By the Company and Shareholders Sample Clauses

By the Company and Shareholders. From and after the Effective Time and subject to the limitations contained in Sections 8.2 and 8.3, the Shareholders will, severally and pro rata, in accordance with their Pro Rata Portion, indemnify and hold Acquiror harmless against any loss, expense, liability or other damage, including reasonable attorneys' fees, to the extent of the amount of such loss, expense, liability or other damage (collectively, "Damages") that Acquiror has incurred by reason of the breach by the Company of any representation, warranty, covenant or agreement of the Company contained in this Agreement that occurs or becomes known to Acquiror during the Escrow Period. The Escrow Fund and claims against the Escrow Fund shall be Acquiror's sole and exclusive remedy for any such breach of representation, warranty, covenant or agreement of the Company contained in this Agreement by the Company, provided, however, that, in addition to the Shareholders' Pro Rata Portion of the Escrow Fund, each Shareholder, severally and not jointly, shall be fully liable to the Acquiror for any Damage relating to (i) such Shareholder's willful misconduct or fraud in connection with the representations and warranties set forth herein without limitation, or (ii) the breach of a representation or warranty set forth in Section 4.3(a) or 4.3(c) hereof; provided, further, that such Shareholder's liability under this Section 8.1(a) for a breach of a representation or warranty set forth in Section 4.3(a) or 4.3(c) shall be limited to such Shareholder's pro rata portion of the aggregate number of shares of Acquiror Stock to be issued pursuant to Section 3.1 in respect of the Company Stock (the "Shareholder's Shares"). Any claim for Damages by Acquiror for a breach of a representation or warranty set forth in Section 4.3(a) or 4.3(c) shall be settled first with such Shareholder's pro rata portion of the Escrow Shares, and, second, to the extent liability for Damages remain, with the Shareholder's Shares less such Shareholder's pro rata portion of the Escrow Shares; provided, however, that if such Shareholder has transferred any of such Shareholder's Shares, the Shareholder shall settle such remaining liability with the cash value of such transferred shares (determined by multiplying the Acquiror Share Value by the number of Shareholder's Shares so transferred); provided, further, that the aggregate liability of the Shareholders for a breach of a representation or warranty set forth in Sections 4.3(a) or 4.3(c) ...
Sample 1
AutoNDA by SimpleDocs

Related to By the Company and Shareholders

  • Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • The Shareholders Each Shareholder represents and warrants to the Company and the other Shareholders, as of the date of this Agreement, as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Indemnification of Company and Selling Stockholders The Underwriter will indemnify and hold harmless the Company, each of its directors and each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and any Selling Stockholder, each of its directors and officers and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, (each, an “Underwriter Indemnified Party”) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement at any time, any Statutory Prospectus at any time, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Underwriter consists of the following information in the Final Prospectus: the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting,” the information contained in the fourth, seventh and eleventh paragraphs and information with respect to stabilization transactions appearing in the sixteenth paragraph, in each case under the caption “Underwriting.”

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • Buyer Buyer represents and warrants to Seller as follows:

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the “Indemnitees,” and each an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met:

  • Principal Shareholders 5 2.04 Subsidiaries.............................................................................. 6 2.05 Convertible Securities, Options, Etc...................................................... 6 2.06 Authorization and Validity of Agreement................................................... 6 2.07. Validity of Transactions; Absence of Required Consents or Waivers......................... 6 2.08.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!