by the Stockholder. The Stockholder shall, and shall use reasonable best efforts to cause its Representatives to, immediately cease any and all existing discussions or negotiations with any Persons conducted heretofore with respect to any Acquisition Proposal.
by the Stockholder. The Stockholder shall, and shall cause its Subsidiaries, and each shall use reasonable best efforts to cause their respective Representatives, to immediately cease any and all existing discussions or negotiations with any Persons conducted heretofore with respect to any Takeover Proposal. Notwithstanding the foregoing, nothing herein shall limit or affect any actions taken by the Stockholder (or any affiliated officer or director of the Company) in compliance with the Merger Agreement, including taking any of the foregoing actions that would be permitted to be taken by the Company pursuant to the Merger Agreement.
by the Stockholder. The Stockholder shall not enter into any letter of intent or similar document or any agreement contemplating or otherwise relating to an Acquisition Proposal unless and until this Agreement is terminated pursuant to its terms.
by the Stockholder. In connection with any registration statement filed by the Company pursuant to Section 2.1 or 2.2 in which shares of Registrable Common Stock are registered for sale, the Stockholder shall, and hereby agrees to, indemnify and hold harmless to the fullest extent permitted by law the Company and each of its directors, officers, employees, agents, Affiliates and each other Person, if any, who controls (within the meaning of the Exchange Act) the Company (each, a “Stockholder Indemnitee”), against all Losses insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Offering Document or 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 light of circumstances in which they were made not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made by the Company in reliance upon and in conformity with information furnished to the Company in a writing duly executed by the Stockholder specifically stating that it is expressly for use therein; provided, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of the net proceeds (after giving effect to underwriting discounts and commissions) received by the Stockholder in the sale of Registrable Common Stock giving rise to such liability. The foregoing indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholder Indemnitee and shall survive the transfer of such securities by such indemnifying party.
by the Stockholder. (a) The Stockholder agrees to indemnify, defend and hold harmless the Purchaser from and against (i) any and all liabilities, debts, obligations, losses, damages, deficiencies, claims, actions, suits, proceedings, demands, assessments, Taxes, customs obligations, penalties, interest or any other costs, orders and judgments (whether known or unknown, fixed, contingent, accrued, absolute or otherwise), joint or several, to which the Purchaser (and after the Closing, the Companies) may become subject ("LOSSES"), arising out of (A) any inaccuracy in any representation or warranty by the Stockholder in this Agreement, (B) any breach or default in the performance or observance by the Stockholder of any of the covenants or agreements which it is to perform or observe hereunder, (C) any brokerage, finder's fee or the like incurred as a result of the actions of the Stockholder in connection with the transactions herein contemplated, or (D) the Actions described in clauses (i) through (viii) of Section 4.13(a); and (ii) any and all actual costs, fees and expenses (including, without limitation, reasonable legal and accounting fees) related to, resulting from or arising out of any of the foregoing.
(b) The Stockholder shall not be liable hereunder for any claims made by the Purchaser pursuant to Section 7.1(a)(i)(A) or 7.1(a)(i)(D) to the extent it requires indemnification for items under 4.13(a)(iv) for something which is also a breach of a representation and warranty hereof after eighteen (18) months from the Closing Date, except that there shall be no limitation (other than the applicable statute of limitations) on the time within which a claim may be made by the Purchaser (i) pursuant to Section 7.1(a)(i)(A) with respect to a breach of Section 3.2(a), Section 3.3(a), (b) and (d), the second sentence of Section 3.8(c), Section 3.13, Section 3.15, Section 3.17, Section 3.27 or Section 3.29 hereof, (ii) pursuant to Section 7.1(a)(i)(B), (C) or (D) to the extent it requires indemnification for items under 4.13(a)(iv) for something which is not a breach of a representation and warranty hereof , or Section 7.1(a)(ii) (to the extent such costs, fees and expenses relate to any of the above extended items) or (iii) with respect to any fraudulent act or omission by the Stockholder.
by the Stockholder. The Stockholder represents and warrants to TMI that all the following representations and warranties in this Article III are true and correct:
(a) (i) the Stockholder will be acquiring the shares of TMI Common Stock included in the Merger Consideration solely for the Stockholder's account, for investment purposes only and with no current intention or plan to distribute (other than as specifically contemplated in Section 11.02), sell or otherwise dispose of any of those shares in connection with any distribution; (ii) the Stockholder is not a party to any agreement or other arrangement for the disposition of any shares of TMI Common Stock other than this Agreement, the Escrow Agreement, the Stockholders Agreement, the Registration Rights Agreement and as specifically contemplated in Section 11.02; (iii) the Stockholder is an "accredited investor" as defined in Securities Act Rule 501 (a); (iv) the Stockholder (A) is able to bear the economic risk of an investment in the TMI Common Stock to be acquired by the Stockholder pursuant to this Agreement, (B) can afford to sustain a total loss of that investment, (C) has such knowledge and experience in financial and business matters that the Stockholder is capable of evaluating the merits and risks of the proposed investment in the TMI Common Stock, (D) has had an adequate opportunity to ask questions and receive answers from the officers of TMI concerning any and all matters relating to the transactions contemplated by this Agreement, including the background and experience of the current and proposed officers and directors of TMI, the plans for the operations of the business of TMI, the business, operations and financial condition of the Other Founding Companies and any plans of TMI for additional acquisitions, and (E) has asked all questions of the nature described in preceding clause (D), and all those questions have been answered to his or her satisfaction;
(b) the Trustee is the duly named and serving trustee of the Trust, the execution and delivery of this Agreement and the other Transaction Documents on behalf of the Trust are within the powers of the Trustee, and the performance by the Stockholder of this Agreement and each of the other Transaction Documents is within the powers and purposes of the Stockholder under all Plan Documents, true and correct copies of all of which have been delivered to TMI;
(c) neither the execution, delivery nor performance by the Stockholder of this Agreement or any other Tr...
by the Stockholder. From and after the Closing Date, the Stockholder shall defend, indemnify and hold harmless AUGI, as the Surviving Corporation, and the officers, directors, agents, representatives, and controlling persons of AUGI (all of the foregoing, the "AUGI Group") from, against and in respect of any and all claims, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees (collectively, "Losses") that the AUGI Group may incur, sustain or suffer as a result of any breach of, or failure by the Corporation or the Stockholder to perform, any of the representations, warranties, covenants or agreements of the Corporation or the Stockholder contained in this Agreement or in any Exhibit or any Schedule(s) furnished by or on behalf of the Corporation or the Stockholder(s) under this Agreement.
by the Stockholder. In connection with the transactions provided for hereby, the Stockholder, represents, warrants and covenants, as applicable, to the Company as of the Effective Date as follows:
by the Stockholder. The Stockholder agrees that the rights and remedies for non-compliance with this Section 6(a) shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Acquiror and that money damages would not provide an adequate remedy to Acquiror. Notwithstanding the foregoing, the Stockholder shall have no obligation to notify Acquiror of the receipt of any Company Acquisition Proposal by the Stockholder if the Company also receives such Company Acquisition Proposal.
by the Stockholder. To the extent permitted by law, the Stockholder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Stockholder Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any final prospectus contained therein or any amendments or supplements thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent (and only to the extent) that such Stockholder Violation occurs in reliance upon and in conformity with written information furnished by the Stockholder expressly for use in connection with such registration; and the Stockholder will pay when incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this subsection 4.2, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 4.2 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 Stockholder, which consent shall not be unreasonably withheld; provided that in no event shall any indemnity under this subsection 4.2 exceed the gross proceeds from the offering received by the Stockholder.
