Indemnification by the Shareholder Sample Clauses

Indemnification by the Shareholder. Each Shareholder will, and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company within the meaning of the Securities Act and Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto, if 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 the Shareholder for use in the preparation of such Registration Statement or amendment thereto or Prospectus or supplement thereto; provided, however, that the Shareholder shall not be liable to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, or controlling person and shall survive the transfer of such securities by the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Shareholder from the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Shareholder. The Shareholder hereby agrees to defend, indemnify and hold harmless the Corporation from and against any and all Losses which may be incurred by the Corporation as a result of any breach by the Shareholder or the Investment Manager of any agreement, covenant, representation or warranty set forth in this Agreement; provided, however, that the aggregate liability of the Shareholder to the Corporation for breach of any agreement, covenant, representation or warranty under this Agreement shall not exceed an amount equal to the Purchase Price; provided further, however, that the limitation in the foregoing proviso shall not apply in the case of illegal acts, willful misconduct or fraud by the Shareholder or the Investment Manager.

Indemnification by the Shareholder. The Shareholders agree to indemnify and hold harmless Parent, the Surviving Corporation and their respective successors and assigns (the "PARENT INDEMNITEES") from and against any and all Losses and Expenses incurred by such Parent Indemnitees in connection with or arising from: (a) Any breach by the Company of any of its covenants in this Agreement or in any Company Ancillary Document, or any failure of the Company to perform any of its obligations in this Agreement or in any Company Ancillary Document; PROVIDED, HOWEVER, with respect to the Company, this indemnification is limited to breaches of agreements and covenants to be performed by the Company on or prior to the Closing Date; (b) Any breach of any warranty or the inaccuracy of any representation regarding the Company contained in ARTICLE IV or referred to in the Agreement or any certificate delivered by or on behalf of the Company pursuant hereto, except for the representations and warranties contained in Section 4.20; and (c) the exercise of dissenters' rights by any shareholder of the Company; PROVIDED, HOWEVER, that the Shareholders shall be required to indemnify and hold harmless under clauses (a) and (b) of this Section with respect to Losses and Expenses incurred by the Parent Indemnitees, only if the aggregate amount of such Losses and Expenses exceeds $25,000 (the "THRESHOLD AMOUNT"), in which case the Shareholders shall be obligated to indemnify Parent Indemnitees for the entire amount of the Losses and Expenses from the first dollar; PROVIDED, FURTHER, that the aggregate maximum amount required to be paid by the Shareholders pursuant to this SECTION 9.1 hereunder shall not exceed the value of the shares of Preferred Stock and the shares of Common Stock in payment of the Awards, determined in accordance with SECTION 9.4(c) (the "INDEMNIFICATION LIMIT"). The indemnification provided for in this SECTION 9.1 shall terminate fifteen (15) months after the Closing Date (and no claims shall be made by the Parent Indemnitees under this SECTION 9.1(b) thereafter), except that the indemnification by Shareholders shall continue as to: (a) The representations and warranties set forth in SECTIONS 4.11 (title to assets), as to all of which no time limitation shall apply; (b) The representations and warranties set forth in SECTIONS 4.15 (ERISA), and 4.14 (Taxes), which shall survive for the applicable statute of limitations period under which a claim can be brought against Parent or the Company; and (c)...

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article VIII, including the limitations set forth in Section 8.04, the Shareholder shall indemnify and defend each of 4Front and its Affiliates (including, without limitation, the Surviving Corporation) and their respective Representatives (collectively, the “4Front Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the 4Front Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Company or the Shareholder contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company or the Shareholder pursuant to this Agreement (other than in respect of Section 3.12, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or the Shareholder pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VI); or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing, to the extent not paid or satisfied by the Company or the Shareholder at or prior to the Closing, or if paid by 4Front or Merger Sub at or prior to the Closing, to the extent not deducted in the determination of Merger Consideration payable to the Shareholder.

Indemnification by the Shareholder. From and after the Closing Date, the Shareholder shall indemnify and hold harmless Acquiror and Sub and their respective officers, directors and shareholders (each an "Indemnified Party"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by MailKey or the Shareholder at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by MailKey or the Shareholder, and (iii) any misrepresentation made by MailKey or the Shareholder, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by MailKey or the Shareholder pursuant hereto or in connection with the Merger.

Indemnification by the Shareholder. The Shareholder will, with respect to any Registration Statement where Restricted Shares were registered under the Securities Act, indemnify and hold harmless the Company, each of the Company’s directors and officers, and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Company Indemnified Party”), against any expenses, losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such expenses, losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Restricted Shares was registered under the Securities Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained in such Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder expressly for use therein. The Shareholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by the Shareholder.

Indemnification by the Shareholder. (a) Subject to the limitations set forth in Section 8.2(b) below, from and after the Closing Date, the Shareholder agrees to indemnify fully, hold harmless, protect and defend the Purchaser and their Affiliates (including, after the Closing, the Company), and their respective directors, officers, agents, partners and employees, successors and assigns (“Indemnified Persons”) from and against any and all losses, costs, claims (including, without limitation, third party claims), damages, obligations, judgments, settlements, awards, demands, offsets, actions, suits, proceedings, payments, assessments, Taxes, interests, penalties, expenses, including, without limitation, reasonable out-of-pocket costs and attorneys’ and other professional fees, if any (collectively, “Losses” which term shall include interest accruing on the amount of any Loss from the date Purchaser submits a claim for indemnification hereunder at the prime rate of Citibank, N.A.) actually incurred by any of them arising out of, or relating to: (i) any inaccuracy in, or breach of, any of the representations or warranties of the Shareholder or the Company contained in this Agreement; (ii) any failure to perform, or other breach of, any of the covenants or agreements of the Shareholder and the Company contained in this Agreement; (iii) any Liabilities of the Company arising out of, or relating to, the ownership or operation of any facility or assets, the conduct of any business, or any acts or omissions, by the Company prior to the Closing; (iv) any Liabilities of the Company directly related to the Reorganization; and (v) any Tax imposed on the Company or a member of the Company Group, if any, for a Pre Closing Period (including the portion of any Tax imposed for a Straddle Period that is allocable to the portion of such period ending at the close of the Closing Date (the “Pre Closing Portion”)). In determining the Taxes for a Straddle Period allocable to the Pre Closing Portion, except as provided in the next sentence, the allocation shall be made on the basis of an interim closing of the books as of the end of the Closing Date. In the case of (i) franchise Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, (ii) ad valorem Taxes and (iii) any Tax other than Taxes based on or related to income, the portion of such Taxes for a Straddle Period allocable to the Pre Closing Portion shall be the amount of such Taxes for the Straddle Period (computed in accordanc...

Indemnification by the Shareholder. In addition to and not in limitation of the Shareholder’s indemnification obligations set forth elsewhere in this Agreement, Shareholder shall, defend, indemnify, and hold harmless the Company and its affiliates and its respective officers, directors, shareholders, agents and employees (individually, a “Company Indemnitee” and collectively the “Company Indemnitees”), from and against any and all claims, losses, deficiencies, liabilities, obligations, damages, penalties, punitive damages, costs, and expenses (including, without limitation, reasonable legal, accounting and consulting fees), whether or not resulting from third party claims (collectively, “Losses”), suffered by a Company Indemnitee, which arise out of or result from: (a) any inaccuracy or misrepresentation in or breach of any of the representations, warranties, covenants or agreements made by the Shareholder in this Agreement or in any document, certificate or affidavit delivered by the Shareholder pursuant to the provisions of this Agreement; (b) any obligation, liability, debt or commitment of Advanced which is not disclosed herein, whether or not paid by the Company; and (c) any other matter related to the use or ownership of the Assets prior to the Closing (including, but not limited to, all acts, omissions and conditions existing or occurring prior to the Closing for which any of the Company Indemnitees is alleged to be liable pursuant to any successor or similar theory of liability).

Indemnification by the Shareholder. (A) From and after the Effective Time (but subject to SECTIONS 9.1(A) and 9.4), the 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 Shareholder's Closing Certificate; (ii) any breach of any covenant or obligation of the Company or the Shareholder (including the covenants set forth in SECTIONS 4 and 5); or (iii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" or "

Indemnification by the Shareholder. In connection with any registration pursuant hereto in which Subject Shares are to be disposed of, the TCG Holders, jointly and severally, shall indemnify and hold harmless, to the fullest extent permitted by law, the Company, each other selling shareholder and their respective directors, officers, agents and employees and each Person who controls the Company and each other selling shareholder (within the meaning of the Securities Act and the Exchange Act) and each underwriter, if any, and its directors, officers, agents, and employees and each Person who controls such underwriter (within the meaning of the Securities Act and the Exchange Act), in each case against any losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees, resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in such registration statement or prospectus or preliminary prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by the Shareholder or Ratel to the Company expressly for inclusion in such registration statement or prospectus. In no event shall the liability of the TCG Holders hereunder be greater in amount than the dollar amount of the proceeds received or to be received by the TCG Holders upon the sale of the securities giving rise to such indemnification obligation.