Indemnification by Selling Shareholders Clause Samples
The "Indemnification by Selling Shareholders" clause requires the shareholders who are selling their shares to compensate or protect the buyer or company from certain losses or liabilities that may arise after the sale. Typically, this clause applies if the selling shareholders have breached representations or warranties, or if there are undisclosed liabilities related to the shares or the company. Its core function is to allocate risk by ensuring that the buyer is not unfairly burdened by issues that originated before the transaction, thereby promoting fairness and trust in the sale process.
Indemnification by Selling Shareholders. (i) Each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless the Underwriter, its Affiliates and selling agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above and in Section 6(e) and Section 6(f); provided that each Selling Shareholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Selling Shareholder Information; provided, further, that the liability under this subsection of each Selling Shareholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Shareholder from the sale of Securities sold by such Selling Shareholder hereunder.
(ii) Each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless the Company, its Affiliates and selling agents and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to the Underwriter; provided that each Selling Shareholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Selling Shareholder Information; provided, further, that the liability under this subsection of each Selling Shareholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Shareholder from the sale of Securities sold by such Selling Shareholder hereunder
Indemnification by Selling Shareholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Shareholder, severally and not jointly, will indemnify and hold harmless Aspen, each of its directors and officers and each underwriter (if any) and each person, if any, who controls Aspen or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which Aspen, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if and to the extent that the statement or omission was made in reliance upon and in conformity with information relating to such Selling Shareholder furnished in writing to Aspen by or on behalf of such Selling Shareholder specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Shareholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Shareholder of Registrable Shares sold in connection with such registration.
Indemnification by Selling Shareholders. From and after the Closing (but subject to Section 10.1), the Selling Shareholders (the “Indemnitors”), jointly and severally, shall, subject to the limitations set forth in Section 10.3, hold harmless and indemnify each of the Indemnitees from and against, and shall pay and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become obligated (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with:
(a) any inaccuracy in or breach of any representation or warranty made by a Selling Shareholder in this Agreement as at the date of this Agreement (in each case, without giving effect to any update of or modification to the Disclosure Schedule made or purported to have been made after the date of this Agreement);
(b) any inaccuracy in or breach of any representation or warranty made by a Selling Shareholder in this Agreement as if such representation or warranty were made on and as at the Closing Date or in the Closing Certificate or the Acquisition Consideration Certificate (in each case, without giving effect to any update of or modification to the Disclosure Schedule made or purported to have been made after the date of this Agreement);
(c) any breach of any covenant or obligation of a Selling Shareholder in this Agreement;
(d) any Transferred Real Property or any past, current or future use, ownership or transfer of any Transferred Real Property or any claim of any nature relating to any Transferred Real Property or any such use, ownership or transfer, including any Liability which arises from or as a result of, or is connected with: (i) the presence of any Materials of Environmental Concern at any Transferred Real Property; or (ii) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Materials of Environmental Concern (whether lawfully or unlawfully) by or on behalf of any of the Acquired Companies on or at any Transferred Real Property; provided, however, that, except to the extent provided in the Lease-Back Agreement, the obligations of the Selling Shareholders specified in this Section 10.2(d) shall not subsist with regard to Damages which arise or result from actions taken by any Acquired Company after the Closing in connection with the operation by such Acq...
Indemnification by Selling Shareholders. It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities of any Selling Shareholder that the Company shall have received from such Selling Shareholder an undertaking, reasonably satisfactory to the Company and its counsel, to indemnify and hold harmless, on a several but not joint basis, (in the same manner and to the same extent as set forth in Section 3.1) the Company, each director of the Company, each officer of the Company who shall sign the registration statement, any person who controls the Company within the meaning of the Securities Act, and each other Selling Shareholder (i) with respect to any statement or omission from such registration statement, or any amendment or supplement to it, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through a written instrument duly executed by such Selling Shareholder specifically for use in the preparation of such registration statement or amendment or supplement, and (ii) with respect to compliance by such Selling Shareholder with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement.
Indemnification by Selling Shareholders. Each Selling Shareholder agrees, severally and not jointly, to indemnify and hold harmless each U.S. Underwriter, each person, if any, who controls any U.S. Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or any Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished or confirmed in writing to the Company by or on behalf of such Selling Shareholder expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or Prospectus (or any amendment or supplement thereto); provided, -------- that the aggregate liability of any Selling Shareholder pursuant to this paragraph (b) shall be limited to an amount equal to the net proceeds (before deducting expenses) received by such Selling Shareholder from the sale of Securities.
Indemnification by Selling Shareholders. Subject to the provisions of --------------------------------------- Section
10.01 the Selling Shareholders shall indemnify, defend and hold Green Fusion and its respective officers, directors, employees and representatives harmless against any and all losses, costs and expenses (including reasonable cost of investigation, court costs and legal fees actually incurred) and other damages resulting from any breach by the Selling Shareholders of any of their respective covenants, obligations, representations or warranties or breach or untruth of any representation, warranty, fact or conclusion contained in this Agreement or any certificate or document of House of Brussels or the Selling Shareholders delivered pursuant to this Agreement. Provided that the liability of each Selling Shareholder in respect of any breach not directly attributable to such Selling Shareholder shall be several, and not joint and several, in proportion to such shareholder's interest in House of Brussels.
Indemnification by Selling Shareholders. 32 4.3 Right to Require Cure of Breach...................................... 32 4.4
Indemnification by Selling Shareholders. 46 11.3 Threshold........................................................47
Indemnification by Selling Shareholders. Subject to the other terms and conditions of this ARTICLE X, the Selling Shareholders, severally and not jointly, shall indemnify the Buyer Indemnities against, and shall hold each of them harmless from and against, any and all moneys appropriately expended to satisfy any such indemnifiable Losses incurred by any of the Buyer Indemnitees as a result of:
(a) breach of any of the representations or warranties of the Selling Parties contained in ARTICLE VI of this Agreement.
(b) any breach or non-fulfillment by the indemnifying Selling Shareholder of any covenants set forth in ARTICLE VII to be performed by such Selling Shareholders pursuant to this Agreement. For clarification, any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation, of a Selling Shareholder shall only be indemnified on a several, and not joint, basis by the breaching Selling Shareholder, and the other Selling Shareholders shall have no liability or obligations in regard to any of such breaches by other Selling Shareholders.
Indemnification by Selling Shareholders. From and after Closing, the selling shareholders set forth in Exhibit 7.1, who, together with their subsidiaries, other corporate affiliates, and immediate families, are all the holders of 10% or more of the Auric Common Stock ("Principal Shareholder") all jointly and severally indemnify and hold harmless Freedom, its officers and directors, employees, agents and representatives and any person claiming by or through any of them, from and against any and all losses and related expenses arising out of or resulting from:
(a) any representations and warranties of Auric in this Agreement not being true and accurate when made or when required by this Agreement to be true and accurate; or
(b) any failure by Auric to perform any of its covenants, agreements or obligations in this Agreement.