Indemnification of Stockholder. Buyer and (Parent if Buyer is unable for any reason) hereby agrees to indemnify and hold harmless Stockholder, his Affiliates, and each of their respective heirs, personal representatives and estates (the “Stockholder Indemnitees”) against and in respect of any Losses incurred or sustained by any Stockholder Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of Buyer contained herein or in any of the Additional Agreements or any executed certificate or other writing delivered in connection herewith, including, but not limited to, the payment of the Purchase Price and the payment of the funds required to be paid by the Buyer as set forth on Schedule 6.2 set forth herein. The total payments made by Buyer to Stockholder Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Stockholder Indemnitees shall not be entitled to indemnification pursuant to this Section 9.2 unless and until the aggregate amount of Losses to Stockholder Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Stockholder Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 9.2, any Losses incurred by any Stockholder Indemnitee arising out of the failure of Buyer to perform any covenant or obligation to be performed by it at or after the Closing Date shall not, in any such case, be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively. For clarification, in no event shall Buyer’s obligation to pay the Purchase Price be subject to any Indemnifiable Loss Limit or the Basket, respectively.
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. 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:
(a) any and all losses, damages, deficiencies or liabilities caused by, resulting or arising from or otherwise relating to: (i) any breach of the representations and warranties of UOL contained in this Agreement; and (ii) any failure by UOL to perform or otherwise fulfill or comply with (X) if this Agreement shall have been terminated, Sections 6.4 or 6.7 or any other covenant, undertaking, agreement or obligation to be performed, fulfilled, or complied with by UOL prior to or in connection with the Closing, or (Y) if the Closing shall occur, any undertaking or other agreement or obligation hereunder to be performed, fulfilled or otherwise complied with by UOL after the Closing (including, but not limited to, the undertaking, agreements and obligations to be performed pursuant to Section 6.9 hereof); and
(b) any and all actions, suits, proceedings, claims, liabilities, demands, assessments, judgments, interest, penalties, costs and expenses, including reasonable attorneys' fees (whether or not incurred by the Transferor Indemnitees in connection with investigating, defending, settling or prosecuting any action, suit, proceeding or claim against UOL hereunder), incident to any of the items referred to herein or such indemnification; provided, however, that if any action, suit, proceeding, claim, liability, demand or assessment shall be asserted against any Transferor Indemnitee in respect of which such Transferor Indemnitee proposes to demand indemnification, such Transferor Indemnitee shall notify UOL thereof within a reasonable period of time after assertion thereof, and such notice shall include
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. 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. Subject to the limitations set forth in Section 4.8.3, CROSSWALK shall indemnify and hold harmless Stockholder from and against all losses, liabilities, claims, damages, costs or expenses (including, without limitation, reasonable expenses of investigation and reasonable attorney's fees and disbursements) suffered, incurred or paid:
4.8.2.1 that would not have been suffered, incurred or paid if all the representations, warranties, covenants and agreements of CROSSWALK in this Agreement or in any other instrument or document furnished to Stockholder pursuant to Section 1.3.2.2 hereof had been (with respect to representations and warranties) true and had been (with respect to covenants and agreements) fully performed and fulfilled;
4.8.2.2 as a result of any Action arising out of or relating to the conduct of the Acquired Business after the Closing or any liability or obligation, or alleged liability or obligation of CROSSWALK, including, without limitation, any liability or obligation arising out of the employment of former employees of Wike xxxer the Closing;
4.8.2.3 as a result of any Action which arises out of or relates to the failure of CROSSWALK to pay, promptly and when due, any tax, fee or other charge which shall become due or shall accrue on account of the use, acquisition or ownership of the Stock or the operation or conduct of the Acquired Business by CROSSWALK after the Closing.
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.
Indemnification of Stockholder. The Merger Sub (after the Closing), the Precept Transportation and Precept hereby agree to indemnify, defend and hold the Stockholder and his heirs, successors and assigns (each a "Seller Party" and collectively, the "Seller Parties") harmless from any and all Losses than any Seller Party may suffer or incur as a result of or relating to a breach of any agreement, representation, warranty or covenant made by the Precept Transportation, Precept, or, with respect to post-Closing agreements and covenants, the Merger Sub, in this Agreement or pursuant hereto, or in any exhibit, Disclosure Schedule or certificate delivered hereunder or in any document required to be delivered on the Closing Date by the Precept Transportation or Precept.
Indemnification of Stockholder. 37 10.3 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 10.4 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 ARTICLE 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Indemnification of Stockholder. 14 9.3 Notice and Opportunity to Defend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 9.4
