Indemnification by the Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Shareholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in or incorporated by reference in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based on any untrue statement or alleged untrue statement of a material fact included in or incorporated by reference in any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any materials or information provided to investors by, or with the approval of, such Selling Shareholder in connection with the marketing of the offering of the Securities, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 8(e) below) any such settlement is effected with the written consent of the Selling Shareholder; against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or pr...
Indemnification by the Selling Shareholder. From and after the Closing, the Selling Shareholder shall indemnify and hold harmless the Buyer and its directors, officers, employees, Affiliates, agents and assigns (each, a “Buyer Indemnitee”) against any Losses incurred by such Buyer Indemnitee as a result of, arising out of or in connection with (i) any breach or violation of, or inaccuracy in, any representation or warranty made by or on behalf of the Selling Shareholder in this Agreement or any claim by any third party alleging, constituting or involving such a breach violation or inaccuracy; (ii) any breach or violation of, or failure to perform, any covenants or agreements made by or on behalf of, or to be performed by, the Selling Shareholder in this Agreement, or any claim by any third party alleging, constituting or involving any such breach or violation or default or failure to perform; (iii) any violation or non-compliance with applicable Laws by the Selling Shareholder or Company Entity on or prior to the Closing Date, whether in the course of business or in connection with the execution and delivery of this Agreement and the Instrument of Transfer and the consummation of the transactions contemplated hereby and thereby; (iv) any failure to timely file applicable Tax Returns (or any failure for such Tax Returns to be true, correct and complete) by any Company Entity or any failure to timely and fully pay applicable Taxes owed by any Company Entity, for any tax period (or portion thereof) up to the Closing Date; and (v) any litigation or arbitration proceedings involving any Company Entity arising out of or based on an event that occurred or an action that was taken on or prior to the Closing Date. 13 Buyer [ ] / Selling Shareholder [ ]
Indemnification by the Selling Shareholder. From and after the Closing, the Selling Shareholder shall indemnify, defend and hold harmless the Purchaser, its Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from and against, and shall pay to Purchaser Indemnitees the amount of, or reimburse Purchaser Indemnitees for, all Liabilities, losses, damages, claims, causes of action, costs and expenses (including reasonable attorneys’ fees and other expenses incurred in connection with the investigation or defense of any of the same, in responding to or cooperating with any governmental investigation or in enforcing any right to indemnification hereunder), interest, awards, judgments, Taxes, fines and penalties (collectively, “Losses”) suffered or incurred by, or imposed upon, the Purchaser Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) arising out of or relating to:
(i) Any inaccuracy in or breach of any representation or warranty made by the Selling Shareholder in this Agreement; or
(ii) any breach or violation of, or failure to perform, any covenants or agreements of the Selling Shareholder in this Agreement.
Indemnification by the Selling Shareholder. The Selling Shareholder hereunder agrees to indemnify and hold harmless each Bank Party, its affiliates, directors and officers and each person, if any, who controls such Bank Party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, provided that the Selling Shareholder shall be liable only to the extent that such untrue statement or omission or alleged untrue statement or omission has been made in the Registration Statement or the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or the Pricing Disclosure Package in reliance upon and in conformity with the Selling Shareholder Information; provided, further, that the liability under this subsection of the Selling Shareholder shall be limited to an amount equal to the proceeds to be received by the Selling Shareholder pursuant to the Forward Sale Agreement, assuming physical settlement of the Forward Sale Agreement on the Effective Date (as such term is defined in the Forward Sale Agreement).
Indemnification by the Selling Shareholder. Subject to the terms of this Article VI, the Selling Shareholder shall indemnify and hold harmless the Purchaser and each of its officers, directors, employees and controlling persons from any liability, damage, loss, penalty, cost or expense, including reasonable attorneys' fees and costs of investigating and defending lawsuits, complaints, actions or other pending or threatened litigation, after receiving full credit for the amount of any payments actually received as a result of insurance coverage ("Costs") arising from or attributable to any breach of or inaccuracy in any representation, warranty, covenant or agreement made by the Selling Shareholder herein; provided, however, the Purchaser shall give the Selling Shareholder written notice as soon as practicable after the discovery thereof of any suspected breach of or inaccuracy in any representation, warranty, covenant or agreement made by the Selling Shareholder, and if the Selling Shareholder is able to cure such breach or inaccuracy within ten days after receipt of such written notice, without any Costs being incurred by the Purchaser, the indemnification provisions set forth in this Section 6.1 shall not apply with respect to such breach or inaccuracy.
Indemnification by the Selling Shareholder. The Selling Shareholder hereby agrees to reimburse, indemnify, defend and hold harmless the Company for, from and against each and every Loss (as hereinafter defined) incurred by the Company based upon, arising out of or relating to (a) any inaccuracy in or breach of any representation or warranty of the Selling Shareholder set forth in this Agreement or in any of the certificates or other documents delivered to the Company in connection with the Closing, (b) any breach of any covenant of the Selling Shareholder set forth in this Agreement, and (c) the enforcement of this Section 7.02 against the Selling Shareholder; provided, however, that in no event shall the Selling Shareholder reimburse, indemnify, defend or hold harmless, or be liable to, the Company or any direct or indirect parent, subsidiary, affiliate, successor or assignee of the Company for or in connection with any Loss caused by or relating to (i) any Taxes incurred by the Company by virtue of or relating to the Company Purchase or the ESOP Purchase, (ii) any breach of any of the Company's representations, warranties or covenants set forth in this Agreement or any other breach by the Company of this Agreement, or (iii) any fraud or willful misconduct of the Company.
Indemnification by the Selling Shareholder. 8.3.1. The Selling Shareholder agrees to indemnify and hold Diamond and Precision harmless, from and after the Closing, against and in respect of all matters in connection with any losses, liabilities or damages (including reasonable attorneys' fees) incurred by Diamond or Precision resulting from any misrepresentation or breach of their warranties in Paragraph 4, "Representations and Warranties of the Company and the Selling Shareholder," or any breach or non-fulfillment of any agreement or covenant on the part of the Company and the Selling Shareholder contained in this Agreement and all suits, actions, proceedings, demands, judgments, costs and expenses incident to the foregoing matters, including reasonable attorneys' fees.
8.3.2. Notwithstanding the provisions of Paragraph 8.3. 1 above, Precision shall be entitled to seek indemnification from the Selling Shareholder pursuant to Paragraph 8.
3.1 only for the portion of the aggregate of the losses, liabilities, costs and damages (including reasonable attorneys' fees) incurred by Precision which it would be entitled to claim under such Paragraph 8.3.1 that in the aggregate exceeds $10,000. Upon such occurrence, the collective liability of the Selling Shareholder under Paragraph 8.3.1 above to Precision (other than for costs and reasonable attorneys' fees incurred by Precision to which it may be entitled pursuant to Paragraphs 8.4 or 10.3) will not exceed the Purchase Price paid to the Company and the Selling Shareholder. No claim for indemnification may be made under this Paragraph 8 after the third anniversary of the Closing
Indemnification by the Selling Shareholder. Except as otherwise ------------------------------------------ limited by this Article V, the Selling Shareholder shall indemnify, defend and hold harmless the Purchaser and its Affiliates, shareholders, officers, directors, employees, subsidiaries, successors and assigns (collectively, the "PURCHASER INDEMNIFIED PARTIES") from and against, and pay or reimburse the Purchaser Indemnified Parties for, any and all actual losses, damages, claims, REASONABLE costs and expenses, interest, awards, judgments, fines, and penalties (including reasonable legal costs and expenses and environmental response costs) actually suffered or incurred by them (hereinafter a "PURCHASER LOSS") arising out of or resulting from:
(a) the inaccuracy of any representation or warranty of the Selling Shareholder contained in this Agreement, the Disclosure Schedule, any Related Agreement or any other document or certificate furnished to the Purchaser pursuant to this Agreement or in connection with the transactions contemplated hereby or by the Related Agreements;
(b) any breach or violation of this Agreement or any Related Agreement by the Selling Shareholder other than matters set forth in Sections 5.2(a), (c), (d), (e) and (f);
(c) THE FOLLOWING, BUT ONLY TO THE EXTENT LIABILITY ARISES OUT OF THE ACTS OR OMISSIONS OCCURRING ON OR BEFORE THE CLOSING DATE: the presence of any Hazardous Material in the fixtures, structures, soils, groundwater, surface water or air on, under or about or emanating from the properties currently or formerly used, operated, owned, leased, controlled, possessed, occupied or maintained by the Company, the Selling Shareholder or any of their Affiliates or Associates, or any predecessor thereof, including any properties adjoining such properties; (ii) the use, generation, production, manufacture, treatment, storage, disposal, release, threatened release, discharge, spillage, loss, seepage or filtration of Hazardous Material from, on, under or about such properties or the presence thereat, therein or thereunder of any underground or above-ground tanks for the storage of fuel oil, gasoline and/or other petroleum products or by-products or Hazardous Material; (iii) the violation or noncompliance or alleged violation or noncompliance of any Environmental Law, Environmental Permit or Governmental Order arising from or related to the use, operation, ownership, lease, possession, control, occupancy, maintenance or condition of any of such properties; and (iv) the failu...
Indemnification by the Selling Shareholder. (a) From and after the Closing Date (but subject to Section 6.1(a)), the Selling Shareholder shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 or in the Selling Shareholder's Closing Certificate (giving effect to the Company and Selling Shareholder Disclosure Schedule delivered to the Purchaser at the Closing); (ii) any breach of any covenant or obligation of the Company or the Selling Shareholder; or (iii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" or "
Indemnification by the Selling Shareholder. Subject to the procedures and limitations set forth in this Article VI, the Selling Shareholder agrees to indemnify and save harmless Travel Systems and its agents and representatives from and against any and all Net Economic Loss (herein defined) incurred by Travel Systems or any of the other indemnified persons or entities arising after the Closing (defined below) out of (i) the breach of any representation or warranty made by the Selling Shareholder in this Agreement or in any instrument or documents required to be delivered by the Selling Shareholder to Travel Systems pursuant to this Agreement, (ii) the Selling Shareholder's failure to duly perform any covenant or agreement to be performed by it under this Agreement or under any instrument or document required to be delivered by the Selling Shareholder to Travel Systems pursuant to this Agreement, and (iii) any liabilities or obligations, contingent or otherwise, of Stevxxx xxxch exist at the Effective Time and which are based upon any act, state of facts or condition which occurred or existed before the Effective Time, known or unknown, due or payable, except to the extent such liabilities and/or obligations are specifically assumed hereunder by Travel Systems.
