Indemnification by Stockholder. Stockholder shall indemnify, defend and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (i) Stockholder’s failure to comply with the prospectus delivery requirements of the Securities Act or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, that such Loss arises out of or is based upon (x) any untrue statements or omissions based upon information regarding Stockholder furnished in writing to the Company by Stockholder expressly for use therein or to the extent that such information relates to Stockholder or Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Stockholder expressly for use in the Registration Statement, such Prospectus or such form of prospectus or in any amendment or supplement thereto or (y) in the case of an occurrence of an event of the type specified in Sections 4(c)(ii) through 4(c)(iv) or 4(j), the use by Stockholder of an outdated, defective or suspended Prospectus after the Company has notified Stockholder in writing that the Prospectus is outdated, defective or suspended and prior to the receipt by Stockholder of the Advice contemplated in Section 8(c). In no event shall the liability of Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of fraud by Stockholder.
Indemnification by Stockholder. If Registrable Securities held by Stockholder are included in the securities as to which such registration is being effected, Stockholder shall indemnify the Company, each of its officers and directors, each underwriter and each person who controls any underwriter, and each person, if any, who controls the Company or any such underwriter within the meaning of Section 15 of the Securities Act, and each person affiliated with or retained by the Company and who may be subject to liability under any applicable securities laws, against all claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to which they may become subject under the Securities Act or other federal or state law, arising out of or based on:
(a) any untrue statement or alleged untrue statement of a material fact contained in any such registration statement, prospectus, offering circular or other similar document, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Stockholder and stated to be specifically for use therein; and
(b) any legal and other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred.
Indemnification by Stockholder. Subject to the limitations set forth this Section 8.1 and otherwise in this Article VIII, the Stockholder (the “Stockholder Indemnifying Party”), agree to indemnify and hold harmless Parent, the Surviving Entity and their respective directors, officers and Affiliates and their successors and assigns (each a “Parent Indemnified Party”) from and against any and all Losses of the Parent Indemnified Parties, to the extent directly or indirectly resulting or arising from or based upon:
(i) breach of any representation or warranty set forth in Article III; and
(ii) all Taxes to the extent resulting from or relating to the ownership, management or use of and the operation of the Company prior to and including the Closing Date.
Indemnification by Stockholder. In connection with the Registration Statement, Stockholder will furnish to Parent in writing such information, including the name and address of, and the amount of Registrable Securities held by, Stockholder, as Parent reasonably requests for use in such Registration Statement or the related Prospectus and will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 10(a)) Parent or any underwriter, as the case may be, and any of their respective affiliates, directors, officers, agents, trustees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), against any losses, claims, damages, liabilities and expenses resulting from (i) any violation by Stockholder (or its officers, directors, agents, trustees or controlling persons) of any federal or state law, rule or regulation relating to action required of or inaction by Stockholder (or such other person) in connection with its offer and sale of Registrable Securities and (ii) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, such Registration Statement or Prospectus or any amendment or supplement to either of them or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to Stockholder furnished in writing to Parent by Stockholder or its counsel specifically for inclusion therein.
Indemnification by Stockholder. Stockholder agrees to indemnify and hold harmless the Company, its officers and directors, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity made pursuant to clause (x) of Section 7.1 above from the Company to Stockholder, but only with reference to information furnished in writing by or on behalf of Stockholder expressly for use in any registration statement or prospectus relating to shares of Registrable Common Stock, or any amendment or supplement thereto, or any preliminary prospectus.
Indemnification by Stockholder. For a period of one (1) year -------------------------------- following the Closing Date and subject to the limits set forth in this Article 5, the Stockholder and its successors and assigns shall indemnify, defend, reimburse and hold harmless the Buyer Indemnitees, from and against any and all claims, losses, damages, liabilities, obligations, assessments, penalties and interest, demands, actions and expenses (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions) ("Losses") reasonably incurred by any Buyer Indemnitee, arising out of (i) the breach of any representation or warranty made by the Stockholder in Article 2 of this Agreement; or (ii) the breach of any covenant, agreement or obligation of the Stockholder contained in this Agreement or any other Transaction Document. Notwithstanding the one-year time limitation set forth above, the Stockholder's indemnification obligations under this Section 5.1 arising from the breach of any representation or warranty made by the Stockholder (x) in Section 2.12 of this Agreement shall continue until such time as the applicable statute of limitations has expired on the right of the applicable Governmental Authority to legally impose the Tax liability upon which the Buyer Indemnitee's claimed Loss is based; and (y) in Section 2.13 of this Agreement shall continue for a period of two years following the Closing Date. 16 Furthermore, notwithstanding the foregoing or anything else in this Agreement to the contrary, in the event that any Buyer Indemnitee reasonably incurs Losses in connection with the breach of any representation or warranty of the Stockholder regarding Eco Holdings, Eco Ltd. and the Partnership made by the Stockholder in Article 2 of this Agreement, the Stockholder's obligations under this Section 5.1 shall apply to only fifty percent (50%) of such Losses.
Indemnification by Stockholder. Stockholder and InterSystems shall jointly and severally indemnify, defend, protect and hold harmless Compounding Innovation and the Company, each of their respective successors and assigns and each of their respective directors, officers, employees, attorneys, agents and affiliates (each a "Compounding Innovation Indemnified Person"), at all times from and after the date of this Agreement (subject to any limitation on the survival of representations and warranties set forth in Section 8.1) against all losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses ("Losses") (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation ("Legal Expenses")) based upon, resulting from or arising out of (a) any inaccuracy or breach of any representation or warranty of Stockholder or InterSystems contained in this Agreement (it being understood that, notwithstanding anything to the contrary contained in this Agreement, to determine if there has been an inaccuracy or breach of a representation or warranty of Stockholder or InterSystems and the Losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy "in all material respects" or accuracy except to the extent the inaccuracy will not have a "Material Adverse Effect") and (b) the breach by Stockholder or InterSystems of, or the failure by Stockholder or InterSystems to observe, any of the covenants or other agreements contained in this Agreement; provided, however, that Compounding Innovation shall have no recourse against the Stockholder or InterSystems unless and to the extent the aggregate amount of its claims under this Agreement exceeds $50,000. Stockholder's and InterSystems' aggregate liability in respect of all claims for breach of representations and warranties shall not exceed $700,000 in the aggregate.
Indemnification by Stockholder. Stockholder hereby indemnifies and holds harmless Metrisa and Metrisa GmbH and the respective officers and directors of Metrisa and Metrisa GmbH from and against any and all claims, liabilities, obligations, costs, damages, losses and expenses of any nature arising out of or resulting from any breach of the representations, warranties or covenants of the Subsidiary contained in this Agreement that relate to the Subsidiary or the portion of the Business conducted through the Subsidiary, or any liabilities relating to the Subsidiary which are not included within the Assumed Liabilities (regardless of whether information with respect thereto is set forth on a Schedule or Exhibit hereto), and all costs and expenses (including reasonable attorneys' fees) incurred in connection with the foregoing.
Indemnification by Stockholder. Stockholder shall indemnify and hold harmless the Company, its officers, directors, employees and 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 Stockholder, but solely with reference to information in conformity with and related to Stockholder furnished in writing by Stockholder expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Stockholder shall also indemnify and hold harmless any Underwriter of the Registrable Securities, their officers, directors, partners, members and agents and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 5.2; provided, however, that in no event shall any indemnity obligation under this Section 5.2 exceed the dollar amount of the net proceeds actually received by Stockholder from the sale of Registrable Securities, which gave rise to such indemnification obligation under such registration statement or prospectus.
Indemnification by Stockholder. In connection with any Registration Statement in which Stockholder is participating, Stockholder agrees to indemnify, to the fullest extent permitted by law, the Company and each affiliate, employee, counsel, agent, representative, director or officer of the Company and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against, and hold it harmless from, any Losses arising out of or based upon any Misstatement/Omission contained in the Registration Statement, if and to the extent that such Misstatement/Omission arose out of or was based upon information furnished in writing by Stockholder for use therein. The obligation of Stockholder to indemnify will be limited to the net amount of proceeds (net of payment of all expenses) received by Stockholder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.
