Indemnification of Shareholder. Whenever registration with respect to any shares of Shareholder's common stock is effected under the Securities Act pursuant hereto, Vision 21 will indemnify and hold harmless Shareholder, each underwriter, the directors, officers, employees and agents of each underwriter, and each person, if any, who controls each underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, (including any securities law violations) insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, provided that Vision 21 will not be liable to Shareholder to the extent that such loss, claim, liability, expense or damage is based on an untrue statement or omission made in reliance on and in conformity with information furnished to Vision 21 by Shareholder, or by Shareholder through any attorney-in-fact, expressly for inclusion in the registration statement or any prospectus included in such registration statement.
Indemnification of Shareholder. The Purchaser will indemnify and hold Shareholder and its directors, officers, shareholders, partners, employees and agents (each, a "Shareholder Party") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation (collectively, "Losses") that a Shareholder Party may suffer or incur as a result of or relating to the failure of the representations and warranties of the Shareholder to be true and correct.
Indemnification of Shareholder. If any Shareholder or former Shareholder of any Series shall be held personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by such Shareholder, assume the defense of any claim made against such Shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.
Indemnification of Shareholder. (a) Subject to Section 10.4, F5 Finishes agrees to indemnify Shareholder against and hold him harmless from:
(1) any Indemnifiable Loss that Shareholder suffers or incurs that is caused by, arises out of or relates to any inaccuracy in or breach of any representation and warranty by F5 Finishes in Article 5 or in the certificate delivered at Closing pursuant to Section 2.5(j); or
(2) any Indemnifiable Loss that Shareholder suffers or incurs that is caused by, arises out of or relates to F5 Finishes’ breach of or failure to perform any of its obligations under this Agreement in any material respect.
(b) The benefit of F5 Finishes’ indemnification obligation under this Section 10.2 shall extend to the heirs and legal representatives of Shareholder.
Indemnification of Shareholder. If any Shareholder or former Shareholder of the Trust or any Series or any Class shall be held to be personally liable solely by reason of a claim or demand relating to such Person being or having been a Shareholder, and not because of such Person’s acts or omissions, the Shareholder or former Shareholder (or such Person’s heirs, executors, administrators, or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such claim or demand, but only out of the assets held with respect to the particular Series of Shares of which such Person is or was a Shareholder and from or in relation to which such liability arose. The Trust, on behalf of the applicable Series, may, at its option, assume the defense of any such claim made against such Shareholder. Neither the Trust nor the applicable Series shall be responsible for satisfying any obligation arising from such a claim that has been settled by the Shareholder without the prior written notice to, and consent of, the Trust.
Indemnification of Shareholder. To the extent permitted by law, RPM will indemnify and hold harmless Shareholder, and each person, if any, who controls Shareholder within the meaning of the Act or the Securities Exchange Act of 1934 (the "Exchange Act"), against any losses, claims, damages, expenses (including reasonable costs of investigation) or liabilities, joint or several, to which they may become subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based on any untrue or alleged untrue statement of any material fact contained in such registration statement, including any Prospectus contained therein or any amendments or supplements 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, or arise out of any violation by RPM of any rule or regulation promulgated under the Act applicable to RPM and relating to action or inaction required by RPM in connection with any such registration; and will reimburse Shareholder or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.5.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of RPM (which consent shall not be unreasonably withheld) nor shall RPM be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with such registration statement, any Prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by Shareholder or controlling person. It is expressly understood among the parties to this Securities Agreement that in no event shall RPM be obligated to agree to indemnify or indemnify, in any respect, any underwriter, broker, dealer or other entity or person effecting the sale, purchasing or otherwise distributing any of the Registrable RPM Shares.
Indemnification of Shareholder. Xxxxx agrees to indemnify each Shareholder against any loss, damage, or expense (including reasonable attorney fees) suffered by any of the Shareholder from (1) any breach by Xxxxx of this Agreement or (2) any inaccuracy in or breach of any of Xxxxx'x representations, warranties, or covenants herein.
Indemnification of Shareholder. GLDI shall indemnify and hold harmless the Shareholder from, against and in respect of the full amount of any and all liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses (including without limitation fees and disbursements of trial and appellate counsel)(collectively, the "Indemnified Expenses") arising from, in connection with, or incident to any breach or violation of any or all of the representations, warranties, covenants and agreements made by GLDI in this Agreement.
Indemnification of Shareholder. Subject to the terms and limitations provided in this Article 10, from and after Closing, Buyer shall indemnify and hold harmless the Shareholder, from and against any and all Losses arising out of or resulting from:
(a) any representations and warranties made by Buyer in this Agreement or in any certificate delivered in connection herewith not being true and accurate as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy of which will be determined with reference to such specified date);
(b) any failure by Buyer to perform any of its covenants, agreements or obligations in this Agreement; and
(c) to the extent any claims against the Company arising from the Notes cannot be satisfied through the proceeds of the Notes, the Buyer and the existing shareholder of the Buyer, including, but not limited to, Mxxxxx, shall indemnify and hold harmless the Company and the Shareholder for any amount in excess of $313,166.
Indemnification of Shareholder. Chancellor agrees to indemnify the Shareholder against any loss, damage or expense (including reasonable attorneys' fees) suffered by any of the Shareholder from (1) any breach by Chancellor of this Agreement; or (2) any inaccuracy in or breach of any of Chancellor's representations, warranties or covenants herein.
