Third Party Claim, incurred or suffered by any of them to the extent such arise or result from: (a) any breach of any warranty or representation of Parent contained in this Agreement (determined without regard to any qualification or exception contained therein relating to materiality or Material Adverse Effect or any similar qualification or standard); (b) any breach of any covenant or agreement of Parent or any of its Affiliates to be performed before, on or after the Closing Date, in each case contained in this Agreement or in any Implementing Agreement delivered by Parent or any of its Affiliates pursuant to this Agreement; or (c) any Retained Liability or any payment default by Stone & ▇▇▇▇▇▇▇ Asia, Inc. under the Singapore Agreements. In no event shall Parent be obligated to indemnify any Buyer Indemnitee with respect to any matter to the extent that such matter was reflected in the calculation of the adjustment to the Purchase Price, if any, pursuant to Section 2.8. Notwithstanding anything to the contrary contained in this Article 10 or elsewhere in this Agreement, in no event shall any amounts be recovered by Buyer under this Article 10 for any Loss related to Taxes, Buyer’s exclusive remedy with respect to claims for Taxes being set forth in Section 7.3(g); provided that, for the avoidance of doubt, the provisions of Section 10.5 and Section 10.6 shall be applicable to the extent they apply to claims for Losses related to Taxes.

Indemnification by Parent. From and after the Effective Time (but subject to Section 9.1(a)), Parent shall hold harmless and indemnify each of the Company Stockholders from and against, and shall compensate and reimburse each of the Company Stockholders for, any Damages which are suffered or incurred by any of the Company Stockholders or to which any of the Company Stockholders 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: (a) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement as of the date of this Agreement (in each case, after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)); (b) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement as if such representation or warranty was made on and as of the Closing, except for representations which address matters as of particular date, in which case, as of such particular date (in each case, after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)); (c) any inaccuracies in the Parent Closing Certificate; (d) any breach of any covenant or obligation of Parent or Merger Sub in this Agreement; and (e) any matter referenced in Section 3.7 or regarding the Foxconn receivable referenced in Section 3.9(s) of the Parent Disclosure Schedule.

Indemnification by Parent. (a) Subject to the other terms and conditions of this Agreement, Parent and MergerCo shall indemnify, defend and hold harmless, the Securityholders and their respective officers, directors and members of their boards (each a “Securityholder Indemnified Party”) to the extent of any losses asserted against, imposed upon or incurred or sustained by any of the Securityholder Indemnified Parties, as the same are incurred, arising out of, relating to, resulting from, or in whole or in part sustained in connection with: (i) the breach of any representation or warranty of Parent or MergerCo contained herein; or (ii) any breach of any covenant or agreement of Parent or MergerCo contained herein. (b) If any Securityholder Indemnified Party seeks indemnification under this Section 9.3 such party shall give written notice to Parent of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding shall be brought or asserted in writing by any third party which, if adversely determined, would entitle the Securityholder Indemnified Party to indemnity pursuant to this Section 9.3, the Securityholder Indemnified Party shall promptly notify Parent of the same in writing, specifying in reasonable detail (if known) the basis of such claim and the facts pertaining thereto, and Parent, if it so elects by written notice to the Securityholder Indemnified Party, shall assume and control the defense thereof (and shall consult with the Securityholder Indemnified Party with respect thereto), including employment of counsel reasonably satisfactory to the Securityholder Indemnified Party and the payment of expenses. If Parent elects to assume and control the defense, the Securityholder Indemnified Party shall have the right to employ counsel separate from counsel employed by Parent in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Securityholder Indemnified Party shall be at the expense of the Securityholder Indemnified Party, unless (i) the employment thereof has been specifically authorized by Parent in writing, (ii) there exists a conflict of interest between the interests of the Securityholder Indemnified Party and Parent, or (iii) the Parent has failed to assume the defense and employ counsel. Notwithstanding anything to the contrary in the foregoing, in no event shall Parent be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for the Secu...