Common use of Indemnification of Stockholder Clause in Contracts

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 plaintiff to the Stockholder of a release from all liability in respect of such claim or litigation. The Stockholder shall promptly furnish such information regarding itself or the claim in question as the Company may reasonably request and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Indemnification of Stockholder. The Company will 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 all claims, actions, suits, proceedings or investigations, losses, damages, liabilities (or actions and in respect thereof)of any Losses incurred or sustained by any Stockholder Indemnitee as a result of any breach, costs and expenses (including reasonable fees and expenses of counsel) arising out of inaccuracy or based upon the execution or delivery of this Agreement nonfulfillment or the performance 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 of its obligations hereunder and in Indemnitees with respect to Losses shall not exceed the event of any such claimIndemnifiable Loss Limit; provided, actionhowever, 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 Stockholder Indemnitees 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 entitled to indemnification pursuant to this Section 1.5 9.2 unless and until the aggregate amount of Losses to pay Stockholder Indemnitees equals at least the fees and disbursements of more than one counsel for the Stockholder in any single action except Basket, at which time, subject 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 hereunderIndemnifiable Loss Limit, 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 Indemnitees shall be Xxxxxx & Xxxxxxx (unless entitled to indemnification for the total amount of such firm shall have a conflict Losses. Notwithstanding anything set forth in this Section 9.2, any Losses incurred by any Stockholder Indemnitee arising out 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 Buyer to perform any covenant or obligation to be performed by it at or after 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 Closing Date shall not, in the defense of any such claim case, be subject to or litigation, except with applied against 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 plaintiff to the Stockholder of a release from all liability in respect of such claim or litigation. The Stockholder shall promptly furnish such information regarding itself Indemnifiable Loss Limit or the claim Basket, respectively. For clarification, in question as no event shall Buyer’s obligation to pay the Company may reasonably request and as shall Purchase Price be reasonably required in connection with subject to any Indemnifiable Loss Limit or the defense of such claim and litigation resulting therefromBasket, respectively.

Indemnification of Stockholder. The Company In the event that Parent registers any of the Registrable Shares under the Securities Act, Parent will indemnify the and hold harmless Stockholder from and against any and all losses, claims, actions, suits, proceedings or investigations, losses, damages, expenses or liabilities to which he becomes subject under the Securities Act and, except as hereinafter provided, will reimburse Stockholder for legal or other expenses, if any, reasonably incurred by him in connection with investigating or defending any actions, whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement, in any preliminary prospectus or in the prospectus (or actions the registration statement or prospectus as from time to time amended or supplemented by Parent) 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 in order to make the statements therein not misleading, unless (a) such untrue statement or omission was made in such registration statement, preliminary prospectus or prospectus in reliance upon and in conformity with information furnished in writing to Parent in connection therewith by Stockholder expressly for use therein or (b) such violation arises from the failure of Stockholder to comply with any legal requirement applicable to him to deliver a copy of the prospectus or any supplements or amendments thereto after Parent has furnished Stockholder with a sufficient number of copies of the same. Promptly after receipt by Stockholder of notice of the commencement of any action in respect thereofof which indemnity may be sought from Parent, Stockholder shall notify Parent in writing of the commencement thereof and, subject to the provisions hereinafter stated, Parent shall assume the defense of such action (including the employment of counsel selected by Parent, who shall be counsel reasonably satisfactory to Stockholder), costs and the payment of expenses (including reasonable insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against Parent. Stockholder shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of counsel) arising out such counsel shall not be at the expense 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 Parent. Parent shall not be required to indemnify any person for any settlement 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 action effected without its Parent's 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 conductconsent. 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 Parent shall not, in the defense of any such claim or litigation, except with the consent approval of the Stockholder being indemnifiedStockholder, 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 plaintiff to the Stockholder parties being so indemnified of a release from all liability in respect of to such claim or litigation. The Stockholder shall promptly furnish such information regarding itself or the claim in question as the Company may reasonably request and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Indemnification of Stockholder. The Company will hereby agrees to indemnify and hold harmless each Stockholder, his or her affiliates (other than the Stockholder Company) and their respective officers, directors, trustees, employees, agents and beneficiaries (and each of their respective heirs, executors and administrators, all such indemnified parties, the “Indemnitees”) from and against any and all claimsexpense (including, actionswithout limitation, suitsreasonable attorneys’ fees, proceedings expert fees, judgments, fines, ERISA excise taxes or investigations, losses, damages, liabilities (penalties and amounts paid or actions to be paid in respect thereofsettlement), costs liability and expenses loss incurred or suffered by any Indemnitee in connection with (including reasonable fees and expenses of counsela) 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 suit, claim, action, proceeding, investigation, inquiry or review of any kind by any third party or any judicial, governmental or stock exchange authority relating to the execution or performance of this Agreement by Stockholder or any other Indemnitee and (b) the breach by the Company of any representation, warranty or covenant of the Company contained herein (other than, in the case of each of clauses (a) and (b), any suit, proceeding claim, action, proceeding, investigation, inquiry or investigation unless review relating to actions of the Company shall have assumed the defense thereof Stockholder in his or her capacity as provided below, (i) the Company shall pay as incurred the reasonable fees and expenses an officer or director of counsel selected by the Stockholder, which counsel shall be reasonably satisfactory to the Company, in which case this Section 4.8 shall not apply and the Stockholder shall have the rights to indemnification and advancement of expenses provided under the Certificate of Incorporation and By-laws of the Company and any contractual agreements with the Company) ((a) and (b) collectively, “Indemnified Claims”). Such right to indemnification shall include the right to be paid by the Company the expenses incurred in connection with any such matter in advance of its final disposition, such advances to be paid by the Company promptly as statements therefor are receivedupon receipt of evidence of any such amounts being due. An Indemnitee shall provide the Company with prompt notice of any Indemnified Claim of which it has become aware, provided that the failure to provide prompt notice shall not affect the Indemnitee’s right to indemnification hereunder, except to the extent such failure adversely affects the ability of the Company to defend such Claim. An Indemnitee shall not agree to settle or compromise any Indemnified Claim, except with the prior consent of the Company, such consent not to be unreasonably withheld. The Company shall not agree to settle or compromise any Indemnified Claim unless (x) such settlement or compromise includes a full release from any liability of all Indemnified Parties in connection therewith, and (iiy) the Company will cooperate in the defense of any such matter; PROVIDEDIndemnitee(s) so consent, 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 . 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 hereunderIndemnitees shall cooperate with each other, the Stockholder shall give prompt notice to at 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 ’s sole 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 plaintiff to the Stockholder of a release from all liability in respect of such claim or litigation. The Stockholder shall promptly furnish such information regarding itself or the claim in question as the Company may reasonably request and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromany Indemnified Claim.

Indemnification of Stockholder. The Company will hereby agrees to indemnify and hold harmless Stockholder, her affiliates (other than the Stockholder against all claimsCompany) and their respective officers, actionsdirectors, suitstrustees, proceedings partners (whether limited or investigations, losses, damages, liabilities (or actions in respect thereofgeneral), costs members, interest holders, employees, agents and expenses beneficiaries (and each of their respective heirs, executors and administrators, all such indemnified parties, the “Indemnitees”) from and against any and all expense (including reasonable fees attorneys’ fees, expert fees, judgments, fines, ERISA excise taxes or penalties and expenses of counselamounts paid or to be paid in settlement), liability and loss incurred or suffered by any Indemnitee in connection with (a) 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 suit, claim, action, proceeding, investigation, inquiry or review of any kind by any third party or any judicial, governmental or stock exchange authority relating to the execution or performance of this Agreement by Stockholder or any other Indemnitee and (b) the breach by the Company of any representation, warranty or covenant of the Company contained herein (other than, in the case of each of clauses (a) and (b), any suit, proceeding claim, action, proceeding, investigation, inquiry or investigation unless review relating to actions of the Company shall have assumed the defense thereof Stockholder in her capacity as provided below, (i) the Company shall pay as incurred the reasonable fees and expenses an officer or director of counsel selected by the Stockholder, which counsel shall be reasonably satisfactory to the Company, in which case this Section 4.8 shall not apply and the Stockholder shall have the rights to indemnification and advancement of expenses provided under the By-laws of the Company and her contractual agreements with the Company) ((a) and (b) collectively, “Indemnified Claims”). Such right to indemnification shall include the right to be paid by the Company the expenses incurred in connection with any such matter in advance of its final disposition, such advances to be paid by the Company promptly as statements therefor are receivedupon receipt of evidence of any such amounts being due. An Indemnitee shall provide the Company with prompt notice of any Indemnified Claim of which it has become aware, provided that the failure to provide prompt notice shall not affect the Indemnitee’s right to indemnification hereunder, except to the extent such failure adversely affects the ability of the Company to defend such Claim. An Indemnitee shall not agree to settle or compromise any Indemnified Claim, except with the prior consent of the Company, such consent not to be unreasonably withheld. The Company shall not agree to settle or compromise any Indemnified Claim unless (a) such settlement or compromise includes a full release from any liability of all Indemnified Parties in connection therewith, and (iib) the Company will cooperate in the defense of any such matter; PROVIDEDIndemnitee(s) so consent, 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 . 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 hereunderIndemnitees shall cooperate with each other, the Stockholder shall give prompt notice to at 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 ’s sole 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 plaintiff to the Stockholder of a release from all liability in respect of such claim or litigation. The Stockholder shall promptly furnish such information regarding itself or the claim in question as the Company may reasonably request and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromany Indemnified Claim.