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. 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. 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:
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:
Indemnification by the Stockholder. Subject to Section 8.3, the Stockholder agrees to indemnify and hold harmless GTS, any Affiliate of GTS and the directors, officers and employees of GTS or any of its Affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable counsel fees and disbursements (singularly, a "Loss," and collectively, the "Losses"), arising out of any claims by a third party or between the parties hereto relating to: (a) liabilities or obligations of CCI (whether absolute, accrued, contingent or otherwise), whether existing as of the Closing or arising out of facts or circumstances existing at or prior to the Closing, and whether or not those liabilities or obligations were known at the time of the Closing (except for those post-closing contractual obligations of the CCI specifically set forth on Schedule 8.1) including, without limitation, any Losses arising from any tax, environmental or regulatory matters; (b) any failure or breach by the Stockholder of any representation or warranty made by the Stockholder in this Agreement, including any Exhibit, Schedule, employment or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; (c) any failure to perform or breach by the Stockholder of any covenant, agreement, obligation or undertaking made by the CCI or Stockholder in this Agreement, including any Exhibit, Schedule or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; and (d) any failure after the Closing to perform any of the ongoing contractual obligations which are set forth on Schedule 8.1. GTS agrees that any for which it is to be paid in connection with the indemnification provided hereunder shall be in the following order (the "Set-Off Priority"): (i) recapture of the GTS Stock, up to a maximum value of $100,000, at a price per share recapture price equal to the per share price used to calculate the number of shares received by Stockholder pursuant to Section 2.2(ii) of this Agreement; provided, however, the Stockholder may elect, in his sole discretion, to make payment in cash in lieu of the recapture of GTS Stock; (ii) from amounts remaining due and owing from GTS to the Stockholder under the Promissory Note; (iii) form the Cash Consideration; (iv) from cash benefits (i.e., bonuses, etc.) due to the Stockholder under the Employment Agreement; and (v) from salary payments due to the Stockholder under the Employment Agreement.
Indemnification by the Stockholder. The Stockholder, ---------------------------------- hereby covenants and agrees to indemnify and hold harmless the Buyer and its respective successors and assigns (subject to the notice, timing and amount limitations set forth in this Agreement) against and in respect of any liability, loss, damage, expense or other cost, including without limitation reasonable attorneys' fees and expenses (a "Loss") resulting from any (a) ---- breach of any representation or warranty, or (b) breach or nonfulfillment of any agreement or covenant on the part of the Stockholder with respect to matters occurring before the Closing under this Agreement which survives the Closing. The indemnity provided in this Section 6.1 shall be satisfied by the Stockholder to the extent permitted by this Article VI. Notwithstanding any other provision of this Agreement to the contrary, the term "Loss" shall not include (a) any loss, liability, claim, damage or diminution in value that results from claims that were or would have been covered by the Company's insurance in effect as of the Closing if Buyer causes or permits the Company to terminate such coverage and fails to obtain adequate tail coverage; (b) any loss, liability, claim, damage or diminution in value that is proximately caused by any action of the Company or Buyer following the Closing, or (c) any consequential, incidental or punitive damages; and the term "Loss" shall mean the actual dollar amount of each such Loss and shall not be based on any multiple of such Loss. The remedy provided in this Article VI shall be Buyer's exclusive remedy with respect to Losses arising out of the matters set forth in this Section 6.1; provided nothing herein shall relieve any party for liability for fraud. Buyer grants to the Stockholder and her duly appointed representative the sole right to negotiate, resolve, settle or contest any claim for Tax with respect to which the Stockholder may have to indemnify Buyer under this Article VI; provided, however, that the Stockholder must engage -------- ------- professional advisors approved by Buyer with respect to the foregoing, such approval must not be unreasonably withheld. If the Stockholder does not assume the defense of any such claim for Tax, Buyer may defend the same in such manner as it may deem appropriate, but not settle or otherwise compromise any such audit or proceeding at the expense of the Stockholder without first obtaining the written consent of the Stockholder, such consent must no...
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 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 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.
