Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. The Stockholders, jointly and severally on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns, agree subsequent to the Effective Time to indemnify and hold harmless the Parent, the Surviving Corporation and their respective officers, directors, employees and agents (individually, a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Parent Indemnified Party (a "Loss" or "Losses"), arising out of, based upon or in connection with:

Appears in 3 contracts

Samples: Employment Agreement (Bizness Online Com), Employment Agreement (Bizness Online Com), Employment Agreement (Bizness Online Com)

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Indemnification by the Stockholders. The Stockholders, jointly and severally on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns, agree subsequent to the Effective Time to indemnify and hold harmless the Parent, the Surviving Corporation and their respective officers, directors, employees and agents (individually, a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Parent Indemnified Party (a "Loss" or "Losses"), arising out of, based upon or in connection with:

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Bizness Online Com), Agreement and Plan of Merger and Reorganization (Miller Kirk)

Indemnification by the Stockholders. The Stockholders, Stockholders jointly and severally on behalf with respect to the representations, warranties and covenants of themselves the Stockholders and their respective successors, executors, administrators, estates, heirs of each Stockholder severally but not jointly with respect to the representations and permitted assigns, warranties that relate only to such Stockholder agree subsequent to the Effective Time Closing to indemnify and hold harmless the ParentLLC, the Surviving Corporation Merger Sub, AMG and their respective subsidiaries and Affiliates and persons serving as officers, directors, partners stockholders or employees and agents thereof (individually, individually a "Parent AMG Indemnified Party" and collectively, collectively the "Parent AMG Indemnified Parties") harmless from and against and in respect of all lossesany damages, liabilities, obligationslosses (including, damageswithout limitation, deficienciesdiminution in value), actions, suits, proceedings, demands, assessments, orders, judgmentstaxes, fines, penalties, costs costs, and expenses (including the including, without limitation, reasonable fees, disbursements and expenses fees of attorneys, accountants and consultantscounsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained), suffered or incurred by or made against any Parent and, if the AMG Indemnified Party is the LLC, net of any insurance proceeds actually received by the LLC (a "Loss" or "Losses"less the aggregate premiums paid by the LLC for such insurance), which may be sustained or suffered by any of them arising out of, of or based upon or in connection withany of the following matters:

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Affiliated Managers Group Inc), Agreement and Plan of Reorganization (Affiliated Managers Group Inc)

Indemnification by the Stockholders. The Stockholders, jointly and severally on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns, agree subsequent to the Effective Time Closing Date to indemnify and hold harmless the Parent, the Surviving Corporation Company and their respective officers, directors, employees and agents (individually, a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Parent Indemnified Party (a "Loss" or "Losses"), arising out of, based upon or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (Bizness Online Com)

Indemnification by the Stockholders. The Stockholders, jointly and severally on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns, agree subsequent to the Effective Time to indemnify and hold harmless the Parent, the Surviving Corporation and their respective officers, directors, employees and agents (individually, a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Parent Indemnified Party (a "Loss" or "Losses"), solely to the extent of the limitations set forth in SECTION 12.2 below, arising out of, based upon or in connection with:

Appears in 1 contract

Samples: Employment Agreement (Bizness Online Com)

Indemnification by the Stockholders. The Stockholders, jointly and severally on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns, agree subsequent to the Effective Time until the period of time set forth in Section 13.10 to indemnify and hold harmless the Parent, the Surviving Corporation and their respective officers, directors, employees and agents (individually, a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Parent Indemnified Party (a "Loss" or "Losses"), arising out of, based upon or in connection with:

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Bizness Online Com)

Indemnification by the Stockholders. The Stockholders, jointly and severally on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns, jointly and severally, agree subsequent to the Effective Time Closing Date to indemnify and hold harmless the ParentCompany, the Surviving Corporation its affiliates and their respective shareholders, officers, directors, employees and agents (individually, a "Parent Company Indemnified Party" and collectively, the "Parent Company Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Parent Company Indemnified Party (a "Loss" or "Losses"), ) arising out of, based upon or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (Daka International Inc)

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Indemnification by the Stockholders. The Each of the Stockholders, jointly and severally on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assignsassigns as contemplated by Section 6.04, jointly and severally, subject to Section 5.02(b), agree subsequent to the Effective Time Closing Date to indemnify and hold harmless the ParentNatrol, the Surviving Corporation its affiliates and their respective shareholders, officers, directors, employees and agents (individually, a "Parent Buyer Indemnified Party" and collectively, the "Parent Buyer Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoingforegoing and including any loss of Tax benefit or increase in Taxes payable for future periods) sustained, suffered or incurred by or made against any Parent Buyer Indemnified Party (a "Loss" or "Losses"), ) arising out of, based upon or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (Natrol Inc)

Indemnification by the Stockholders. The Stockholders, jointly and severally on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns, agree subsequent to the Effective Time to indemnify and hold harmless the Parent, the Surviving Corporation and their its respective officers, directors, employees and agents (individually, a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Parent Indemnified Party (a "Loss" or "Losses"), arising out of, based upon or in connection with:

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Bizness Online Com)

Indemnification by the Stockholders. The Stockholders, Stockholders jointly and severally severally, on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns, agree subsequent to the Effective Time to indemnify and hold harmless the Parent, the Surviving Corporation and their respective officers, directors, employees and agents (individually, a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Parent Indemnified Party (a "Loss" or "Losses"), arising out of, based upon or in connection with:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bizness Online Com)

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