Indemnification by the Principal Stockholder. The Principal Stockholder agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in the Selling Stockholder Information. In no event shall the liability of the Principal Stockholder hereunder be greater in amount than the dollar amount of the proceeds from the sale of Registrable Securities in the offering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by the Principal Stockholder pursuant to Section 3.9(d) and any amounts paid by the Principal Stockholder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.
Indemnification by the Principal Stockholder. The Principal Xxxxxxxxxxx agrees to defend, indemnify and hold harmless the Unusual Indemnitees from, against and in respect of, the full amount of:
Indemnification by the Principal Stockholder. Subject to the provisions of Section 8.2, the Principal Stockholder agrees subsequent to the Closing to indemnify and hold the Surviving Corporation, Buyer and their respective subsidiaries and affiliates and persons serving as officers, directors, partners or employees thereof (individually a "BUYER INDEMNIFIED PARTY" and collectively the "BUYER INDEMNIFIED PARTIES") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in the investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon:
Indemnification by the Principal Stockholder. The Principal Stockholder indemnifies and agrees to defend and hold harmless Acquisition Sub from and against any and all Losses, which it may sustain, suffer or incur and which arise out of, are caused by, relate to, or result or occur from or in connection with (i) any misrepresentation of a material fact contained in any representation of any of the Vibrant Parties contained herein or in the Divestiture Agreement, (ii) the breach by any of the Vibrant Parties of any warranty or covenant made by any or all of them herein or therein or (iii) any Liabilities of Vibrant or any of its Subsidiaries arising or accruing prior to the Effective Time, which Liabilities shall be assumed by the Principal Stockholder pursuant to the provisions of the Divestiture Agreement (the "Divested Liabilities"). The foregoing indemnification shall also apply to direct claims by Acquisition Sub against Vibrant or the Principal Stockholder.
Indemnification by the Principal Stockholder. The Principal Stockholder indemnifies and agrees to defend and hold harmless each of EI3 and the Surviving Corporation from and against any and all Losses, which it may sustain, suffer or incur and which arise out of, are caused by, relate to, or result or occur from or in connection with (i) any misrepresentation of a material fact contained in any representation of Renovo or the Principal Stockholder contained herein or in the Assumption Agreement, (ii) the breach by Renovo or the Principal Stockholder of any warranty or covenant made by either or both of them herein or therein, (iii) any Liabilities of Renovo or any of its Subsidiaries arising or accruing prior to the Effective Time, which Liabilities shall be assumed by the Principal Stockholder, (iv) any Taxes of Renovo or its Subsidiaries for any Tax period ending on or prior to the Closing Date (including without limitation any Taxes imposed on Renovo or any of its Subsidiaries as a result of the transaction that was the subject of the Asset Purchase Agreement) and the portion of any Taxes for Renovo or its Subsidiaries up to the Closing Date for a Tax period that begins before the Closing Date and ends after the Closing Date, or (v) for the unpaid Taxes of any Person included under United States Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee or successor, by contract or otherwise. The foregoing indemnification shall also apply to direct claims by EI3 against any or all of the Renovo Parties.
Indemnification by the Principal Stockholder. The Principal Stockholder shall indemnify and hold harmless Infinium, Global (after the Closing only), the stockholders of Infinium and their respective affiliates, employees, directors, agents and representatives (collectively, the “Infinium Indemnified Parties”), from and against any and all Loss and Litigation Expense which they or any of them may suffer or incur as a result of or arising from any of the following: (i) any misrepresentation or breach of any warranty by Global or the Principal Stockholder; (ii) the failure by Global or the Principal Stockholder to satisfy any liability or obligation which is its or his obligation to satisfy under the terms of this Agreement; (iii) the failure by either Global or the Principal Stockholder to perform its or his covenants and agreements under this Agreement; (iv) the failure of the Stockholders of the Company to pay any costs or expenses which are the responsibility of such Stockholders; (v) liabilities or obligations not disclosed in the Global Disclosure Schedule; or (vi) Global’s participation in the Prior Transactions.
Indemnification by the Principal Stockholder. The Principal Stockholder agrees to indemnify and hold the Company, the Surviving Corporation, Acquisition Corp and AB and their respective subsidiaries and affiliates and persons serving as officers, directors, partners or employees thereof (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters:
Indemnification by the Principal Stockholder. Subject to the limitations set forth in this Article X, from and after the Effective Time, the Principal Stockholder shall indemnify, hold harmless and defend the Parent Indemnitees against and in respect of any and all Losses incurred or suffered by any Parent Indemnitee that result from or arise out of:
Indemnification by the Principal Stockholder. The Principal Stockholder (in his capacity as an indemnifying party, an "Indemnifying Party") covenants and agrees that he will indemnify, defend, protect and hold harmless CSI, Newco and their respective subsidiaries, officers, directors, employees, stockholders, agents, representatives and affiliates (each in its, his or her capacity as an indemnified party, an "Indemnitee") at all times from and after the date of this Agreement 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) (collectively "Damages") incurred by such Indemnitee as a result of or incident to:
Indemnification by the Principal Stockholder
