Indemnification by Holdings. IHS shall cause Holdings, without limitation as to time, to indemnify and hold harmless, to the fullest extent lawful, each Management Stockholder (and each Permitted Transferee of such Management Stockholder) who owns shares of Restricted Holdings Common Stock that are covered by a registration statement or a prospectus, and the agents of such Management Stockholder (or such Permitted Transferee, and each director, officer or employee, if any, of such Permitted Transferee, and each Person, if any, who controls such Permitted Transferee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, employees or agents of any such controlling Persons), and from and against any and all Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such registration statement or prospectus, or in any amendment or supplement thereto, or in any preliminary prospectus, or arising out of or based upon any 155 omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are based upon information furnished in writing to Holdings by or on behalf of such Management Stockholder (or such Permitted Transferee) expressly for use therein; provided, however, that Holdings shall not be liable to such Management -------- ------- Stockholder (or such Permitted Transferee) to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) having previously been furnished by or on behalf of Holdings with copies of the final prospectus, such Management Stockholder (or such Permitted Transferee) failed to send or deliver a copy of the final prospectus with or prior to the delivery of written confirmation of the sale of shares of Restricted Common Stock by such Management Stockholder (or such Permitted Transferee) to the Person asserting the claim from which such Losses arise and (ii) the final prospectus would have corrected in all material respects such untrue statement or alleged untrue statement or such omission or alleged omission; and provided further, however, -------- ------- ------- that Holdings shall not be liable in any such case to the extent that any such Losses arise out of or are based upon an untrue statement or alleged untrue s...
Indemnification by Holdings. Holdings shall indemnify and hold harmless the Purchaser from and against any and all loss, cost or expense, including any losses, liabilities, penalties, fines, forfeitures, fees (including reasonable attorneys’ fees) and related costs, judgments, and any other costs, including any costs of enforcement, incurred or suffered as a result of, or related to, (i) any breach by the Seller of any of its representations, warranties or covenants in this Agreement (other than Sections 3, 6(c), 6(e) and 9 hereof and any other provisions hereof requiring the payment of any amount by the Seller) or (ii) the invalidity or otherwise unenforceability of the guaranty provided for under, or any other provisions of, Section 20, including the waiver of any defenses provided for pursuant to Section 20, or for any limitations on the recovery or timing of amounts in connection with the attempted enforcement of the guaranty.
Indemnification by Holdings. Notwithstanding any other provision of this Agreement, Holdings shall indemnify Parent from and against and in respect of any and all Losses incurred by Parent, which may be imposed on, sustained, incurred or suffered by or assessed against Parent, directly or indirectly, to the extent relating to or arising out of:
(i) any liability for Taxes imposed on any of the Bison Subsidiaries for any taxable year or period that begins after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning the day after the Closing Date;
(ii) any liability for Taxes imposed on Permali or Xxxxxxx for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of Section 5.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(j) has previously been paid as a result of the application of such accrual or reserve for Taxes;
(iii) the Ownership Percentage of any liability for Taxes imposed on Plascar or TATB for any taxable year or period that ends on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period deemed to end on and include the Closing Date, but only to the extent of the Ownership Percentage of the accrual or reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) recorded in December 30, 2000 Statement of Net Assets to be Sold, as adjusted to take into account the extent to which (A) Parent's indemnification for a liability for Taxes pursuant to any clause of Section 5.8(i) has previously been reduced or eliminated as a result of the application of such accrual or reserve for Taxes and (B) Holdings' indemnification for a liability for Taxes pursuant to any clause of this Section 5.8(j) has previously been paid as a result of the application of such...
Indemnification by Holdings. Effective upon Closing, HOLDINGS shall defend, indemnify and hold harmless MLP and its Affiliates, and all of its and their directors, officers, employees, partners, members, contractors, agents, and representatives (collectively, the “MLP Indemnitees”) from and against any and all Losses asserted against, resulting from, imposed upon or incurred by any of the MLP Indemnitees as a result of or arising out of:
(a) the breach of any of the representations or warranties under ARTICLE IV (other than Sections 4.1, 4.2, 4.5, 4.12 and 4.18),
(b) to the extent and subject to any limitations contained in the Mobil Agreement, those matters set forth on Schedule 10.2(b);
(c) the breach of any of the representations or warranties under Sections 4.1, 4.2, 4.5, 4.12 and 4.18 or the covenants or agreements of HOLDINGS contained in this Agreement; and
(d) any Reserved Liabilities.
Indemnification by Holdings. Subject to the limitations set forth in this Agreement, Holdings agrees to indemnify and defend the Rhino Group and its respective Representatives (other than any such Representative that is also a Representative of Holdings) (collectively, the “Rhino Related Parties”) against, and hold each of them harmless from, any and all Losses that may be suffered, sustained or incurred by any Rhino Related Party or asserted against any Rhino Related Party as a result of, arising out of, in connection with or in any way related to (i) the breach or inaccuracy of any of the representations or warranties of Holdings contained herein or in any of the Transaction Documents or (ii) the breach of any covenant or agreement of Holdings contained herein or in the Transaction Documents; provided, however, that such claim for indemnification relating to a breach of any representation, warranty, covenant or agreement is made prior to the expiration of such representation or warranty (it being understood that for purposes of determining when an indemnification claim has been made, the date upon which a Rhino Related Party has given notice (stating in reasonable detail, to the extent known, the basis of the claim for indemnification) to Holdings shall constitute the date upon which such claim has been made).
Indemnification by Holdings. Holdings and PHL will, and hereby agree to, indemnify and hold harmless and, subject to Section 4.3 below, defend (in the same manner and to the same extent as set forth in Section 4.1 above), and cause each of their Affiliates who is listed as a selling shareholder in the Prospectus to so indemnify, hold harmless and defend, the Company and the Company's officers, directors, employees, agents, representatives and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any such untrue statement or alleged untrue statement in, or any such omission or alleged omission from, the Registration Statement, any Prospectus, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by Holdings, PHL or any of their Affiliates from time to time specifically for use in the Registration Statement, the Prospectus, and any such amendment or supplement thereto. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or any other Person and shall survive the transfer of such securities by Holdings and PHL. The liability of an indemnifying party under this Section 4.2 shall be limited to the amount of the net proceeds received by such indemnifying party upon the resale of any Registrable Shares pursuant to the Registration Statement creating such liability.
Indemnification by Holdings. Except as provided in Section 9.4 and Section 9.5, Holdings shall, and, in the case of Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.3(d), shall in addition cause any other Appropriate Member of the Matson Group to, indemnify, defend and hold harmless the A&B Indemnitees from and against any and all Losses of the A&B Indemnitees relating to, arising out of or resulting from any of the following (without duplication):
(a) any Matson Liability, including the failure of any member of the Matson Group or any other Person to pay, perform or otherwise promptly discharge any Matson Liabilities in accordance with their respective terms, whether prior to, at or after the Distribution Time;
(b) ABHI-Xxxxxxxx to the extent such Losses are not subject to Section 9.2(b);
(c) any amounts required to be reimbursed by New A&B to XL pursuant to the Auto Liability, General Liability or State Act Mainland Workers’ Compensation Programs listed on Section 7.1(b)(ii) of the Disclosure Schedule to the extent such reimbursement is related to losses of any member of the Matson Group;
(d) any breach by any member of the Matson Group of any provision of this Agreement or of any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and
(e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, solely with respect to information regarding any member of the Matson Group provided by any member of the Matson Group in writing to New A&B expressly for inclusion in the Registration Statement or the Information Statement;
Indemnification by Holdings. Holdings shall indemnify Associates, Inc. and its officers, employees, agents, subsidiaries and affiliates against, and agrees to hold each of them harmless from, any and all liabilities, losses, costs, damages, penalties or expenses (including reasonable attorneys' fees and expenses and costs of investigation and litigation) (collectively, "Losses") suffered by any of them arising out of or relating to any breach of, or inaccuracy in, any representation or warranty or any failure to perform any covenant made by Holdings pursuant to this Agreement.
Indemnification by Holdings. Holdings shall indemnify and hold harmless Purchaser and its Affiliates, directors, officers, advisors, agents and employees (the "Purchaser Indemnified Parties") to the fullest extent lawful, from and against any and all demands, losses, damages, penalties, claims, liabilities, obligations, actions, causes of action, and reasonable expenses (including without limitation, costs of investigating, preparing or defending any such claim or action and reasonable legal fees and expenses) (collectively, "Losses"), arising by reason of or resulting from any breach of any warranty, representation, covenant or agreement of Holdings contained in this Agreement or in any certificate delivered pursuant thereto; provided, however, that no Purchaser Indemnified Party shall be entitled to indemnification by Holdings hereunder with respect to any Losses arising solely from the bad faith or gross negligence (as finally determined by a court of competent jurisdiction) of such Purchaser Indemnified Party or any Affiliate, director, officer, agent, or employee of such Purchaser Indemnified Party.
Indemnification by Holdings. From and after the Closing Date, Holdings shall indemnify, defend and hold harmless (a) the Cantor Indemnitees, (b) the U.S. Opco Indemnitees, and (c) the Global Opco Indemnitees, from and against any and all Indemnifiable Losses of such Persons to the extent relating to, arising out of or resulting from (without duplication) any breach of any covenant or agreement of Holdings made in this Agreement.
