Indemnification by the Selling Securityholders. Each Selling Securityholder agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement (each, a “Company Indemnified Party”), each Underwriter Indemnified Party and each other Selling Securityholder Indemnified Party against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a) hereof, to which any such Indemnified Party may become subject, under the 1933 Act, the 1934 Act, other federal or state statutory law or regulation or otherwise, 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), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Selling Securityholder expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by such Selling Securityholder expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information regarding the beneficial ownership by such Selling Securityholder of the Secondary Notes set forth in the table under the caption “Selling Securityholders” in the Pre-Pricing Prospectus and the Prospectus.
Indemnification by the Selling Securityholders. Subject to the limitations set forth in this Article X; each Selling Securityholder shall have Indemnification Obligations for any Losses suffered by a Buyer Indemnified Party based upon, arising out of or by reason of:
Indemnification by the Selling Securityholders. Each Selling Securityholder shall (without any right of contribution from any Acquired Company or any right of indemnification against any Acquired Company), jointly and severally (except as expressly set forth in subparagraphs (a) and (b) of this Section 7.1) indemnify, defend and hold harmless the Buyer and its Affiliates and each of their respective directors, officers, employees, agents and representatives (collectively, the "BUYER INDEMNIFIED PARTIES") from and against any and all Damages incurred or suffered by such Buyer Indemnified Party resulting from or arising out of (directly or indirectly) or in connection with:
Indemnification by the Selling Securityholders. Subject to the limitations set forth in this Article VII, the ESOP Stockholder shall, severally and not jointly, indemnify the Buyer and the Other Selling Securityholders shall, jointly and severally, indemnify the Buyer in respect of, and hold it harmless against, any and all Damages incurred or suffered by the Buyer resulting from or arising directly out of:
Indemnification by the Selling Securityholders. Subject to the terms and conditions of this Agreement, the Selling Securityholders, on a several and not joint basis in accordance with their Pro Rata Shares, will indemnify and hold harmless Purchaser, its Affiliates and their respective officers, directors, managers, employees, agents, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) against and in respect of any Damages suffered or incurred by any Indemnified Party based upon, arising out of or otherwise in respect of any of the following:
Indemnification by the Selling Securityholders. From and after the Closing, each Selling Securityholder agrees, subject to the limitations in this Article 7, (x) with respect to any Losses that, in the aggregate, are less than or equal to the Escrow Fund, jointly and severally, and (y) to the extent of any Losses in excess of the Escrow Fund, severally and not jointly (according to their Allocated Portion), to indemnify Parent, Merger Sub and their Affiliates (including the Surviving Corporation) and each of their respective Representatives, successors and assigns (collectively, the “Parent Indemnitees”) and hold each of them harmless from and against of any Loss which such Parent Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with (regardless of whether or not such Loss relates to any Third Party Claim) so long as such Parent Indemnitee has in good faith made a claim for indemnification in accordance with Section 7.4, and, prior to the expiration of the applicable survival period under Section 7.1(a):
Indemnification by the Selling Securityholders. Each Selling Securityholder agrees, severally and not jointly, to indemnify and hold harmless each other Selling Securityholder Indemnified Party, each Underwriter Indemnified Party and the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Company Indemnified Party”) against any losses, claims, damages or liabilities to which such Indemnified Party (as defined below) may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation 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 any material fact contained in any part of the Registration Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Selling Securityholder specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Securityholder Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by any Selling Securityholder consists of the following information in the Final Prospectus: information regarding the name of and beneficial ownership by such Selling Securityholder of the Secondary Securities in the table under the caption “Selling Securityholders” in the Final Prospectus.
Indemnification by the Selling Securityholders. (a) Subject to the terms and conditions of this Article VI, notwithstanding anything to the contrary contained herein, the Selling Securityholders (for purposes of this Article VI other than Section 6.3 hereof, collectively, as the "INDEMNITORS") shall indemnify the Purchaser, and its respective officers, directors, agents and representatives (for purposes of this Article VI other than Section 6.3 hereof, each an "INDEMNITEE" and collectively, the "INDEMNITEES"), for and in respect of, and hold the Indemnitees harmless from and against, any and all damages, fines, penalties, losses, liabilities, judgments, deficiencies and expenses (including, without limitation, amounts paid in settlement, interest, court costs, costs of investigators, reasonable fees and expense of attorneys and accountants and other expenses of litigation) ("DAMAGES") incurred or suffered by any of the Indemnitees resulting from, relating to or in connection with (i) any inaccuracy of any representation, breach of any warranty or failure to perform any covenant or agreement of the Company or the Selling Securityholders contained in any provision of this Agreement other than Sections 2.1, 2.2, 2.4, 2.28 and 7.4 hereof, and (ii) any inaccuracy of any
