Indemnification of Stockholder. The Company will indemnify the Stockholder against all claims, actions, suits, proceedings or investigations, losses, damages, liabilities (or actions in respect thereof), costs and expenses (including reasonable fees and expenses of counsel) arising out of or based upon the execution or delivery of this Agreement or the performance by the Stockholder of its obligations hereunder and in the event of any such claim, action, suit, proceeding or investigation unless the Company shall have assumed the defense thereof as provided below, (i) the Company shall pay as incurred the reasonable fees and expenses of counsel selected by the Stockholder, which counsel shall be reasonably satisfactory to the Company, promptly as statements therefor are received, and (ii) the Company will cooperate in the defense of any such matter; PROVIDED, HOWEVER, that the Company shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and PROVIDED, FURTHER, that the Company shall not be obliged pursuant to this Section 1.5 to pay the fees and disbursements of more than one counsel for the Stockholder in any single action except to the extent that, in the opinion of counsel for the Stockholder, representation of the Company and the Stockholder by the same counsel would be inappropriate under the applicable standards of professional conduct. In the event any person asserts a claim against the Stockholder for which the Stockholder intends to seek indemnification hereunder, the Stockholder shall give prompt notice to the Company, and shall permit the Company to assume the defense of any such claim or any litigation resulting therefrom with counsel selected by the Company, which counsel shall be Xxxxxx & Xxxxxxx (unless such firm shall have a conflict of interest) or other counsel reasonably acceptable to the Stockholder; provided that the Stockholder may participate in such defense at its own expense, and provided further that the failure of the Stockholder to give notice as provided herein shall not relieve the Company of its obligations under this Section 1.5 except to the extent the Company is materially prejudiced thereby. The Company shall not, in the defense of any such claim or litigation, except with the consent of the Stockholder being indemnified, consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plai...
Indemnification of Stockholder. Whenever registration with respect to any shares of Stockholder's Restricted Shares is effected under the Securities Act pursuant hereto or when Restricted Shares are sold pursuant to a private placement, Vision 21 will indemnify and hold harmless the Stockholder and its directors and officers 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 may become subject under the Securities Act, the Exchange Act of 1934 (the "Exchange Act") or other federal or state statutory law or regulation, at common law or otherwise, 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 the Registration Statement, private placement memorandum or other document filed with the Commission, a material fact required to be stated or necessary to make the statements in such a document not misleading, provided that Vision 21 will not be liable to Stockholder 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 written information furnished to Vision 21 by Stockholder or through any attorney-in-fact for Stockholder, expressly for inclusion in the Registration Statement or any prospectus included in the Registration Statement or a private placement memorandum.
Indemnification of Stockholder. Buyer covenants and agrees to ------------------------------ indemnify and save and hold Stockholder harmless from and against any loss, expense, liability, claim or legal damages (including, without limitation, reasonable fees and disbursements of counsel and other costs and expenses incident to (i) any actual or threatened claim, suit, action or proceeding) arising out of or resulting from any inaccuracy in or breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement or in any writing delivered pursuant to this Agreement or at the Closing; (ii) the failure by Buyer to perform or observe any covenant, agreement or condition to be performed or observed by it pursuant to this Agreement; and (iii) any loan repurchase obligations, notifications and settlements, whether arising prior to or after the Closing, including without limitation, those referenced on Schedule 9.4 to the Agreement. Buyer agrees to reimburse Stockholder promptly upon demand for any payment made or loss suffered by Stockholder at any time after the Closing Date in respect of any damage, loss, cost, expense, deficiency, liability, judgment, claim, action or demand to which the foregoing indemnity relates.
Indemnification of Stockholder. The Buyer shall indemnify and hold Stockholder, its subsidiaries, and their respective directors, officers, employees, and agents (collectively, the "Stockholder Parties") harmless from any and all Losses that any Stockholder Party may suffer or incur (a) as a result of or relating to the failure of any of the representations and warranties made by the Buyer in this Agreement to be true and correct in all respects at and as of the date hereof and at and as of the Closing Date (except that in determining the amount of Losses resulting from the breach or inaccuracy of any representation or warranty that is qualified by the concept of materiality, such qualification shall not be taken into account) ), and (b) as a result of or relating to the breach of any of any of the covenants or agreements made by the Buyer in this Agreement or (c) as a result of or relating to the failure of the Buyer to perform any of its covenants or agreements set forth herein which by its terms is to be performed after the Closing.
Indemnification of Stockholder. ELC and Acquisition agree to indemnify and hold the Stockholder harmless from and against any Loss and Expense incurred or suffered by Stockholder arising out of, relating to or resulting from any of the following:
Indemnification of Stockholder. 37 10.3 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 10.4 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 ARTICLE 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Indemnification of Stockholder. UOL agrees to defend, indemnify and hold harmless the Stockholder and his successors and assigns (individually a "Transferor Indemnitee", and collectively the "Transferor Indemnitees") from, against and in respect of:
Indemnification of Stockholder. Subject to the limitations set forth in this ARTICLE X, Buyer and Parent shall indemnify and hold harmless the Company (prior to the Closing) and the Stockholder (both prior to and following the Closing) and their respective managers, directors, officers, employees, agents, Affiliates, successor and assigns (each a “Stockholder Indemnified Party” and, collectively, the “Stockholder Indemnified Parties”) from and against any and all Losses sustained or incurred by any Stockholder Indemnified Party resulting from (i) any breach of a representation or warranty made in ARTICLE IV or (ii) any breach of a covenant made by Buyer in this Agreement.
Indemnification of Stockholder. Omega shall indemnify, defend and hold Stockholder and its respective agents, representatives, heirs, successors and assigns harmless from any and all damage, loss, cost, obligation, claims, demands, assessments, judgments or liability (whether based on contract, tort, product liability, strict liability or otherwise), including taxes and all expenses (including interest, penalties and reasonable attorneys' and accountants' fees and disbursements) incurred by any of the above-names persons, resulting from or in connection with misrepresentations, breach of warranties or failure to perform any covenant or Agreement of Omega contained herein. Stockholder agree to give prompt notice to Omega of the assertion of any claim, or the threat or commencement of any suit, action, proceeding or other matter in respect of which indemnity may be sought under this SECTION 6.2. Omega may participate in the defense of any such suit, action, proceeding or other matter at Omega's expense. Omega shall not be liable under this SECTION 6.2 for any settlement effected without Omega's consent of any claim, suit, action, proceeding or other matter in respect of which indemnity may be sought under this SECTION 6.2, which consent shall not be unreasonably withheld.
Indemnification of Stockholder. The Company hereby agrees to indemnify Stockholder and each of its consultants, agents, attorneys, accountants and affiliates (each a "Stockholder Indemnified Party") against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees and expenses incurred by such Stockholder Indemnified Party in investigating or defending any such proceeding) (all of the foregoing, including associated costs and expenses being referred to herein as a Proceeding"), that may be incurred that are related, directly or indirectly, to (i) breach of this Agreement by the Company; (ii) the fairness of this transaction and this Agreement to the Company; and (iii) any claims related to the sale or resale of the Shares in violation of state or federal securities laws.
