Agreement of Shareholders to Indemnify Sample Clauses

Agreement of Shareholders to Indemnify. The Principal Shareholders hereby jointly and severally, and each of the Shareholders other than the Principal Shareholders hereby individually, agree to indemnify, defend and hold harmless Acquiring Corporation and its officers, directors, employees, agents and representatives (collectively, the "Indemnified Persons") from and against and in respect of all demands, losses, claims, actions or causes of action, assessments, damages, liabilities, costs and expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements, excluding any lost profits, lost revenue or opportunity costs (collectively, "Losses") resulting from, imposed upon or incurred by the Indemnified Persons, directly or indirectly, by reason of or resulting from any misrepresentation or breach of any representation or warranty, given or made by the Shareholders or Target Corporation in this Agreement or in any document, certificate or agreement furnished by or on behalf of any such party pursuant to this Agreement; (a) notwithstanding the foregoing, nothing herein shall limit an Indemnified Person's remedies in the event of fraud or intentional deception on the part of Target Corporation or any Shareholder with respect to any of the obligations of Target Corporation or the Shareholders under this Agreement.
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Agreement of Shareholders to Indemnify. Subject to the terms and conditions of this Article 14: (a) each of the Shareholders agrees, jointly and severally, except as contemplated in subsection (b) below, to indemnify, defend, and hold harmless FSLB, Sub and each of their Affiliates, officers, directors, employees, agents and representatives (collectively, the "FSLB Indemnitees") from, against, for and in respect of any and all Losses (excluding those covered by Section 14.1(b) below) asserted against, or paid, suffered or incurred by, a FSLB Indemnitee and resulting from, based upon, or arising out of: (i) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Shareholder or Target contained in this Agreement or in any certificate, or the Target Disclosure Memorandum, furnished by FSLB in connection herewith; or (ii) a breach of or failure to perform any covenant or agreement of a Shareholder or Target made in this Agreement. (b) each Shareholder agrees, severally and not jointly, to defend and indemnify FSLB and FSLB Indemnitees from and against any and all Losses asserted against, or paid, suffered or incurred by, a FSLB Indemnitee and resulting from, based upon, or arising out of (i) intentional fraudulent conduct, intentional misrepresentation or other willful misconduct by such Shareholder, and (ii) any failure of such Shareholder to have good, valid and marketable title to any issued and outstanding shares of Target Common Stock held (or asserted to have been held) by such Shareholder, free and clear of all liens, claims and encumbrances, or to have the full right, capacity and authority to enter into this Agreement and to vote such person's shares of Target Common Stock in favor of the Merger and any other transaction contemplated by this Agreement.
Sample 1
Agreement of Shareholders to Indemnify. Subject to the terms and conditions of this Article 12, Shareholders, jointly and severally, agree to indemnify, defend, reimburse and hold harmless the Purchaser Indemnitees from, against, for, and in respect of any and all Damages asserted against, relating to, imposed upon, or incurred by the Purchaser Indemnitees by reason of, resulting from, based upon, or arising out of: (a) the breach of any representation or warranty of any Shareholder contained in or made pursuant to any Purchase Document or in any certificate, Schedule, or Exhibit furnished by any Shareholder in connection herewith or therewith, without regard to any due diligence by the Purchaser or its representatives or any disclosure by the Shareholders or their representatives other than pursuant to any such representation or warranty; (b) the breach or nonfulfillment of any covenant or agreement of any Shareholder contained in or made pursuant to any Purchase Document; (c) any Escheatment Liabilities as of the Closing Date in excess of the amount of such Escheatment Liabilities used for determination of the final Purchase Price and any penalties, fines or interest assessed by any Governmental Body for noncompliance with any Escheatment Law prior to the Closing Date in excess of the amount of such penalties, fines or interest used for determination of the final Purchase Price; (d) the requirement in any Lease for a Company Store that the landlord Consent to a change in control of the Company that was a party to such Lease; provided that Purchaser not seek any such consent, except that (i) the Purchaser may seek such Consents if required to do so by a financing source of the Purchaser or a Related Person of the Purchaser (in which case the Purchaser shall inform the Shareholder Representative in writing of such requirement and allow the Shareholder Representative to participate in such process), (ii) the Purchaser may seek such Consents if first required to do so by the applicable landlord, lessor or sublessor in connection with the modification, extension or renewal of a Lease, and (iii) any informal comments by the personnel at a Company Store with respect to the transactions contemplated by this Agreement shall not be considered to be the Purchaser’s attempt to get Consent which would void the Shareholder’s indemnity obligations hereunder; (e) any and all items set forth on Schedule 12.1 attached hereto (except to the extent any such Liability arises out of the gross negligence, recklessne...
Sample 1

Related to Agreement of Shareholders to Indemnify

  • Indemnification of Shareholders If any Shareholder or former Shareholder of any Series is held personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by such Shareholder or former Shareholder, assume the defense of any claim made against him or her for any act or obligation of the Series and satisfy any judgment thereon from the assets belonging to the Series.

  • LIMITATION OF SHAREHOLDER LIABILITY 9.01 Notice is hereby given that this Agreement is being executed by the Fund by a duly authorized officer thereof acting as such and not individually. The obligations of this Agreement are not binding upon any of the trustees, officers, shareholders or the investment advisor of the Fund individually but are binding only upon the assets and property belonging to the Fund, on its own behalf or on behalf of a Portfolio, for the benefit of which the trustees or directors have caused this Agreement to be executed.

  • Indemnification by Stockholders Subject to the other provisions of this ARTICLE 9, from and after the Closing, the Stockholders (the “Stockholders Indemnifying Party”), severally and not jointly, shall indemnify JAC, and each of its Affiliates and each of its respective Representatives, and successors and assigns, as the case may be (the “JAC Indemnified Parties”) and hold each of them harmless from and against, and reimburse and pay each of them as actually incurred with respect to, any and all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, judgments, penalties, diminutions in value, lost earnings, costs and expenses, including reasonable attorneys’ fees and costs of investigation, suffered or paid by them (collectively, “Losses”) as a result and to the extent arising out of: (i) any breach of any representations or warranties by the Company or any Stockholder; and (ii) any breach by the Company or any Stockholder of any of its covenants or agreements contained in this Agreement that are required to be performed prior to the Closing Date (“JAC Indemnifiable Claims”). The JAC Indemnified Parties shall not be entitled to indemnification (which may be asserted by the JAC Representative on behalf of JAC and the JAC Indemnified Parties) under this ARTICLE 9 (other than with respect to JAC Indemnifiable Claims under clauses (ii) or (iii) above) unless the aggregate of all of the Indemnifying Party’s obligations to indemnify the JAC Indemnified Parties pursuant to this ARTICLE 9 exceeds $1,000,000 (the “Basket”), and once this threshold has been exceeded, the Indemnifying Party shall indemnify the JAC Indemnified Parties for all of such obligations, subject to the limitations set forth in Section 9.3 hereof.

  • No Personal Liability of Shareholders, Trustees, etc No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, he shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 5.1 shall not adversely affect any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

  • Payment of Expenses by Shareholders The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

  • Indemnification of Members No member will be liable, responsible, or accountable in damages or otherwise to the Company or to the members for any action taken or failure to act on behalf of the Company unless the action or omission was an intentional breach of this Agreement or constituted gross negligence, bad faith, or wanton or willful misconduct (collectively “Misconduct”). Except with respect to Misconduct, the Company will, to the fullest extent permitted under the Act, indemnify and hold harmless the members from any loss, damage, liability, or expense incurred or sustained by them by reason of any act performed or any omission for or on behalf of the Company, including any judgment, award, settlement, reasonable attorneys’ fees, and other costs and expenses (which may be advanced by the Company), incurred in connection with the defense of any actual or threatened action, proceeding, or claim.

  • Indemnification by Shareholders Each Shareholder shall, severally and not jointly, to the extent permitted by applicable Law, indemnify and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party.”

  • LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY The Trustees of the Trust and the shareholders of the Fund shall not be liable for any obligations of the Trust or of the Fund under this Agreement, and the Sub-advisor agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Trust or the Fund to which the Sub-advisor's rights or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of the Fund.

  • Indemnification of the QIU Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company agrees to indemnify and hold harmless Odeon, in its capacity as the QIU, its directors, officers, agents, partners, members and employees and each Controlling Person from and against any and all loss, liability, claim, damage and expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 of the Rules of FINRA) in connection with the Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding the indemnification set forth in this Section 5.1.5, Odeon will undertake liability under Section 11 of the Exchange Act for acting as a qualified independent underwriter in connection with this Offering in compliance with FINRA Rule 5121(f)(12)(C).

  • Indemnification by Distributor Distributor agrees to indemnify the Trust, its officers and Trustees and any person which controls the Trust within the meaning of the 1933 Act against any and all claims, demands, liabilities and expenses that any such indemnified party may incur under the 1933 Act, or common law or otherwise, arising out of or based upon (i) any alleged untrue statement of a material fact contained in the registration statement for any Fund, any Prospectus or Statement of Additional Information, or any advertisements or sales literature prepared by or on behalf of the Trust for Distributor's use, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, if such statement or omission was made in reliance upon and in conformity with information furnished to the Trust in connection therewith by or on behalf of Distributor; and (ii) any act or deed of Distributor or its sales representatives that has not been authorized by the Trust in any Prospectus or Statement of Additional Information or by this Agreement.