Indemnification by the Parent Clause Samples

Indemnification by the Parent. (a) The Parent shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate. (b) The post-Closing adjustment mechanism set forth in Section 1.13 is intended to secure the indemnification obligations of the Parent under this Agreement and shall be the exclusive means for the Indemnifying Stockholders to collect any Damages for which they are entitled to indemnification under this Article VI.

Indemnification by the Parent. The Parent shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Parent of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Parent by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the ...

Indemnification by the Parent. The Parent shall indemnify the Company in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Company resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate.

Indemnification by the Parent. (a) The Parent shall indemnify the Company Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Company Stockholders resulting from any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Parent or the Acquisition Subsidiary contained in this Agreement or the Parent Certificate. (b) The post-Closing adjustment mechanism set forth in Section 1.13 is intended to secure the indemnification obligations of the Parent under this Agreement and shall be the exclusive means for the Company Stockholders to collect any Damages for which they are entitled to indemnification under this Article VI. Notwithstanding anything to the contrary, the post-Closing adjustment set forth in Section 1.13 shall not be limited in any way by this Article VI.

Indemnification by the Parent. Subject to the other provisions of this Article 7, from and after the Closing the Parent shall indemnify, defend and hold the Purchaser, CVS and their affiliates and, after the Closing, each of the Southern Entities (the “Purchaser Indemnitees”) harmless from and against any and all Damages incurred or suffered by any Purchaser Indemnitee arising out of or relating to: (a) any breach of any representation or warranty of the Parent contained in Article 2 (other than Parent Foundational Reps) of this Agreement, provided that (i) each such representation and warranty shall be determined or read (except in the case of Section 2.02(e)(iii)) disregarding any Material Adverse Effect, materiality or similar qualification or exception contained therein and (ii) any item or matter disclosed expressly or by cross-reference in Section 2.02(d) of the Disclosure Schedule or Section 2.02(i) of the Disclosure Schedule (each, a “Deemed Undisclosed Item”) shall be deemed not disclosed (i.e., for the avoidance of doubt, only the $550,000 amount per De Minimis Matter set forth in Section 7.04(a)(ii) will apply with respect to each such Deemed Undisclosed Item; but if the Damages from any such item exceed $550,000, then none of such Damages from such item will be excluded under Section 7.04(a)); (b) any breach of any representation or warranty of the Parent contained in Article 2 (other than Parent Foundational Reps) of this Agreement as if such representation or warranty were made on and as of the Closing Date, provided that (i) each such representation and warranty shall be determined or read (except in the case of Section 2.02(e)(iii)) disregarding any Material Adverse Effect, materiality or similar qualification or exception contained therein and (ii) any Deemed Undisclosed Item shall be deemed not disclosed (i.e., for the avoidance of doubt, only the $550,000 amount per De Minimis Matter set forth in Section 7.04(a)(ii) will apply with respect to each such Deemed Undisclosed Item; but if the Damages from any such item exceed $550,000, then none of such Damages from such item will be excluded under Section 7.04(a)); (c) any breach of any Parent Foundational Reps as if such representation or warranty were made as of the date of this Agreement and on and as of the Closing Date; (d) any breach of any covenant of the Parent contained in this Agreement; (e) any breach of any covenant of the Sellers contained in this Agreement provided that the breach occurred prior to the Closi...

Indemnification by the Parent. Subject to the other terms and conditions of this ARTICLE VIII, the Parent shall indemnify and defend each Stockholder and its or his Affiliates and their respective Representatives (collectively, the “Stockholder 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 Stockholder 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 the Parent and the Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Parent or the 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, undertaking, or obligation to be performed by the Parent or the 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 the Parent. The Parent shall indemnify, to the fullest extent permitted by law, each holder of Registrable Securities, its officers, directors and agents, if any, and each Person, if any, who controls such holder within the meaning of section 15 of the Securities Act, against all losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), joint or several, resulting from any violation by the Parent of the provisions of the Securities Act or any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus (and as amended or supplemented if amended or supplemented) 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 (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder, or as to such holder's plan of distribution with respect to such holder's Registrable Securities, in each case furnished in writing to the Parent by such holder expressly for use therein. If the offering pursuant to any registration statement provided for under this Section 3 is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an affiliate of any holder of Registrable Securities) shall affect the obligations of the Parent to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the offering pursuant to any registration statement provided for under this Section 3 is made through underwriters, the Parent agrees, to the extent required by such underwriters, to enter into an underwriting or other agreement providing for indemnity of such underwriters, their officers, directors and agents, if any, and each Person, if any, who controls such underwriters within the meaning of section 15 of the Securities Act to the same extent as hereinbefore provided with respect to the indemnification of the holders of Registrable Securities; provided that the Parent shall not be required to indemnify any such underwriter...

Indemnification by the Parent a The Parent agrees to indemnify and hold harmless Duck and its directors, officers, employees, counsel, and agents against and in respect of any and all claims as and when incurred, arising out of or based upon any breach or inaccuracy of any representation, warranty, covenant, or agreement of the Parent or the Merger-Sub contained in this Agreement (including the Exhibits and Schedules attached hereto) or any certificates delivered pursuant to this Agreement. b Each indemnified party (a "Duck Indemnitee") shall give the Parent prompt notice of any claim asserted or threatened against such Duck Indemnitee on the basis of which such Duck Indemnitee intends to seek indemnification (but the obligations of the Parent shall not be conditioned upon receipt of such notice, except to the extent that the Parent is actually prejudiced by such failure to give notice). If the claim is a third party claim, demand, action, or proceeding, the Parent promptly shall assume the defense of any Duck Indemnitee, with counsel reasonably satisfactory to such Duck Indemnitee, and the fees and expenses of such counsel shall be the sole cost and expense of the Parent. Notwithstanding the foregoing, any Duck Indemnitee shall be entitled, at his or its expense, to employ counsel separate from counsel for the Parent and from any other party in such action, proceeding, or investigation. No Duck Indemnitee may agree to a settlement of claim without the prior written approval of the Parent which approval shall not be unreasonably withheld. The Parent may not agree to a settlement of a claim involving anything other than the payment of money without the prior written approval of the Duck Indemnitee which shall not be unreasonably withheld.

Indemnification by the Parent. The Parent shall save, defend, indemnify and hold harmless the Contributors and their respective Affiliates, and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Contributor Indemnified Parties”), from and against any and all Losses incurred, sustained or suffered by any of the foregoing as a result of, arising out of or relating to: (a) any breach of any representation or warranty made by the Parent contained in this Agreement; and (b) any breach of any covenant or agreement by the Parent contained in this Agreement or by the Company subsequent to the Closing.