Common use of Indemnification for Shareholder Agent Clause in Contracts

Indemnification for Shareholder Agent. The shareholders of the Company shall, severally and not jointly, on a pro rata basis based on their proportionate ownership interests in the Company, indemnify, defend and hold the Shareholder Agent harmless from and against any loss, damage, tax, liability and expense that may be incurred by the Shareholder Agent arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties, except as caused by the Shareholder Agent's gross negligence or willful misconduct, including the legal costs and expenses of defending such Shareholder Agent against any claim or liability in connection with the performance of the Shareholder Agent's duties. The Shareholder Agent shall be entitled, but not limited, to such indemnification from the Escrow prior to any distribution thereof to the shareholders of the Company, but after any distributions therefrom to Broadcom.

Indemnification for Shareholder Agent. The Company's shareholders of the Company shall, severally and not jointly, on a pro rata basis based on their proportionate ownership interests in the Company, indemnify, defend and hold the Shareholder Agent harmless from and against any loss, damage, tax, liability and expense that may be incurred by the Shareholder Agent arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties, except as caused by the Shareholder Agent's gross negligence or willful misconduct, including the legal costs and expenses of defending such Shareholder Agent against any claim or liability in connection with the performance of the Shareholder Agent's duties. The Shareholder Agent shall be entitled, but not limited, to such indemnification from the Escrow Fund prior to any distribution thereof to the shareholders of the Company's shareholders, but after any distributions therefrom to BroadcomParent.

Indemnification for Shareholder Agent. The shareholders of the Company Target shall, severally and not jointly, on a pro rata basis based on their proportionate ownership interests in the CompanyTarget, indemnify, defend and hold the Shareholder Agent harmless from and against any loss, damage, tax, liability and expense that may be incurred by the Shareholder Agent arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties, except as caused by the Shareholder Agent's gross negligence or willful misconduct, including the legal costs and expenses of defending such Shareholder Agent against any claim or liability in connection with the performance of the Shareholder Agent's duties. The Shareholder Agent shall be entitled, but not limitedlimited to, to such indemnification from the Escrow prior to any distribution thereof to the shareholders of the CompanyTarget, but after any distributions therefrom to BroadcomAcquiror.

Indemnification for Shareholder Agent. The shareholders of the Company shall, severally and not jointly, on a pro rata basis based on their proportionate ownership interests interest in the Company, indemnify, defend and hold the Shareholder Agent harmless from and against any loss, damage, tax, liability and expense that may be incurred by the Shareholder Agent arising out of or in connection with the acceptance or administration of the Shareholder Agent's duties, except as caused by the Shareholder Agent's gross negligence or willful misconduct, including the legal costs and expenses of defending such Shareholder Agent against any claim or liability in connection with the performance of the Shareholder Agent's duties. The Shareholder Agent shall be entitled, but not limitedlimited to, to such indemnification from the Escrow prior to any distribution thereof to the shareholders of the Company, but after any distributions therefrom to BroadcomParent.