Common use of Indemnification by Acquiror Clause in Contracts

Indemnification by Acquiror. Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders harmless from and against all Damages asserted against or incurred by him arising out of or resulting from: 13.2.1 a material breach by Acquiror of any representation, warranty or covenant of Acquiror contained herein or in any Schedule or certificate delivered by it hereunder; 13.2.2 any liability under the Securities Act, the Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Acquiror, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, arising out of or based upon any omission or alleged omission to state therein a material fact relating to Acquiror, required to be stated therein or necessary to make the statements therein not misleading.

Indemnification by Acquiror. Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders harmless from and against all Damages asserted against or incurred by him them arising out of or resulting from: 13.2.1 a material breach by Acquiror of any representation, warranty or covenant of Acquiror contained herein or in any Schedule or certificate delivered by it hereunder;; and 13.2.2 any liability under the Securities Act, the Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Acquiror, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, arising out of or based upon any omission or alleged omission to state therein a material fact relating to Acquiror, required to be stated therein or necessary to make the statements therein not misleading.

Indemnification by Acquiror. Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders Stockholder harmless from and against all Damages asserted against or incurred by him arising out of or resulting from: 13.2.1 a material breach by Acquiror of any representation, warranty or covenant of Acquiror contained herein or in any Schedule or certificate delivered by it hereunder;; and 13.2.2 any liability under the Securities Act, the Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to AcquirorAcquiror or any other Target Company, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, arising out of or based upon any omission or alleged omission to state therein a material fact relating to Acquiror, required to be stated therein or necessary to make the statements therein not misleading.

Indemnification by Acquiror. Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders harmless from and against all Damages asserted against or incurred by him arising out of or resulting from: 13.2.1 a material breach by Acquiror of any representation, warranty or covenant of Acquiror contained herein or in any Schedule or certificate delivered by it hereunder;; and 13.2.2 any liability under the Securities Act, the Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Acquiror, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, arising out of or based upon any omission or alleged omission to state therein a material fact relating to Acquiror, required to be stated therein or necessary to make the statements therein not misleading.

Indemnification by Acquiror. Subject to the terms and conditions of this Article XIII, Acquiror shall indemnify, defend and hold the Stockholders Stockholder harmless from and against all Damages asserted against or incurred by him arising out of or resulting from: 13.2.1 a material breach by Acquiror of any representation, warranty or covenant of Acquiror contained herein or in any Schedule or certificate delivered by it hereunder;; and 13.2.2 any liability under the Securities Act, the Exchange Act or any other federal or state "Blue Sky" or securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Acquiror, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, arising out of or based upon any omission or alleged omission to state therein a material fact relating to Acquiror, required to be stated therein or necessary to make the statements therein not misleading. 13.2.3 unless subject to indemnification under Section 13.1, any and all liabilities or obligations of the Company (except liabilities or obligations arising in connection with this Agreement and the transactions contemplated hereby) known and unknown, fixed and contingent, whether now in existence or incurred after the Closing Date.