Company's Indemnification. The Company will indemnify and hold harmless BH and Kirk Xxxxxx xxx Jeff Xxxxxx, xxdividually, from and against any and all losses, claims, damages, expenses, liabilities, or actions to which any of them may become subject under applicable law (including the Securities Act and the Securities Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of material fact contained in any application or statement filed with a governmental body or arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company expressly for use therein. The indemnity agreement contained herein shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of BH, Kirk Xxxxxx xxx Jeff Xxxxxx xxx shall survive the consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Zevex International Inc), Stock Purchase Agreement (Zevex International Inc)
Company's Indemnification. The Company will indemnify and hold harmless BH and Kirk Xxxxxx xxx Jeff Xxxxxx, xxdividuallyindividually, from and against any and all losses, claims, damages, expenses, liabilities, or actions to which any of them may become subject under applicable law (including the Securities Act and the Securities Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of material fact contained in any application or statement filed with a governmental body or arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company expressly for use therein. The Subject to Section 5.07 herein, the indemnity agreement contained herein shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of BH, Kirk Xxxxxx xxx Jeff Xxxxxx xxx shall survive the consummation of the transactions contemplated by this AgreementXxxxxx.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Zevex International Inc), Stock Purchase Agreement (Zevex International Inc)
Company's Indemnification. The Company Company, its officers and ------------------------- directors, Seller and its officers and directors will indemnify and hold harmless BH and Kirk Xxxxxx xxx Jeff Xxxxxx, xxdividually, Buyer from and against any and all losses, claims, damages, expenses, liabilities, or actions to which any of them may become subject under applicable law (including the Securities Act and the Securities Exchange Act) and will reimburse them for any legal or other expenses reasonably incurred by them in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of material fact contained in any application or statement filed with a governmental body or arising out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing by the Company expressly for use therein. The indemnity agreement contained herein shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of BH, Kirk Xxxxxx xxx Jeff Xxxxxx xxx Buyer and shall survive the consummation of the transactions contemplated by this Agreement. The Company and Seller shall have their officers and directors sign a separate indemnification agreement indemnifying Buyer for any and all liabilities, judgments or obligations of the Company which arise in the future but which were not listed on exhibit "B" setting forth all liabilities, judgments and obligations of the Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (Abss Corp)