Common use of Indemnification by the Stockholder Clause in Contracts

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. Notwithstanding the Closing or the delivery of the Shares, the Stockholder indemnifies and agrees Xx. Xxxxx indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Companies Company (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 Company 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 Company or the conduct of the business of the Companies Company 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 Stockholder, the Company or the Companies Xx. Xxxxx or the breach of any warranty of the Stockholder Stockholder, the Company or the Companies Xx. Xxxxx 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 Stockholder, the Company or the Companies Xx. Xxxxx (or any representative of the Stockholder Stockholder, the Company or the CompaniesXx. Xxxxx) 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 Stockholder, the Company or the Companies Xx. Xxxxx duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholder Stockholder, the Company or the Companies Xx. Xxxxx to be performed or observed.

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 Company (after the Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (other than the Stockholder) (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies Company after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 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 Stockholder Events of Breach (as defined below) or 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 Company or the conduct of the business of the Companies Company prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Stockholder 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 Company or the breach of any warranty of the Stockholder or the Companies Company 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 Company (or any representative of the Stockholder or the CompaniesCompany) to UAG or Sub (or any representative of UAGUAG or Sub) and any misrepresentation in or omission from any document furnished to UAG or Sub in connection with the Closing, and (ii) any failure of the Stockholder or the Companies Company duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholder or the Companies Company to be performed or observed.

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 Company (after the Closing), and any of their respective officers, directors, employees, stockholders, advisors, representativesrepre-sentatives, agents and Affiliates (other than the Stockholder) (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies Company after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 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 Stockholder Events of Breach (as defined below) or 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 Company or the conduct of the -38- business of the Companies Company prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Stockholder 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 Company or the breach of any warranty of the Stockholder or the Companies Company 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 Company (or any representative of the Stockholder or the CompaniesCompany) to UAG or Sub (or any representative of UAGUAG or Sub) and any misrepresentation in or omission from any document furnished to UAG or Sub in connection with the Closing, and (ii) any failure of the Stockholder or the Companies Company duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholder or the Companies Company to be performed or observed.

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 UAGSUNBELT, Sub, the Companies Company (after the Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates affiliates (other than the Stockholder) (each a "UAG SUNBELT Indemnified Party"), if a UAG SUNBELT Indemnified Party Parry (including the Companies Company after the Closing Date) shall at any time or from time to time suffer any Costs (as defined deemed in Section 9.6 SECTION 9.7 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 Stockholder 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 Company or GCI SUBSIDIARY or the conduct of the business of the Companies Company or the GCI SUBSIDIARY prior to the Closing Date (a "Stockholder Third Party Claim"); or (iii) any tax liability of the Company or GCI SUBSIDIARY arising out of the operation of the Company or GCI SUBSIDIARY by the Stockholder or their employees or their representatives prior to Closing. As used herein, "Stockholder 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 Company or the breach of any warranty of the Stockholder or the Companies Company 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 Company (or any representative of the Stockholder SUNBELT or the Companies) to UAG (or any representative of UAGSub) and any misrepresentation in or omission from any document furnished to UAG SUNBELT or Sub in connection with the Closing, and (ii) any failure of the Stockholder or the Companies Company to duly to perform or observe any term, provision, covenant, agreement or condition on the part of the such Stockholder or the Companies Company to be performed or observed.

Indemnification by the Stockholder. Notwithstanding the Closing or the delivery of the Shares, the Stockholder indemnifies each Stockholder, jointly and severally, indemnities and agrees to fully defend, save and hold harmless on an after-tax basis UAGLAS, Sub, the Companies Company (after Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG LAS Indemnified Party"), if a UAG LAS Indemnified Party (including the Companies Company 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 Company or the conduct of the business of the Companies Company 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 Company or the breach of any warranty of the Stockholder or the Companies Company 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 Company (or any representative of the Stockholder or the CompaniesCompany) to UAG LAS (or any representative of UAGLAS) and any misrepresentation in or omission from any document furnished to UAG LAS in connection with the Closing, and (ii) any failure of the Stockholder or the Companies Company duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholder or the Companies Company to be performed or observed.

Indemnification by the Stockholder. Notwithstanding The Stockholder shall indemnify the Closing Buyer and the Company in respect of, and hold the Buyer and the Company harmless against, any and all debts, obligations and other liabilities, monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses, costs 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) (collectively, "Damages") incurred or suffered by the Buyer 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 Company resulting from, relating to or shall pay constituting: (a) any misrepresentation or become obligated breach of warranty by the Stockholder or failure to pay perform any sum on account ofcovenant or agreement of the Stockholder contained in this Agreement or in the certificate delivered pursuant to Section 5.1(i); (b) any misrepresentation or breach of warranty by the Company or failure by the Company to perform any covenant or agreement intended to be performed prior to the Closing contained in this Agreement or in the certificate delivered pursuant to Section 5.1(i); (c) the termination of employment of employees of the Company prior to the Closing that arose under any federal or state law or under any Employee Benefit Plan established or maintained by the Company or any Affiliate, or any workplace conditions of the Company existing prior to the Closing; (d) any claim by the Stockholder or any former stockholder of the Company, or any other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any and all Events shares of Breach (as defined below) stock of the Company or options therefor; (ii) any Claim before rights of a stockholder, including any option or preemptive rights or rights to notice or to vote; (iii) any rights under the Certificate of Incorporation, bylaws or other organizational document of the Company; or (iv) any claim that his, her or its shares were wrongfully repurchased by the Company; or (e) any claim by any court, arbitrator, panel, agency person or other governmental, administrative or judicial entity, which Claim involvesseeking to assert, 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 followingbased upon: (i) any untruth liability or inaccuracy in any representation obligation, whether or not disclosed to the Buyer on the Disclosure Schedule or otherwise, not relating to the Division, arising from the operations, acts or omissions of the Stockholder Company, the Stockholder, CSC or the Companies or the breach of any warranty Affiliate of the Stockholder or Company; (ii) those liabilities of the Companies contained in Company set forth on Attachment 6.1(e) to this Agreement, including, without limitation, any misrepresentation in, whether or omission from, any statement, certificate, schedule, exhibit, annex not disclosed to the Buyer on the Disclosure Schedule or other document furnished pursuant to this Agreement by otherwise (the Stockholder or the Companies "Excluded Liabilities"); and (or any representative iii) all liabilities of the Stockholder Company, whether or not disclosed to the Companies) Buyer on the Disclosure Schedule or otherwise, relating to UAG (or any representative of UAG) and any misrepresentation in or omission the transfer from any document furnished to UAG in connection with the Closing, and (ii) any failure Company of the Stockholder or assets and liabilities not related to the Companies duly to perform or observe any termDivision, provision, covenant, agreement or condition on the part as set forth in Section 4.8 of the Stockholder or the Companies to be performed or observedthis Agreement.