By the Shareholder Sample Clauses

By the Shareholder. The Shareholder shall indemnify, save and hold harmless Parent, their affiliates and subsidiaries, and their respective representatives, from and against any and all costs, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to (1) any breach of any representation or warranty or the inaccuracy of any representation made by the Targets or the Shareholder in or pursuant to this Agreement, or (2) any breach of any covenant or agreement made by the Targets or the Shareholder in or pursuant to this Agreement; provided, however, that Parent makes a written claim for indemnification against the Shareholder.

By the Shareholder. The Shareholder represents and warrants as follows and acknowledges that HF Enterprises is relying upon such representations and warranties in connection with the purchase by HF Enterprises of the Company Shares. (a) The Company is a limited company duly formed, validly existing and in good standing under the laws of Singapore; (b) The total issued and outstanding capital stock of the Company consists of One Million (1,000,000) ordinary shares; (c) All of the Company Shares are owned by the Shareholder as the registered and beneficial owner of record, with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances, restrictions and demands whatsoever (other than restrictions imposed by applicable securities laws); (d) The Shareholder is purchasing the HF Enterprises Shares for its own account for investment purposes, and not with a view to the distribution thereof in violation of any applicable securities laws; (e) The Shareholder is aware that the HF Enterprise Shares shall be subject to U.S. securities laws, and may only be sold or transferred in accordance with applicable law; (f) No person, corporation or other entity (other than HF Enterprises, pursuant to this Agreement) has any agreement, option or warrant, or any right or privilege (whether by law, pre-emptive or contractual, or whether by means of any exercise, conversion or other right or action) which has the effect of or is capable of becoming an agreement, option or warrant, for the purchase of any of the Company Shares from the relevant Shareholder; (g) Neither the Shareholder nor the Company is party to, bound or affected by or subject to any indenture, mortgage, lease, agreement, instrument, charter or by-law provision, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur as a result of, the consummation of the transactions provided for herein; (h) The Shareholder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement by the Shareholder has been duly authorized by all necessary action on the part of the Shareholder; and this Agreement constitutes the legal, valid and binding obligations of the Shareholder, enforceable against the Shareholder in accordance with its terms; (i) The Company has no material liabilit...

By the Shareholder. Shareholder shall indemnify, save, defend and hold harmless each of the LRA Companies and their respective shareholders, directors, officers, partners, agents and employees (and in the event either of the LRA Companies assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assignee) (collectively, the "LRA Indemnified Parties") from and against any and all costs, lawsuits, losses, Liabilities, deficiencies, claims and expenses, including interest, penalties, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), incurred in connection with or arising out of or resulting from or incident to any breach (or in the event any third party alleges facts that, if true, would mean the Shareholder has breached), of any covenant, warranty or representation made by Shareholder in or pursuant to this Agreement or any other agreement delivered pursuant to this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Shareholder or its Affiliates pursuant to the terms of this Agreement; provided, however, that the Shareholder shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any LRA Indemnified Parties.

By the Shareholder. The Shareholder covenants that, except as otherwise consented to in writing by the Company, from and after the date hereof until the Closing or the earlier termination of this Agreement the Shareholder (i) will use reasonable efforts consistent with past practice to preserve the Assets, (ii) shall not shall not enter into any contract, lease, license, obligation, indebtedness, commitment, purchase or sale relating to the Assets; and (iii) shall not enter into or assume any mortgage, pledge, conditional sale or other title retention agreement, or permit any Lien to be placed upon the Assets.

By the Shareholder. The Shareholder agrees, while this Agreement is in effect, not to (i) take, agree or commit to take any action that would make any representation and warranty of the Shareholder, as applicable, contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) agree or commit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.

By the Shareholder. The Shareholder agrees to indemnify and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Shareholder, but only with respect to information regarding the Shareholder furnished in writing by or on behalf of the Shareholder expressly for inclusion in the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Shares; provided, however, that the liability of the Shareholder shall not be greater in amount than the dollar amount of the proceeds (net of any selling expenses) received by the Shareholder from the sale of the Shares giving rise to such indemnification.

By the Shareholder. To the extent permitted by law, the ------------------ Shareholders will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (collectively, "Company Indemnitees"), against any losses, claims, damages or liabilities (one or several) to which the Company or any such Company Indemnitee may become subject under the Securities Act, the Exchange Act or other federal or state law, but only, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Shareholders, and known by the Shareholders to be furnished, expressly for use in connection with such registration, including without limitation any information furnished by the Shareholders to the Company pursuant to Section 1.4 hereof; and the Shareholders will reimburse any legal or other expenses reasonably incurred by the Company or any such Company Indemnitee as incurred in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, -------- ------- that the indemnity agreement contained in this subsection 1.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Shareholders which consent shall not be unreasonably withheld; and provided further, that the ---------------- total amounts payable in indemnity by the Shareholders under this Section 1.6(b) in respect of any Violation shall not exceed the net proceeds received by the Shareholders in the registered offering out of which such Violation arises.

By the Shareholder. The Shareholder shall indemnify, save and ------------------ hold harmless Parent and Wireless, their affiliates and subsidiaries, and their respective representatives, from and against any and all costs, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), reasonable attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), incurred in connection with, arising out of, resulting from or incident to (1) any breach of any representation or warranty or the inaccuracy of any representation made by the Company or the Shareholder in or pursuant to this Agreement, or (2) any breach of any covenant or agreement made by the Company or the shareholder in or pursuant to this Agreement; provided, however, that Parent and Wireless makes a written claim for -------- ------- indemnification against the shareholder within the applicable survival period.

By the Shareholder. From and after the Share Purchase Closing with respect to the Share Purchases and from and after the Merger Closing with respect to the Merger, the Shareholder shall indemnify and hold the Parent harmless from and against any expenses, loss, liability or damage, including reasonable attorneys’ fees and other out-of-pocket costs and expenses (collectively, “Damages”), incurred or sustained by the Parent resulting from: (i) non-fulfillment of any covenant or the breach of any representation or warranty on the part of the Shareholder or Company contained in this Agreement, (ii) the Shareholder Retained Litigation, as applicable, or (iii) the Shareholder Retained Environmental Liabilities, as applicable, provided that there shall not be any duplicative payments or indemnities by the Shareholder, and provided, further, that any indemnification relating to Tax matters shall be governed solely by Section 7.4. The Shareholder acknowledges and agrees that in respect of its indemnification obligations under Section 11.2.1(i), it shall have no right to seek contribution from the Company from and after the Share Purchase Closing with respect to the Share Purchases and from and after the Merger Closing with respect to the Merger. Each of the Shareholder and the Company acknowledge and agree that the statement of present intention made by the Parent in Section 6.9 shall not give rise to liability to any Person as a result of any actions taken, or omitted to be taken by Parent or any of its Affiliates from and after the Share Purchase Closing Date or Merger Closing Date, as applicable. (a) The following limitations shall apply to the Shareholder’s indemnification obligations: (1) The amount of any Damages incurred by the Parent shall be reduced by the net amount of the Tax benefits realized by the Parent, any member of the Company Group or any other Affiliate of the Parent by reason of such Damage. (2) The amount of any Damages incurred by the Parent shall be reduced by the net amount the Parent, or any member of the Company Group or any other Affiliate of the Parent recovers (after deducting all reasonable attorneys’ fees, out of pocket expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Parent shall use commercially reasonable efforts to effect any such recovery. (3) The Parent shall not be entitled to indemnification for those portions of any Damages (x) that have arisen as a result of any grossly negligent and willfu...