Common use of Indemnification by the Stockholder Clause in Contracts

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 not be unreasonably withheld.

Indemnification by the Stockholder. The StockholderStockholder -------------------------------------- agrees and recognizes that the Exchange being conducted with Taurus is based, ---------------------------------- to a material degree, upon the representations and warranties of the Stockholder as set forth and contained herein and the Stockholder hereby covenants and agrees to indemnify and hold harmless Taurus against all damages, costs, or expenses (including reasonable attorney's fees) arising as a result of any breach of representation or warranty or omission made herein by the Buyer and its respective successors and assigns (subject to the notice, timing and amount limitations set forth in this Agreement) Stockholder. If any action is brought against and Taurus in respect of which indemnity may be sought against the Stockholder pursuant to the foregoing paragraph, Taurus shall promptly notify the Stockholder in writing of the institution of such action (but the omission to so notify the Stockholder shall not relieve it from any liabilityliability that it may have to Taurus except to the extent the Stockholder is materially prejudiced or otherwise forfeit substantive rights or defenses by reason of such failure), loss, damage, expense or other costand the Stockholder shall assume the defense of such action, including without limitation reasonable attorneys' fees and expenses (a "Loss") resulting from any (a) ---- breach the employment of any representation or warranty, or (b) breach or nonfulfillment of any agreement or covenant on the part of the Stockholder with respect counsel to matters occurring before the Closing under this Agreement which survives the Closing. The indemnity provided in this Section 6.1 shall be satisfied chosen by the Stockholder to be reasonably satisfactory to Taurus, and payment of expenses. Taurus shall have the extent permitted right to employ the Stockholder or their own counsel in any such case, but the fees and expenses of such counsel shall be at Taurus expense, unless the employment of such counsel shall have been authorized in writing by this Article VI. Notwithstanding any other provision the Stockholder in connection with the defense of this Agreement to such action, or the contrary, the term "Loss" Stockholder shall not include (a) any losshave employed counsel to take charge of the defense of such action, liability, claim, damage or diminution in value that results from claims that were or would have been covered counsel employed 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 Stockholder shall not be based on any multiple diligently defending such action, or Taurus shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Stockholder, or that representation of Taurus by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case the Stockholder shall not have the right to direct the defense of such Lossaction on behalf of Taurus), in any of which event such fees and expenses shall be borne by the Stockholder. The remedy provided Anything in this Article VI paragraph to the contrary notwithstanding, the Stockholder shall not be Buyer's exclusive remedy liable for any settlement of, or any expenses incurred with respect to Losses arising out of to, any such claim or action effected without the matters set forth in this Section 6.1; provided nothing herein Stockholder's written consent, which consent 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 shall not, without 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 prior written consent of Taurus effect any settlement of any proceeding in respect of which Taurus is a party and indemnity has been sought hereunder unless such settlement includes an unconditional release of Taurus from all liability on claims that are the Stockholder, subject matter of such consent must not be unreasonably withheldproceeding.

Indemnification by the Stockholder. The Stockholder, ---------------------------------- hereby covenants to the extent it is selling Registrable Securities ("SELLING HOLDER"), agrees to indemnify and hold harmless CRLI, its directors and officers and each person, if any, who controls CRLI within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from CRLI to the Stockholder, but only with respect to, and to the extent that, information furnished in writing by the Stockholder or on the Stockholder's behalf expressly for use in any registration statement or final prospectus relating to the Registrable Securities (or any amendment or supplement thereto, or any preliminary prospectus) which contained an untrue statement or alleged untrue statement of a material fact or omitted or allegedly omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding anything to the contrary contained herein, the liability of the Stockholder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of the shares of Registrable Securities sold by the Stockholder bears to the total public offering price of all securities sold in such offering. In case any action or proceeding shall be brought against CRLI or its directors or officers, or any such controlling Person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to CRLI, and CRLI or its directors or officers or such controlling Person shall have the rights and duties given to such Selling Holder, by the preceding subsection. The Stockholder also agrees to indemnify and hold harmless the Buyer and its respective successors and assigns (subject to underwriters on substantially the notice, timing and amount limitations set forth in this Agreement) against and in respect same basis 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 that of the Stockholder with respect to matters occurring before the Closing under this Agreement which survives the Closing. The indemnity indemnification of CRLI 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 not be unreasonably withheldpreceding subsection.

Indemnification by the Stockholder. The Stockholder, ---------------------------------- hereby covenants to the extent it is selling Registrable Securities ("Selling Holder"), agrees to indemnify and hold harmless CRLI, its directors and officers and each person, if any, who controls CRLI within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from CRLI to the Stockholder, but only with respect to, and to the extent that, information furnished in writing by the Stockholder or on the Stockholder's behalf expressly for use in any registration statement or final prospectus relating to the Registrable Securities (or any amendment or supplement thereto, or any preliminary prospectus) which contained an untrue statement or alleged untrue statement of a material fact or omitted or allegedly omitted to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding anything to the contrary contained herein, the liability of the Stockholder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of the shares of Registrable Securities sold by the Stockholder bears to the total public offering price of all securities sold in such offering. In case any action or proceeding shall be brought against CRLI or its directors or officers, or any such controlling Person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to CRLI, and CRLI or its directors or officers or such controlling Person shall have the rights and duties given to such Selling Holder, by the preceding subsection. The Stockholder also agrees to indemnify and hold harmless the Buyer and its respective successors and assigns (subject to underwriters on substantially the notice, timing and amount limitations set forth in this Agreement) against and in respect same basis 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 that of the Stockholder with respect to matters occurring before the Closing under this Agreement which survives the Closing. The indemnity indemnification of CRLI 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 not be unreasonably withheldpreceding subsection.

Indemnification by the Stockholder. The Stockholder, ---------------------------------- hereby covenants and Stockholder agrees to indemnify and hold harmless the Buyer and its respective successors and assigns (subject harmless, to the noticefullest extent permitted by law, timing the Corporation, its directors, officers, partners, members, managers, stockholders and amount limitations set forth in this Agreementemployees and each Person who controls the Corporation (within the meaning of the Securities Act or the Exchange Act) from and against and in respect of any liability, loss, damage, expense or other cost, including without limitation reasonable attorneys' fees and expenses (a "Loss") Losses resulting from (i) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (aincluding any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) ---- breach of any representation or warranty, or (bii) breach any omission to state therein a material fact required to be stated therein or nonfulfillment necessary to make the statements therein (in the case of any agreement a Prospectus or covenant on the part preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information about the Stockholder with respect to matters occurring before the Closing under this Agreement which survives the Closing. The indemnity provided furnished in this Section 6.1 shall be satisfied writing by the Stockholder to the extent permitted by this Article VI. Notwithstanding any other provision Corporation specifically for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of this Agreement the Registrable Securities to the contrary, Person asserting the term "Loss" claim. In no event 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 liability of the Closing if Buyer causes or permits Stockholder hereunder be greater in amount than 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 the net proceeds received by the Stockholder under the sale of Registrable Securities giving rise to such Loss indemnification obligation less any amounts paid by such Holder pursuant to Section 9(d) and shall not be based on any multiple amounts paid by the Stockholder as a result of liabilities incurred under the underwriting agreement, if any, related to such Losssale. The remedy provided in this Article VI Corporation shall be Buyer's exclusive remedy entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to Losses arising out of the matters set forth information furnished in this Section 6.1; provided nothing herein shall relieve writing by such Persons specifically for inclusion in any party for liability for fraud. Buyer grants to the Stockholder and her duly appointed representative the sole right to negotiate, resolve, settle Prospectus 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 not be unreasonably withheldRegistration Statement.

Indemnification by the Stockholder. The Stockholder, ---------------------------------- hereby covenants and Stockholder agrees to indemnify and hold harmless the Buyer Company and each of its respective successors Affiliates, directors, employees, members, managers and assigns (subject agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, 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 fullest extent permitted by this Article VI. Notwithstanding applicable Law, from and against any other provision and all Losses to which they or any of this Agreement 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 contraryextent, but only to the term "Loss" shall not include (a) extent, that any loss, liability, claim, damage such untrue statement or diminution alleged untrue statement or omission or alleged omission is contained 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 written information relating to the Stockholder and her duly appointed representative furnished to the sole right to negotiate, resolve, settle Company by or contest any claim for Tax with respect to which on behalf the Stockholder may have to indemnify Buyer under this Article VIspecifically for inclusion therein; provided, however, that the total amount to be indemnified by the Stockholder must engage -------- ------- professional advisors approved by Buyer with respect pursuant to this Section 1(d)(ii) shall be limited to the foregoingnet proceeds (after deducting underwriters’ discounts and commissions) received by the Stockholder in the offering to which such Registration Statement or Prospectus relates; provided, such approval must further, that the Stockholder shall not be unreasonably withheld. If liable in any case to the Stockholder does not assume extent that prior to the defense filing of any such claim Registration Statement or Disclosure Package, or any amendment thereof or supplement thereto, it has furnished in writing to the Company, information expressly for Taxuse in, Buyer may defend and within a reasonable period of time prior to the same 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 such manner as it may deem appropriate, but not settle or otherwise compromise addition to any such audit or proceeding at the expense of liability which the Stockholder without first obtaining the written consent of the Stockholder, such consent must not be unreasonably withheldmay otherwise have.