Indemnification by the Shareholders Clause Samples
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Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the ▇▇▇▇ ▇▇▇) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on th...
Indemnification by the Shareholders. (a) The MAG Holders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (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:
(i) any Breach of any representation or warranty made by the MAG Holders in Section 2 of this Agreement with respect to MAG as of the date of this Agreement;
(ii) any Breach of any representation, warranty, statement, information or provision contained in the Target Disclosure Schedule related to Section 2 of this Agreement with respect to MAG, the Closing Certificate with respect to MAG or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of any MAG Holder or any Representative of any MAG Holder with respect to MAG;
(iii) any Breach of any representation, warranty, covenant or obligation of any MAG Holder contained in any of the Transactional Agreements relating to MAG; or
(iv) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(i)" through "(iii)" above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 7).
(b) The OLWM Holders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (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:
(i) any Breach of any representation or warranty made by the OLWM Holders in Section 2 of this Agreement with respect to OLWM as of the date of this Agreement;
(ii) any Breach of any representation, warranty, statement, information or provision contained in the Target Disclosure Schedule related to Section 2 of this Agreement with respect to OLWM, the Closing Certificate ...
Indemnification by the Shareholders. Subject to the limitations ----------------------------------- set forth in this Article VIII, each of the Principal Shareholders, jointly and severally, hereby indemnify and hold harmless DoveBid and its subsidiaries, affiliates, officers, directors, agents, representatives and employees, and each person, if any, who controls or may control DoveBid within the meaning of the Securities Act (individually, a "DoveBid Indemnitee" and collectively, "DoveBid Indemnitees") from and against any and all claims, demands, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees and expenses (reduced by any reduction in tax payable by such party as a result thereof, such tax benefit being determined after taking into account the effect of recovery under this Article VIII and calculated at such party's incremental effective rate of tax) ("Damages"):
(i) arising out of any misrepresentation, or breach of, or default in connection with, any of the representations or warranties, covenants and agreements given or made by the Company or any Shareholder in this Agreement or any certificate, document or instrument delivered by or on behalf of the Company or the Shareholders pursuant to this Agreement;
(ii) resulting from any failure of any Shareholder to have good, valid and marketable title to the issued and outstanding shares held by such Shareholder, free and clear of Liens, or any claim by a current or former shareholder, or any other person, firm, corporation or entity, seeking to assert or based upon ownership or rights to ownership of equity interest of the Company (or the Purchase Price), any rights of a shareholder of the Company, including any options, or preemptive rights or rights to notice or to vote, any rights under the Company' Articles of Incorporation, bylaws or other charter documents, any right under any agreement among the Company and the Shareholders or any claim that his or her equity interests or other securities were wrongfully repurchased by the Company;
(iii) in connection with a liability of the Company arising out of any acts, events, omissions or transactions occurring prior to the Closing Date, which liabilities were not disclosed to DoveBid in this Agreement, the Financial Statements, the Company Disclosure Letter or the Closing Balance Sheet and which the Shareholders had Knowledge of at the time of the Closing; or
(iv) resulting from any claim by any investment banker, ...
Indemnification by the Shareholders. Subject to the limitations of Section 6.6, the Shareholders hereby agree to indemnify and hold harmless the Surviving Corporation and Parent in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which the Surviving Corporation or Parent (but without duplication) incurs as a result of the breach of: (A) any of the representations or warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Final Closing; or (C) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Preliminary Closing and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations of the Shareholders under this Section 6.2 shall survive the Preliminary Closing and the Final Closing and will terminate at the time specified in Section 6.6.
Indemnification by the Shareholders. Subject to the terms and conditions of this Article, the Shareholders agree to indemnify, defend and hold Parent and Sub and their respective directors, officers, agents, attorneys and affiliates harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys' fees and expenses (collectively "Damages"), asserted against or incurred by any of such indemnitees by reason of or resulting from:
(a) a breach of any representation, warranty or covenant of Target or the Shareholders contained herein, in any exhibit, schedule, certificate or financial statement delivered hereunder, or in any agreement executed in connection with the transactions contemplated hereby; or
(b) the violation or alleged violation, on or before the Closing Date, of any Environmental Law, and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including without limitation the presence on the Real Property or release from the Real Property, or the generation by Target or any Shareholder of hazardous substances or solid waste disposed or otherwise released prior to the Closing Date), regardless of whether the act, omission, event or circumstance constituted a violation of any Environmental Law at the time of its existence or occurrence. The terms "hazardous substance" and "release" shall have the meanings specified in CERCLA, and the terms "solid waste" and "disposed" shall have the meanings specified in RCRA; provided that to the extent that any applicable statute of any state, any subdivision thereof or any other governmental body or agency of competent jurisdiction over the matter, establish a meaning for "hazardous substance," "release," "solid waste" or "disposed" that is broader than that specified in either CERCLA or RCRA, such broader meaning, shall apply.
Indemnification by the Shareholders. Subject to the limitations set forth in this Article V, from and after the Closing, the Shareholders shall, jointly and severally, indemnify, defend and hold harmless Buyer and its Affiliates (all such foregoing Persons, collectively, the “Buyer Indemnitees”) from and against any Losses the Buyer Indemnitees may suffer, sustain or become subject to (“Buyer Indemnifiable Losses”) arising out of, in connection with or resulting from:
(i) any breach or inaccuracy of any representation or warranty made by the Shareholders in this Agreement;
(ii) any nonfulfillment or breach of any covenant, agreement or obligation to be performed by the Shareholders pursuant to this Agreement; and
(iii) the Pre-Closing Liabilities;
(iv) (A) any Taxes of the Company which are unpaid as of the Closing Date (and not otherwise accounted for in the calculation of the Closing Date Net Working Capital or prepaid to the IRS) with respect to taxable periods ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date, (B) any Transfer Taxes for which the Shareholders are liable pursuant to this Agreement, (C) the lost benefit of any credit, deduction or loss for Tax purposes which would have been available to reduce or otherwise offset Taxes of Buyer or any Affiliate thereof (including, following the Closing, the Company) but for a breach of any representation or warranty made in Section 2.21, or (D) any Taxes arising by reason of the Company being a member of any “affiliated group” (within the meaning of Section 1504(a) of the Code) on or prior to the Closing Date, including pursuant to Treasury Regulations § 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar Law); and
(v) any Covered Matter.
Indemnification by the Shareholders. (a) After the Effective Time, Parent and its affiliates (including, after the Effective Time, the Surviving Corporation), officers, directors, employees, agents, successors and assigns (collectively, the "Parent Indemnified Parties") shall be indemnified and held harmless by each holder of shares of Company Common Stock as of immediately prior to the Effective Time (each, a "Shareholder") for any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys' and consultants' fees and expenses and other costs of defending, investigating or settling claims) actually suffered or incurred by them (including in connection with any action brought or otherwise initiated by any of them) (hereinafter, a "Loss"), arising out of or resulting from:
(i) the breach of any representation or warranty (without giving effect to any qualification as to materiality or Company Material Adverse Effect (or similar qualifications) contained therein in determining the amount of any Loss) made by the Company or such Shareholder in the Acquisition Documents as of the date of this Agreement or as if such representation and warranty was made on and as of the date of the Effective Time; provided, however, that no Shareholder shall be liable for any breach of any representation or warranty made by any other Shareholder in the Voting and Subscription Agreement or the Subscription Agreements;
(ii) the breach of any covenant or agreement made by the Company or such Shareholder in the Acquisition Documents; provided, however, that no Shareholder shall be liable for any breach of any covenant or agreement made by any other Shareholder in the Voting and Subscription Agreement or the Subscription Agreements;
(iii) Losses from breach of contract or other claims made by any party alleging to have had a contractual or other right to acquire the Company's capital stock or assets or the right to approve this Agreement;
(iv) the matters listed in Sections 4.09, 4.13(b) and 4.17(d) of the Company Disclosure Schedule;
(v) the amount, if any, by which the Final Closing Working Capital is less than the Estimated Closing Working Capital;
(vi) the amount of any costs or expenses incurred by the Company or the Subsidiary in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement that were not paid prior to the Effective Time and not reflected on the estimate of such unpaid costs and ex...
Indemnification by the Shareholders. In connection with any Registration Statement in which any Shareholder's Registrable Securities are registered and sold, the participating Shareholders shall furnish to the Company the information and affidavits as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agree, jointly and severally, to indemnify and hold harmless, to the full extent permitted by law, the Company, its officers directors and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement, Prospectus, preliminary Prospectus or any application filed under the Blue Sky Laws or necessary to make the statements therein not misleading, to the extent, but only to the extent, that the untrue statement or omission is contained in any information or affidavit so furnished by the Shareholder to the Company specifically for inclusion in the Registration Statement, Prospectus or application filed under the Blue Sky Laws. The Company shall be entitled to receive indemnities from selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished by the Persons specifically for inclusion in any Prospectus or Registration Statement.
Indemnification by the Shareholders. Subject to the limitations set forth in this Article 9 and excepting the matters disclosed on the Target Disclosure Schedule, each of the Shareholders shall individually, jointly and severally indemnify and hold harmless the Surviving Corporation and Buyer, their respective affiliates and each of their respective officers, directors, employees, and agents for, from and against any loss, liability, claim (whether or not involving a third party claim), damage (including punitive, consequential, or treble damages), or expense (including reasonable legal fees and expenses), and expenses and costs of investigation, obligations, liens, assessments, judgments and fines, including, without limitation, any of the foregoing arising out of personal or bodily injury to, or damages to the property, business or assets of, Buyer, the Surviving Corporation, or any third party (the foregoing being collectively referred to herein as a "Loss" or "Losses"), suffered or incurred by any such Indemnified Party to the extent arising, directly or indirectly, from or in connection with:
9.2.1 Any breach of any representation or warranty or covenant of Target or any Shareholders or any of them contained in this Agreement, including all schedules and exhibits and all related agreements executed in connection with the Closing;
9.2.2 Any breach of any covenant of Target or any Shareholders or any of them contained in this Agreement requiring performance after the Closing Date, including without limitation, Tax indemnification provided in Section 5.6;
9.2.3 Whether or not disclosed or required to be disclosed on any Schedule to this Agreement, any environmental liabilities, including, but not limited to, any remediation expenses as provided in Section 3.16 or Section 5.5.
9.2.4 Criminal misconduct by any of Target or any of the Shareholders, whether or not disclosed to Buyer on the Schedules hereto or otherwise and which occurred prior to the Closing Date;
9.2.5 Except to the extent adequately provided for in the Target Financial Statements, any claim arising out of or by virtue of or based upon any breach or failure by Target to have performed any obligation or satisfied any liability under any contract or agreement to the extent required to be performed or satisfied at or prior to the Closing Date, exclusive of the Actions detailed in the Target Disclosure Sehedule herein; and
9.2.6 Except to the extent adequately provided for in the Target Financial Statements, any claims arising out...
Indemnification by the Shareholders. Subject to the limitations set forth in this Article 9, effective at and after the Closing, each Shareholder, severally and not jointly, based on each such Shareholder’s Pro Rata Portion, hereby indemnifies Buyer, the Company and each of their respective officers, directors, employees, Affiliates and agents and each of their respective successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) against and agrees to defend and hold each of them harmless from any and all damage, loss, Liability, fines, Taxes, penalties, claims, forfeitures, Actions, fees, costs and expense (including reasonable out-of-pocket expenses of investigation and reasonable out-of-pocket attorneys’ fees and expenses in connection with any Action, whether involving a Third-Party Claim or a claim solely between the Parties hereto, but excluding consequential or punitive damages of any kind; provided that punitive damages shall be included to the extent such damages are payable by an Indemnified Party (regardless of whether such Damages arise as a result of the negligence, strict liability, or other liability under any theory of law or equity of any Person) to a third party in connection with a Third-Party Claim) (“Damages”), incurred or suffered by the Company or any other Buyer Indemnified Party arising out of or resulting from any inaccuracy in or breach of the representations or warranties made by such Shareholder in Article 4 (the existence of such inaccuracy or breach and the amount of Damages resulting therefrom determined, except for retaining the word “Material” in references to defined term “Company Material Contract”, without regard to any qualification or exception contained therein relating to materiality, Company Material Adverse Effect or similar qualification or standard).