Common use of INDEMNIFICATION BY VESTCOM Clause in Contracts

INDEMNIFICATION BY VESTCOM. VESTCOM covenants and agrees that it will indemnify, defend, protect and hold harmless the STOCKHOLDERS at all times from and after the Effective Time of the Merger until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the STOCKHOLDERS as a result of or arising from (i) any breach by VESTCOM or NEWCO of their representations and warranties set forth herein or on the Schedules or certificates attached hereto, (ii) any non-fulfillment of any agreement on the part of VESTCOM or NEWCO under this Agreement, (iii) any liabilities which the STOCKHOLDERS may incur due to VESTCOM'S or NEWCO'S failure to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that VESTCOM or NEWCO has claims against the STOCKHOLDERS by reason of such liabilities), or (iv) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to VESTCOM or NEWCO contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or

INDEMNIFICATION BY VESTCOM. VESTCOM covenants and agrees that it will indemnify, defend, protect and hold harmless the STOCKHOLDERS at all times from and after the Effective Time of the Merger until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the STOCKHOLDERS as a result of or arising from (i) any breach by VESTCOM or NEWCO of their representations and warranties set forth herein or on the Schedules or certificates attached hereto, (ii) any non-fulfillment of any agreement on the part of VESTCOM or NEWCO under this Agreement, (iii) any liabilities which the STOCKHOLDERS may incur due to VESTCOM'S or NEWCO'S failure to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that VESTCOM or NEWCO has claims against the STOCKHOLDERS by reason of such liabilities), or (iv) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to VESTCOM or NEWCO contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, oror arising out of or based upon any omission or alleged omission to state therein a material fact relating to VESTCOM or NEWCO required to be stated therein or necessary to make the statements therein not misleading.

INDEMNIFICATION BY VESTCOM. VESTCOM covenants and agrees that it will indemnify, defend, protect and hold harmless the STOCKHOLDERS at all times from and after the Effective Time of the Merger Mergers until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the STOCKHOLDERS as a result of or arising from (i) any breach by VESTCOM or NEWCO of their representations and warranties set forth herein or on the Schedules or certificates attached hereto, (ii) any non-non- fulfillment of any agreement on the part of VESTCOM or NEWCO under this Agreement, (iii) any liabilities which the STOCKHOLDERS may incur due to VESTCOM'S or NEWCO'S failure to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that VESTCOM or NEWCO has claims against the STOCKHOLDERS by reason of such liabilities), or (iv) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to VESTCOM or NEWCO contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, oror arising out of or based upon any omission or alleged omission to state therein a material fact relating to VESTCOM or NEWCO required to be stated therein or necessary to make the statements therein not misleading.

INDEMNIFICATION BY VESTCOM. VESTCOM covenants and agrees that it will indemnify, defend, protect and hold harmless the STOCKHOLDERS at all times from and after the Effective Time of the Merger until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the STOCKHOLDERS as a result of or arising from (i) any breach by VESTCOM or NEWCO of their representations and warranties set forth herein or on the Schedules or certificates attached hereto, (ii) any non-non- fulfillment of any agreement on the part of VESTCOM or NEWCO under this Agreement, (iii) any liabilities which the STOCKHOLDERS may incur due to VESTCOM'S or NEWCO'S failure -69- 77 to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that VESTCOM or NEWCO has claims against the STOCKHOLDERS by reason of such liabilities), or (iv) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to VESTCOM or NEWCO contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, oror arising out of or based upon any omission or alleged omission to state therein a material fact relating to VESTCOM or NEWCO required to be stated therein or necessary to make the statements therein not misleading.

INDEMNIFICATION BY VESTCOM. VESTCOM covenants and agrees that it will indemnify, defend, protect and hold harmless the STOCKHOLDERS at all times from and after the Effective Time of the Merger -80- 88 Consummation Date until (A) the Expiration DateDate as defined in Section 5 above, in the case of an event described in (i) or (iii) of this Section 11.2 below and (B) the date of expiration of any applicable statute of limitation period in the case of an event described in (ii) of this Section 11.2 below, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by the STOCKHOLDERS as a result of or arising from (i) any breach by VESTCOM or NEWCO of their representations and warranties set forth herein or on the Schedules or certificates attached hereto, (ii) any non-fulfillment of any covenant or agreement on the part of VESTCOM or NEWCO under this Agreement, or (iii) any liabilities which the STOCKHOLDERS may incur due to VESTCOM'S or NEWCO'S failure to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that VESTCOM or NEWCO has claims against the STOCKHOLDERS by reason of such liabilities), or (iv) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to VESTCOM or NEWCO contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, oror arising out of or based upon any omission or alleged omission to state therein a material fact relating to VESTCOM or NEWCO required to be stated therein or necessary to make the statements therein not misleading.

INDEMNIFICATION BY VESTCOM. VESTCOM covenants and agrees that it will indemnify, defend, protect and hold harmless the STOCKHOLDERS at all times from and after the Effective Time of the Merger until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, -69- 77 reasonable attorneys' fees and expenses of investigation) incurred by the STOCKHOLDERS as a result of or arising from (i) any breach by VESTCOM or NEWCO of their representations and warranties set forth herein or on the Schedules or certificates attached hereto, (ii) any non-fulfillment of any agreement on the part of VESTCOM or NEWCO under this Agreement, (iii) any liabilities which the STOCKHOLDERS may incur due to VESTCOM'S or NEWCO'S failure to be responsible for the liabilities and obligations of the COMPANY as provided in Section 1 hereof (except to the extent that VESTCOM or NEWCO has claims against the STOCKHOLDERS by reason of such liabilities), or (iv) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to VESTCOM or NEWCO contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, oror arising out of or based upon any omission or alleged omission to state therein a material fact relating to VESTCOM or NEWCO required to be stated therein or necessary to make the statements therein not misleading.