Indemnification by the Stockholder. Each Stockholder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such 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 Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the 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 such Stockholder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholder.
Indemnification by the Stockholder. In connection with any offering (including any Disposition) in which the Stockholder is participating pursuant to Article IV or Article V, the Stockholder agrees to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) from and against any and all Liabilities arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading to the extent such Liabilities arise out of or are based upon written information furnished by the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation of, the Disclosure Package, the Registration Statement, the Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Stockholder in the transaction giving rise to such Liability.
Indemnification by the Stockholder. (a) Subject to Sections 8.1(b) through (d) and 8.3 through 8.7, from and after the Closing, the Stockholder shall indemnify and hold harmless Purchaser and its Affiliates, and their respective officers, directors, managers, employees, representatives and agents, from and against any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), suffered or incurred by any such party, if and to the extent such Losses are suffered or incurred by reason of, or arising out of, any of the following:
(i) The breach or failure of any representation or warranty of the Stockholder, the Company, or an Asset Seller contained in this Agreement (other than any Fundamental Representation) to be true and correct when made or deemed made under the terms hereof;
(ii) The breach or failure of any Fundamental Representation of the Stockholder, the Company or an Asset Seller contained in this Agreement to be true and correct when made or deemed made under the terms hereof;
(iii) The breach of any covenant or agreement of the Stockholder or any Asset Seller contained in this Agreement;
(iv) The Excluded Assets, Excluded Liabilities, Company Indebtedness or any Transaction Expenses of the Company;
(v) All Taxes (or the non-payment thereof) for which the Stockholder is responsible pursuant to Section 5.8;
(vi) All Liabilities relating to the employment of employees by the Company;
(vii) Any class action lawsuits (to the extent any such lawsuit covers conduct commencing prior to the Closing Date) alleging, in addition to any other claims, that the Business, the Company, the Stockholder or any Affiliates engaged in an anti-competitive agreement to eliminate online branded keyword search advertising or similar conduct; or
(viii) Those matters set forth on Section 8.1(a)(viii) of the Company Disclosure Schedule.
(b) No claim for indemnification may be made under Sections 8.1(a)(i), (ii), (iii) or (v) unless written notice, specifying in reasonable detail the nature of the claim, has been given to the Stockholder:
(i) at any time prior to sixty (60) days after the expiration of the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations, at any time until the date that is four (4) years after the Closing Date), with respect to any claim brought for a misrepresentation or breach of Sections 2.1 (Organization and Qu...
Indemnification by the Stockholder. Notwithstanding the Closing or the delivery of the Shares, the Stockholder indemnifies and agrees to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Companies (after Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of, (i) any and all Events of Breach (as defined below) or (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Companies or the conduct of the business of the Companies prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of the Stockholder or the Companies or the breach of any warranty of the Stockholder or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholder or the Companies (or any representative of the Stockholder or the Companies) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholder or the Companies duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholder or the Companies to be performed or observed.
Indemnification by the Stockholder. Subject to Clause 6.6 and Clause ---------------------------------- 6.8 hereof, the Stockholder shall indemnify the Company and the Buyer in respect of, and hold harmless the Company and the Buyer against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including, without limitation, amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") arising out of or related to any of the following:
(a) any misrepresentation or breach of any representation or warranty made by the Stockholder in this Agreement;
(b) any breach of any covenant, agreement or obligation of the Stockholder contained in this Agreement, or any other agreement, instrument or document attached to or delivered in connection with this Agreement as an exhibit or a schedule;
(c) any misrepresentation contained in any statement, certificate or schedule furnished by the Stockholder or the Company pursuant to this Agreement;
(d) any claim (including, without limitation, warranty and personal injury arising out of product liability claims), suit, action, arbitration, proceeding, investigation or other similar matter which relates to (i) products manufactured or sold by the Company prior to the Closing Date or (ii) the business or operations of the Company prior to the Closing Date;
(e) any claim, action or audit by any Governmental Entity in connection with the formation, establishment, maintenance, operation, winding-up or dissolution of the Stockholder or the Company, including but not limited to fees of attorneys, agents, auditors and inspectors, capital requirements and any other amounts;
(f) any claim by a stockholder or former stockholder of the Company or any other person, firm, corporation or entity, other than the Buyer, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of capital stock of or equity interest in the Company; (ii) any rights under the Charter or By-laws of the Company; or (iii) any claim that his or its shares were wrongfully repurchased by any stockholder at any time prior to the Closing; and
(g) any claim for Taxes payable by Seller or the Company derived from this agreement and the subject m...
Indemnification by the Stockholder. The Stockholder hereby covenants and agrees to indemnify and hold harmless the Purchaser and its respective successors and assigns, at all times from and after the date of Effective Closing Date against and in respect of the following:
(i) any damage or loss resulting from any misrepresentation, breach of representation or warranty or breach or non-fulfillment of any agreement or covenant on the part of the Company or the Stockholder under this Agreement, or from any inaccuracy or misrepresentation in or omission from any certificate or other instrument or document furnished or to be furnished by the Company or the Stockholder hereunder;
(ii) any liabilities or obligations of the Company or the Stockholder for federal, state or local income tax or, to the extent not accrued or reflected in the Financial Statements, any personal property, FICA, withholding, excise, unemployment, sales or franchise taxes arising from operations of the Company prior to the Effective Closing Date except as shown in Schedule 5.1(c) and 5.1(g) of the Disclosure Schedule.
(iii) all claims, actions, suits, proceedings, demands, assessments, judgments, costs, reasonable attorneys' fees and expenses of any nature incident to any of the matters indemnified against pursuant to this Section 9.1, including, without limitation, all such costs and expenses incurred in the defense thereof or in the enforcement of any rights of the Purchaser hereunder.
Indemnification by the Stockholder. In connection with any registration statement in which the Stockholder is participating, Stockholder shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2(a)) the Company, each director of the Company, each officer of the Company who signs such registration statement and all persons who control the Company within the meaning of the Securities Act, with respect to any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, to the extent, but only to the extent, such statement or omission was made in reliance upon and in conformity with information furnished to the Company through a written instrument duly executed by the Stockholder specifically for use in the preparation of such registration statement, preliminary prospectus or final prospectus or such amendment or supplement thereto, and provided that the liability of the Stockholder shall be limited to the amount of proceeds received by Stockholder in the offering giving rise to the indemnification claim.
Indemnification by the Stockholder. The Company, its officers, directors, agents, representatives, shareholders, affiliates and their respective successors and assigns (collectively, the "Company Parties") shall be indemnified and held harmless by the Stockholder from and against any and all damages, losses, liabilities, taxes (including any deficiencies and penalties and interest thereon), and costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) (collectively, "Damages") resulting from any misrepresentation, breach of warranty or non-fulfillment of any covenant or agreement on the part of the Stockholder contained in this Agreement or as a result of the transaction contemplated herein.
Indemnification by the Stockholder. The Stockholder 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, 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 Stockholder for use in the preparation of such Registration Statement, Prospectus, or amendment or supplement thereto; PROVIDED, HOWEVER, that the Stockholder 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 Stockholder has advised the Company that the filing of a post-effective amendment or supplement thereto is required with respect to any information contained in such Prospectus concerning the Stockholder, except such Prospectus as so amended or 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 Stockholder.
Indemnification by the Stockholder. The Stockholder agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable Law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Stockholder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to the Stockholder furnished to the Company by or on behalf the Stockholder specifically for inclusion therein; provided, however, that the total amount to be indemnified by the Stockholder pursuant to this Section 1(d)(ii) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by the Stockholder in the offering to which such Registration Statement or Prospectus relates; provided, further, that the Stockholder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, it has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which the Stockholder may otherwise have.
