Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. The Stockholders indemnify and hold the Company, Buyer and their respective subsidiaries and affiliates and persons serving as officers, directors, partners or employees thereof (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, losses, Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) 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, (collectively, "Losses") which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (a) fraud, intentional misrepresentation or a deliberate or willful breach by the Company or any Stockholder of any of their representations, warranties or covenants under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto; (b) any other breach of any representation, warranty or covenant of the Company or any Stockholder under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants; and (c) any liability of the Company for Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) arising from an event or transaction prior to the Closing which have not been paid or provided for or reserved against by the Company or a Subsidiary, including without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the Company. (d) Notwithstanding the foregoing, no Stockholder shall be responsible for more than 20% of any Losses.

Appears in 1 contract

Samples: Stock Purchase Agreement (Breda Telephone Corp)

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Indemnification by the Stockholders. The DHG Entities and the Stockholders jointly and severally agree subsequent to the Closing to indemnify and hold the Company, Buyer and their respective its subsidiaries and affiliates and persons serving as officers, directors, partners or employees thereof of the DHG Entities or Buyer (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, losses, Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever, whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing, (collectively, "Losses") which may be sustained or suffered by any of them arising out of or based upon any of the following matters: (a) a. fraud, intentional misrepresentation or a deliberate or willful wilful breach by the Company DHG Entities or any Stockholder of any of their representations, warranties or covenants under this Agreement or in any certificate, schedule or exhibit delivered pursuant heretoto this Agreement; (b) b. any other material breach of any representation, warranty or covenant of the Company DHG Entities or any Stockholder under this Agreement or in any certificate, schedule or exhibit delivered pursuant heretoto this Agreement, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such those representations, warranties or covenants; and (c) c. any liability of the Company DHG Entities for Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) arising from an event or transaction prior to the Closing or as a result of the Closing which have not been paid or provided for or reserved against by the Company or a SubsidiaryDHG Entities, including without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the CompanyDHG Entities. (d) Notwithstanding the foregoing, no Stockholder shall be responsible for more than 20% of any Losses.

Appears in 1 contract

Samples: Purchase Agreement (Continucare Corp)

Indemnification by the Stockholders. The Stockholders indemnify Following the CPI Merger Effective Time and subject to the terms and conditions of this Agreement, each Stockholder will severally (but not jointly) indemnify, defend and hold the Company, harmless Buyer and each Subsidiary and Affiliate of Buyer and their respective subsidiaries permitted assigns and affiliates and persons serving as the officers, directors, partners or employees thereof and agents (individually a "Buyer Indemnified Party" and collectively collectively, the "Buyer Indemnified PartiesGroup") harmless from and against any damages, liabilitiesand all obligations, losses, Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) fines, penaltiesClaims, costs, interest, awards, judgments, penalties and damages (including reasonable expenses of investigation and reasonable attorney's fees and expenses (includingin connection with any action, without limitation, reasonable fees of counsel) of any kind suit or nature whatsoeverproceeding, whether before or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of after the foregoing, CPI Merger Effective Time) (collectively, "LossesDamages") which may be sustained incurred or suffered by any member of them the Buyer Group based upon or arising out of or based upon in connection with or related to any of the following matters: (a) fraud, intentional misrepresentation or a deliberate or willful breach by the Company or any Stockholder CPI of any of their representationsits agreements, obligations, covenants or representations and warranties contained in the Merger Agreement (other than with respect to Taxes and with respect to the representations and warranties set forth in Section 5.1(f) of the Merger Agreement which is the subject of Section 3) or covenants under this Agreement any agreement or document entered in any certificate, schedule connection therewith or exhibit delivered pursuant hereto; thereto to which CPI is party in an amount equal to each Stockholder's Percentage Share (bas defined in Section 4(a)(ii)) of the Damages so incurred or suffered. Notwithstanding anything contained herein to the contrary, in no event shall any Stockholder be obligated to indemnify any member of the Buyer Group for Damages (including Tax liabilities) arising from or relating to (i) any actions taken by a Person (other breach than a Stockholder) after the Company Merger Effective Time or (ii) any Damages incurred or suffered by the Company, including any Damages of any representation, warranty the Company for which CPI is liable or covenant secondarily liable by virtue of its ownership of the capital stock of the Company or any Stockholder under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants; and (c) any liability of the Company for Taxes (except any tax liability incurred its status as a result of any tax audit referenced in Section 2.8) arising from an event or transaction prior to the Closing which have not been paid or provided for or reserved against by the Company Affiliate or a Subsidiary, including without limitation, any increase in Taxes due to the unavailability controlling person of any loss or deduction claimed by the Company. (d) Notwithstanding the foregoing, no Stockholder shall be responsible for more than 20% of any Losses.

Appears in 1 contract

Samples: Indemnification Agreement (MCC Acquisition Holdings Corp)

Indemnification by the Stockholders. The Stockholders Each Stockholder shall indemnify and hold harmless the Company, Buyer each of its officers and their respective subsidiaries and affiliates and persons serving as officers, directors, partners or employees thereof (individually a "Buyer Indemnified Party" and collectively each Person, if any, who controls the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, losses, Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) 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 Company within the meaning of the foregoing, Securities Act or the Exchange Act in respect of the registration of Registrable Securities pursuant to this Agreement (collectively, "Losses"the “Company Indemnitees”), against any losses, claims, damages, expenses, judgments or liabilities (joint or several) to which any Company Indemnitee may become subject under the Securities Act, the Exchange Act or any other securities law, including any amount paid in settlement of any litigation commenced or threatened (unless such settlement is effected without the consent of such Stockholder, which consent will not be sustained unreasonably withheld), and shall reimburse each Company Indemnitee, as and when incurred, for any legal or suffered other expenses incurred by such Company Indemnitee in connection with investigating any of them arising claims and defending any actions, insofar as such losses, claims, damages, expenses, judgments or liabilities (or actions in respect thereto) shall arise out of or shall be based upon any of the following matters: (a) fraudany violation or alleged violation by such Stockholder of the Securities Act, intentional misrepresentation the Exchange Act or a deliberate any other securities laws, relating to any action taken or willful breach by any action or inaction required of such Stockholder in connection with the registration of Registrable Securities pursuant to this Agreement (excluding any failure or alleged failure to identify or describe the Stockholders as underwriters with respect to the registration for sale, offer and sale of the Registrable Securities, and excluding any failure or alleged failure of any Stockholder Indemnitee to fulfill any responsibility or alleged responsibility to investigate or otherwise verify the accuracy or sufficiency of information relating to the Company in (or incorporated by reference into) the Registration Statement (or any Stockholder of preliminary or final prospectus included therein) or any of their representationsamendment thereof or supplement thereto), warranties or covenants under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto; (b) any other untrue statement or alleged untrue statement, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in information relating to the Stockholders (excluding any failure or alleged failure to identify or describe the Stockholders as underwriters with respect to the registration for sale, offer and sale of the Registrable Securities) if such statement or omission shall have been (i) contained in or omitted from information furnished to the Company in writing by or on behalf of a Stockholder expressly for inclusion in the Registration Statement (or in any preliminary or final prospectus included therein), and (ii) shall not have been corrected in writing by or on behalf of a Stockholder before the time the final prospectus is required to be delivered by the Company under applicable law, or (c) any breach by a Stockholder of any representationprovision of this Agreement. Notwithstanding the foregoing, warranty or covenant in no event shall the aggregate indemnity obligation of the Company or any Stockholder under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or Section 4.2 exceed the net proceeds from the offering received by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants; and (c) any liability of the Company for Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) arising from an event or transaction prior to the Closing which have not been paid or provided for or reserved against by the Company or a Subsidiary, including without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the CompanyStockholder. (d) Notwithstanding the foregoing, no Stockholder shall be responsible for more than 20% of any Losses.

Appears in 1 contract

Samples: Registration Rights Agreement (Amerisourcebergen Corp)

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Indemnification by the Stockholders. The Stockholders shall jointly and severally (or, in the case of the representations and warranties in Article V, severally and not jointly) indemnify and hold the Company, Buyer and their respective subsidiaries and affiliates and persons serving as officers, directors, partners or employees thereof (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless defend each Mattress Firm Indemnitee from and against any damages, liabilities, losses, Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) fines, penalties, costsagainst, and expenses (includinghold each Mattress Firm Indemnitee harmless from, without limitationany Damages that any Mattress Firm Indemnitee may suffer or incur based upon, reasonable fees of counsel) of any kind or nature whatsoever, whether or not arising out of third-party claims and including all amounts paid of, relating to or in investigation, defense or settlement of the foregoing, (collectively, "Losses") which may be sustained or suffered by any of them arising out of or based upon connection with any of the following matters:(whether or not in connection with any third party claim): (a) fraud, intentional misrepresentation the inaccuracy of any representation or a deliberate or willful breach warranty made by the Company or any Stockholder of any of their representations, warranties in or covenants under pursuant to this Agreement or in respect of any certificateclaim made based upon facts alleged that, schedule if true, would make any representation or exhibit delivered pursuant heretowarranty to be inaccurate; (b) the failure by any other breach of Stockholder to perform or to comply with any representation, warranty covenant or covenant obligation in this Agreement that is required to be performed or complied with by any Stockholder; (c) the conduct of the Company business of Elite at or prior to the Closing; (d) Taxes with respect to any Pre-Closing Period for which Elite or the Surviving Corporation, as successor, is or may be liable and the effect, if any, on Mattress Firm, the Surviving Corporation or any Stockholder under this Agreement or of their Affiliates in any certificateperiod that ends after the Closing Date of an adjustment in a Tax Return of Elite that relates to a Pre-Closing Period to the extent such Taxes are not reflected on the Financial Statements; (e) any failure of Elite to properly withhold Taxes or pay employment Taxes required to be withheld or paid by Elite, schedule Newco, Mattress Firm or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenantsthe Surviving Corporation with respect to compensation to the Stockholders resulting from the Reorganization; and (cf) any liability of withholding or employment Taxes required to be paid by Elite, Newco, Mattress Firm or the Company for Taxes (except any tax liability incurred Surviving Corporation as a result of any tax audit referenced in Section 2.8) arising from an event or transaction prior to the Closing which have not been paid or provided for or reserved against by treatment of the Company or a Subsidiary, including without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the CompanyAcquisition Consideration as compensation. (d) Notwithstanding the foregoing, no Stockholder shall be responsible for more than 20% of any Losses.

Appears in 1 contract

Samples: Acquisition Agreement (Mattress Holding Corp.)

Indemnification by the Stockholders. The In addition to any other indemnification obligations of the Stockholders contained elsewhere herein, the procedure for which will be governed by the terms of this Article 6, Stockholders hereby severally but not jointly agree to indemnify and hold the CompanyInterland, Buyer Merger Sub and their respective subsidiaries and affiliates and persons serving as agents, employees, officers, directors, partners or employees thereof (individually a "Buyer Indemnified Party" successors and collectively the "Buyer Indemnified Parties") assigns and hold them harmless from and against any damagesall claims, liabilities, damages, losses, Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) fines, penalties, costs, costs and expenses (including, without limitation, including reasonable fees of counselattorneys' fees) 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, (collectively, "Losses") which may be sustained incurred or suffered by any of them and arising out of or based upon any of the following mattersof: (ai) fraud, intentional misrepresentation any breach of any agreement or a deliberate or willful breach by the Company covenant of Trellix or any Stockholder inaccurate or erroneous warranty or representation of Trellix contained herein or in any Exhibit, Schedule or Revised Schedule hereto or any instrument or document entered into pursuant hereto, including, without limitation, the Trellix Transaction Documents; (ii) reasonable costs or expenses which may be incurred by Interland, Merger Sub or any affiliate thereof in curing any breach of their representationscovenant, warranties warranty or covenants under representation by Trellix contained in this Agreement or made pursuant hereto or the Trellix Transaction Documents together with all reasonable costs and expenses incurred by Interland or Merger Sub in defending any certificatesuit or action which may be brought against it alleging such breach, schedule or exhibit delivered pursuant heretoincluding, but not limited to, reasonable attorneys' fees; (biii) any other breach obligation of any representation, warranty Interland or covenant the Surviving Corporation to pay holders of Dissenting Shares amounts in excess of the Company or any Stockholder amount of Merger Consideration to which such holder would be entitled under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto, or by reason the terms of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants; and (c) any liability of the Company for Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) arising from an event or transaction prior to the Closing which have not been paid or provided for or reserved against by the Company or a Subsidiary, including without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the Company. (d) Notwithstanding the foregoing, no Stockholder shall be responsible for more than 20% of any Losses.Section

Appears in 1 contract

Samples: Merger Agreement (Interland Inc /Mn/)

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