INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS Sample Clauses

INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. Subject to the conditions and limitations expressed in this Section 12, the Stockholders, severally but not jointly, and the Company (but the Company’s indemnification obligations under this Section 12 shall expire on the Closing) shall indemnify, defend and hold harmless Buyer and Merger Sub and the Surviving Corporation, and each of their respective officers, directors, employees, agents, representatives and their successors and assigns (each a “Buyer Indemnified Party” or, collectively, “Buyer Indemnified Parties”) from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs and expenses, including reasonable attorney’s fees and court costs, except for attorney’s fees and court costs related to the Zeiss Matter described in Schedule 12.1.4 (“Loss”, or “Losses”), sustained or incurred by a Buyer Indemnified Party, arising out of or caused by, directly or indirectly, any of the following: 12.1.1 Any misrepresentation, breach or failure of any warranty or representation made by the Company in or pursuant to this Agreement. 12.1.2 Any failure or refusal by the Company to satisfy or perform any covenant, term or condition of this Agreement or any agreement to be executed and delivered pursuant to this Agreement that is required to be satisfied or performed by the Company. 12.1.3 Any deficiency, adjustment or assessment for Taxes made against or imposed upon the Company (or any of its predecessors or successors) with respect to any period ending on or before the Closing Date that is not accrued on the Closing Balance Sheet, other than Taxes attributable to the Merger, which, for the avoidance of doubt, shall include any Taxes arising from the Merger, including the failure of the Merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, other than such Taxes arising as a result of actions taken by any Stockholder not expressly contemplated by this Agreement. The right of the Buyer Indemnified Parties to indemnification under this Section 12.1.3 shall not be affected by the fact that such deficiency, adjustment or assessment is made against or imposed upon the Buyer Indemnified Parties as a result of the fact that, after the Closing Date, the Surviving Corporation shall be included in the consolidated federal income tax returns filed by the Buyer. 12.1.4 The Zeiss Matter, as and to the extent set forth on Schedule 12.1.4 hereto. 12.1.5 Any claims by any Stockholder, holder of...
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INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. Subject to the terms and conditions of this Article XIV, the Company and the Stockholders agree to indemnify, defend and hold APP and the Surviving Corporation and their respective directors, officers, stockholders, employees, agents, attorneys, consultants and Affiliates harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses (including, without limitation, all costs of experts and all costs incidental to or in connection with any appellate process) (collectively, "Damages") asserted against or incurred by such individuals and/or entities arising out of or resulting from: (a) a breach by the Company or any Stockholder of any representation or warranty (without giving effect to any Material Adverse Effect qualifier contained as part of any such representation or warranty) or covenant of the Company or any Stockholder contained in this Agreement or in any Disclosure Schedule or certificate delivered thereunder; (b) any violation (or alleged violation) by the Company and/or any of its past or present directors, officers, partners, Stockholders, employees (including, without limitation, any Physician Employee), agents, attorneys, consultants and Affiliates of any state or federal law governing health care fraud and abuse or prohibition on referral of patients to Persons in which a licensed professional has a financial or other form of interest (including, but not limited to, fraud and abuse in the Medicare and Medicaid Programs) occurring on or before the Closing Date, or any overpayment or obligation (or alleged overpayment or obligation) arising out of or resulting from claims submitted to any Payor on or before the Closing Date; and (c) 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 of material fact in any Registration Statement or any prospectus forming or part thereof, or any amendment thereof or supplement thereto relating to the Company (including any Company Subsidiary) or failure to state information necessary to make the statements required to be stated therein not misleading arising solely from information provided in writing to APP or its counsel by the Company or any Stockholder or their agents specifically for inclusion in any such Registration Statement or any prospectus forming a p...
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INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. (a) Subject to SECTION 8.03 and SECTION 9.01(b), from and after the Closing, the Company and each Stockholder agree, jointly and severally, to indemnify, defend and save TMP, the Surviving Corporation and their Affiliates, and each of their respective officers, directors, employees, agents, employee benefit plans and fiduciaries, plan administrators or other parties dealing with any such plans (each, an "INDEMNIFIED TMP PARTY"), harmless from and against, and to promptly pay to an Indemnified TMP Party or reimburse an Indemnified TMP Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise) (individually a "LOSS" and collectively, the "LOSSES") sustained or incurred by any Indemnified TMP Party relating to, resulting from, arising out of or otherwise by virtue of (i) any misrepresentation or breach of a representation or warranty made herein by the Company or any Stockholder, (ii) any non-compliance with or breach by the Company or any Stockholder, or any Affiliate of the Company or any Stockholder, of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by the Company, any Stockholder, or any Affiliate of the Company or any Stockholder, (iii) allegations by a third party that is not an Indemnified TMP Party which, if true, would constitute a misrepresentation or breach of a representation or warranty made herein by the Company or any Stockholder or non-compliance with or breach by the Company or any Stockholder of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by any Stockholder, the Company or any or their respective Affiliates, (iv) any claims, suits, actions, complaints, allegations or demands which have been or may be brought against the Company, any of the Stockholders, TMP, TMP Sub an...
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INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. Subject to the limitations and procedures set forth in this Section 13, the Company and the Stockholders shall jointly and severally indemnify and hold harmless Parent and Citadel from and against all losses, claims, demands, damages, liabilities, obligations, costs and/or expenses, including, without limitation, reasonable fees and disbursements of counsel (hereinafter referred to collectively as "DAMAGES"), which are sustained or incurred by Parent or Citadel, to the extent that such Damages are sustained or incurred by reason of (i) the breach of any of the obligations or covenants of the Company or the Stockholders in this Agreement or (ii) the breach of any of the representations or warranties made by the Company or the Stockholders in this Agreement. The foregoing notwithstanding, from and after the Closing Date, the Stockholders shall be solely responsible for any indemnification due under this Section 13.1 and shall have no right to seek contribution or indemnification from the Company.
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INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. The Company and the Stockholders shall severally (but not jointly) indemnify and hold harmless the Buyer and its directors, officers, employees, agents, successors, affiliates and assigns (the "Buyer Parties") from and against, and reimburse the Buyer Parties on demand with respect to, any and all loss, damage (including any decrease in the value of property or securities acquired hereunder), liability, claims, cost and expense, including reasonable attorneys', accountants', consultants' and engineers' fees (in each case net of any insurance proceeds received by the party to be indemnified and any net tax benefit or savings to which the party to be indemnified is entitled as a result thereof based upon the maximum marginal tax rate applicable to such party) (collectively, "Damages"), incurred by a Buyer Party by reason of or arising out of or in connection with (a) the breach of any representation or warranty contained in Section 3; (b) the failure of the Company to perform any agreement or covenant required by this Agreement to be performed by it; or (c) any failure of the Company to pay, perform or discharge any of the Excluded Liabilities in accordance with the terms thereof.
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INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. Each of the Company and the Stockholders hereby severally (but not jointly) indemnify and hold the Purchaser harmless from and against all claims, liabilities, obligations, costs, damages, losses and expenses of any nature (excluding lost profits and punitive, unforeseen or consequential damages) (collectively, "DAMAGES"), arising out of or relating to (a) any breach of their respective representations, warranties, covenants or agreements set forth herein, (b) all pre-Closing liabilities relating to the Purchased Assets and the Business other than the Assumed Liabilities (regardless of whether information with respect thereto is set forth on a Schedule hereto) and (c) all costs and expenses (including reasonable attorneys' fees) incurred in connection with the foregoing.
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INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. Subject to the other terms of this Section 8.1, the Stockholders, jointly and severally, will defend, indemnify and hold harmless Purchaser and its Representatives (collectively, the “Purchaser Indemnified Parties”), from and against and in respect of any and all losses, liabilities, obligations, claims, actions, damages, judgments, penalties, fines, settlements and expenses, including reasonable attorneys’ fees (collectively, “Losses”), without duplication, incurred by any of the Purchaser Indemnified Parties arising out of, based upon or related to (i) any inaccuracy or breach of any of the representations or warranties made by either the Company or any Stockholder in this Agreement, (ii) any breach of or failure to comply with any covenant or agreement made by either the Company or the Stockholders in this Agreement, (except that as to the Company, only with respect to any breach prior to Closing), (iii) to the extent not covered by the provisions of Section 6.6(e), any Company Taxes for or attributable to any Tax period (or portion thereof) ending on or prior to the Closing Date (including, but not limited to, the portion of any Straddle Period ending on the Closing Date) or (iv) the failure of the Company to employ, or have employed in the past, any person in the State of Louisiana, including without limitation any payment by the Purchaser, one of its Affiliates or the Company following Closing related thereto (the “Louisiana Matters”), but only to the extent such claim is not otherwise within the indemnification obligations provided in the following sentence. Stockholders Silvershell Investments LLC and Xxxxx Xxxxx, jointly and severally, will defend, indemnify and hold harmless Purchaser Indemnified Parties, from and against and in respect of any and all Losses incurred by any of the Purchaser Indemnified Parties arising out of, based upon or related to the Louisiana Matters to the extent that such Losses related to (i) payments to the Company that were the basis of the past payments made by the Company to Silvershell Investments LLC and Xxxxx Xxxxx, or either of them, of $99,833.48 on or about April 14, 2016, $16,349.00 on or about May 5,2016, and $3,141.60 on or about September 8, 2016, or (ii) payments to the Company after the date hereof that are the basis of payments to Stockholders Silvershell Investments LLC and Xxxxx Xxxxx, or either of them, after the date hereof pursuant to Section 9 of the Termination Agreement, dated March 10, 2017, by a...
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INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS. (a) Subject to Section 8.5 hereof, the Company hereby agree to reimburse, defend, indemnify and hold harmless Remark and its Affiliates and its and their respective directors, officers, employees, stockholders, members, managers, partners, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Remark Indemnified Parties”) from and against any and all losses, Liabilities, fines, damages, Taxes and Expenses (individually, a “Loss” and, collectively, “Losses”) relating to, based upon, resulting from or arising out of: (i) any inaccuracy or breach of any of the representations or warranties made by the Company in this Agreement or any of the other Transaction Documents; (ii) any breach of or failure to perform any covenant or agreement made by the Company in this Agreement or any of the other Transaction Documents; (iii) any and all Taxes (i) relating to any Pre-Closing Tax Period with respect to the Company, the Business or any of the assets of the Company, (ii) required to be reimbursed by the Company to Merger Sub under Sections 7.5(b) and (c) or (iii) in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby to the extent payable by the Company. (b) Subject to Section 8.5 hereof, but only after the Escrow Account is completely exhausted, the Stockholders hereby agree to reimburse, defend, indemnify and hold harmless the Remark Indemnified Parties from any Losses relating to, based upon, resulting from or arising out of (i) any inaccuracy or breach of any of the representations or warranties set forth in Sections 4.4, 4.6, or 4.19, or Article V, (ii) any breach of the Company’s obligations under Section 8.2(a)(iii), and (iii) the failure of the Company to own the code to the consumer facing application, the database, and the back-end system used to load hotel rates, photos, and/or content for the Company’s “Roomlia” application. The potential liability of the Stockholders to Remark and the Company under this Agreement shall be limited solely to any payments required under this Section 8.2(b), except with respect to any claim based upon fraud or willful misrepresentation or misconduct. (c) Notwithstanding anything to the contrary set forth in connection with the execution and delivery of this Agreement or the consummation of the Contemplated Transactions, any claim for indemnification under this Section 8.2 shall be delivered in writing to the Stockhold...
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Related to INDEMNIFICATION BY THE COMPANY AND THE STOCKHOLDERS

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Indemnification by the Stockholders The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state 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 the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

  • Indemnification by the Company and the Guarantors The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein or furnished by the Company to any such holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any Guarantor shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement contemplated hereunder, or preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

  • Indemnification by the Shareholders The Shareholders severally (and not jointly) shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (a) any Breach by the Shareholders of any representation or warranty of the Shareholders contained in this Agreement or any other Transactional Agreement; (b) any Breach of any covenant of the Shareholders contained in this Agreement or any other Transactional Agreement; and (c) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clauses "(a)" or "(b)" above (including any Proceeding commenced by any Purchaser Indemnitee for the purpose of enforcing any of its rights under this Section 6). The Purchaser Indemnitees shall not be entitled to indemnification pursuant to the provisions of this Section 6.2 until the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties pursuant to this Section 6.2 (and excluding any Damages arising pursuant to Section 6.3 below)) exceeds $100,000 (the "Basket Amount") (it being understood and agreed that the Basket Amount is intended as a deductible, and the Shareholders will not be liable for the first $100,000 of Damages for which the Purchaser Indemnitees are entitled to indemnification). Notwithstanding the foregoing, no Basket Amount shall apply to (a) claims based on fraud or any claim in the nature of fraud or (b) claims arising pursuant to Section 6.3 below. Subject to Sections 6.3 and 7.14 below, all of the indemnification obligations of either of the Shareholders shall be satisfied exclusively by deduction from the Escrow Shares; provided, that, each Shareholder may elect, at its sole option, to satisfy such indemnification obligation in cash (the "Shareholder Cap"). Notwithstanding the foregoing, any Breach of any covenant (or any Proceeding relating directly or indirectly to any such failure or Breach) of the Shareholders contained in Sections 1.1, 1.2(b), 1.2(c), 1.4, 1.6, 4.1, 4.2(b), 6.1(e), 6.3, 6.4, 6.5, 6.6, 7.7, 7.8, 7.10 or 7.12 of this Agreement shall be satisfied exclusively by the payment in cash of the amount thereof. Notwithstanding the foregoing, no limitation shall apply to (a) claims based on fraud or any claim in the nature of fraud or (b) claims arising pursuant to Section 6.3 below. For purposes of the indemnity obligations under Section 6, the value per share of Purchaser Series 1 Stock shall be deemed to be the Series 1 Value on the date of a written settlement agreement executed on behalf of the indemnifying party or parties or on the date of receipt of a final, non-appealable judgment issued by a court of competent jurisdiction; any indemnification obligation that may be satisfied by the surrender of Escrow Shares shall be satisfied by transfer of that number of Escrow Shares with a value (based on such Series 1 Value) equal to the amount of the indemnification obligation.

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • GENERAL INDEMNIFICATION BY THE STOCKHOLDERS Subject to Section 11.5, the Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

  • Indemnification by the Sellers Each of the Sellers, severally and jointly, shall indemnify, defend and hold harmless, without duplication, the Purchasers, each of the Purchasers’ Affiliates and each of their respective officers, employees, agents and representatives (collectively, the “Purchaser Indemnified Parties,” and together with the Seller Indemnified Parties, the “Indemnified Parties”), from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to (a) any failure by the Sellers to perform their obligations under this Agreement in accordance with the terms hereof, or any other breach or violation by the Sellers of the terms hereof, (b) the exercise by the Sellers of any right, power or discretion in relation to a Serviced Appointment, including (i) with respect to any Retained Duties (except to the extent the Sellers were acting in accordance with the instructions of the Purchasers in performing the Retained Duties or were acting as backup advancing agent pursuant to clause (c) of the definition of “Retained Duty”; provided that Sellers shall indemnify the Purchaser Indemnified Parties from and against all Losses that such Purchaser Indemnified Party may at any time suffer or incur, or become subject to, that, directly or indirectly, arise out of or relate to any Losses arising out of or relate to the Sellers’ negligent failure to make a backup advance as required pursuant to such Retained Duty) or (ii) with respect to any Excluded Appointment, the matters for which Seller and its Affiliates are responsible pursuant to Section 3.9 and (c) any action taken or omitted to be taken by the applicable Purchaser pursuant to and in accordance with a written direction given by any Seller (other than pursuant to Section 3.4.6), including any Specified Action taken (or omitted to be taken) by the Purchasers at the direction of the Sellers pursuant to Section 3.9, in each case of this clause (c) except to the extent the applicable Purchaser was negligent in taking or omitting to take such action.

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