Parent Indemnified Parties Sample Clauses

Parent Indemnified Parties. Section 8.1

Parent Indemnified Parties. Section 7.2 Parent Material Adverse Effect..........................................................Section 8.7 Parties................................................................................

Parent Indemnified Parties. The rights of the Parent Indemnified Parties to indemnification pursuant to the provisions of Section 10.2 are subject to the following limitations:

Parent Indemnified Parties. 9.02(a) Parent Material Adverse Effect................................. 4.05(b) Parent SEC Reports............................................. 4.05(a) Parent Shares.................................................. 2.01(b) Person......................................................... 10.02(a) Plans.......................................................... 3.11(a) Proprietary Rights............................................. 3.14(b) Pro Rata Cash Distribution..................................... 2.01(b) Pro Rata Contingent Distribution............................... 2.02(c) Merger Sub.....................................................

Parent Indemnified Parties. 9.02(a) Parent Material Adverse Effect......................... 4.01(a) Parent Preferred Stock................................. 4.03

Parent Indemnified Parties. After the Effective Time, subject to the limitations described within this Article 7, the Stockholders, severally but not jointly, shall indemnify and hold harmless Parent, the Surviving Corporation and the other Acquired Entities, and their respective equityholders, members or partners (the “Parent Indemnified Parties”), from and against any Losses incurred by the Parent Indemnified Parties resulting from: (i) any breach of a representation or warranty made by the Company in this Agreement as of the date of the Agreement or the Closing Date; (ii) any breach by the Company of any of its covenants or agreements in this Agreement required to be performed by it before the Effective Time; (A) all Taxes (or the non-payment thereof) of any of the Acquired Entities for all Pre-Closing Periods, (B) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any of the Acquired Entities (or any predecessor of any of the Acquired Entities) is or was a member on or prior to the Closing Date, including pursuant to Section 1.1502-6 of the Treasury Regulations or any analogous or similar state, local, or foreign law or regulation (C) any and all Taxes of any person (other than the Acquired Entities) imposed on any of the Acquired Entities as a transferee or successor, by secondary liability, by contract (other than a contract entered into in the Ordinary Course of Business the principal subject matter of which is not Tax) or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing, provided that in the case of each of clauses (A), (B) and (C), the Parent Indemnified Parties shall not be indemnified against any Losses consisting of Taxes specifically included in clause (i) of the definition of Indebtedness or non-income Taxes which are reflected on the balance sheet as a current liability of the Acquired Entities as of the Closing Date, and (D) any amounts due from the Stockholders pursuant to the last sentence of Section 8.2(b); (iv) any error in the Distribution Waterfall as set forth in Exhibit H or any Action arising out of such error; (v) any amounts paid by Parent or the Surviving Corporation in respect of Appraisal Shares (to the extent the amount of such Losses exceed the amount such Appraisal Shares would have been entitled to receive under Article 2) and all costs and fees associated with any proceeding related to the Appraisal Shares paid by Parent or the Surviv...

Parent Indemnified Parties. 53 Copyrights.....................................27

Parent Indemnified Parties. Subject to the provisions of -------------------------- Sections 6.1 and 6.3 hereof, the Shareholders shall indemnify, save and hold harmless the Parent, the Surviving Corporation, Merger Sub and any of their assignees (including lenders) and all of their respective officers, directors, employees, representatives, agents, advisors and consultants and all of their respective heirs, legal representatives, successors and assigns (collectively the "Parent Indemnified Parties") from and against any -------------------------- and all damages, liabilities, losses, loss of value (including the value of adverse effects on cash flow or earnings), claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs, including reasonable attorneys' fees and court costs (collectively "Losses") arising from, out of or ------ in any manner connected with or based on: (i) the breach of any covenant of the Shareholders or the Company or the failure by the Shareholders or the Company to perform any obligation of the Shareholders or the Company contained herein or in any Company Related Document or Shareholder Related Document; (ii) any inaccuracy in or breach of any representation or warranty of the Shareholders contained herein or in any Shareholder Related Document;

Parent Indemnified Parties. Subject to the provisions of Sections 8.1 and 8.3 hereof, the Shareholders, jointly and severally, shall indemnify, save and hold harmless the Parent, the Company and any of their assignees (including lenders) and all of their respective officers, directors, employees, representatives, agents, advisors and consultants and all of their respective heirs, legal representatives, successors and assigns (collectively the "Parent Indemnified Parties") from and against any and all damages, liabilities, losses, claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs, including reasonable attorneys' fees and court costs (collectively "Losses") arising from, out of or in any manner connected with or based on: