Common use of Indemnification and Payment of Damages by Shareholders Clause in Contracts

Indemnification and Payment of Damages by Shareholders. The Shareholders will indemnify and hold harmless the Buyer and its respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Employment Agreement (Drugmax Com Inc)

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Indemnification and Payment of Damages by Shareholders. The Shareholders Shareholders, jointly and severally, will indemnify and hold harmless the Buyer Buyer, the Acquired Company, and its their respective Representativesrepresentatives, stockholdersshareholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (NexHorizon Communications, Inc.)

Indemnification and Payment of Damages by Shareholders. The Shareholders Shareholders, jointly and severally, will indemnify and hold harmless Purchaser, the Buyer Company, and its their respective Representatives, stockholdersShareholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), to the extent such Damages exceed any then currently existing insurance coverage, arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (United Stationers Supply Co)

Indemnification and Payment of Damages by Shareholders. The Shareholders Subject to Section 8.3 of this Agreement, each Shareholder and the Company will indemnify and hold harmless the Buyer Parent, MergerSub, and its their respective Representatives, stockholdersshareholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rf Monolithics Inc /De/)

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Indemnification and Payment of Damages by Shareholders. The Shareholders Jointly and severally will indemnify and hold harmless the Buyer Purchaser, and its respective Representatives, stockholdersshareholders, controlling persons, and affiliates Affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, of any loss, liability, claim, damage (including incidental and consequential damagesall damages to which such party is entitled under applicable laws), or expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: 1 Stock Purchase Agreement (Eye Care Centers of America Inc)

Indemnification and Payment of Damages by Shareholders. The In accordance with Section 10.6, Shareholders will indemnify and hold harmless Buyer, the Buyer Surviving Corporation (from and its after the Closing) and their respective Representatives, stockholders, controlling persons, Representatives and affiliates Affiliates (collectively, the "Indemnified PersonsINDEMNIFIED PERSONS") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), after taking into account any insurance proceeds collected by the Company, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "DamagesDAMAGES"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imco Recycling Inc)

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