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 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 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 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 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.