Common use of Indemnification of Stockholder Clause in Contracts

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. Buyer and (In the event that Parent if Buyer is unable for registers any reason) hereby agrees to of the Registrable Shares under the Securities Act, Parent will indemnify and hold harmless StockholderStockholder from and against any and all losses, his Affiliatesclaims, 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 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 each 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 their respective heirs, personal representatives and estates (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 Indemnitees”) against and with a sufficient number of copies of the same. Promptly after receipt by Stockholder of notice of the commencement of any action in respect of any Losses incurred or sustained by any which indemnity may be sought from Parent, Stockholder Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any shall notify Parent in writing of the representationscommencement thereof and, warranties and covenants subject to the provisions hereinafter stated, Parent shall assume the defense of Buyer contained herein or in any such action (including the employment of the Additional Agreements or any executed certificate or other writing delivered in connection herewithcounsel selected by Parent, includingwho shall be counsel reasonably satisfactory to Stockholder), but not limited to, the payment of the Purchase Price and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against Parent. Stockholder shall have the funds required right to be paid by employ separate counsel in any such action and to participate in 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 defense thereof, but the Indemnifiable Loss Limit; provided, however, Stockholder Indemnitees fees and expenses of such counsel shall not be entitled at the expense of Parent. Parent shall not be required to indemnification pursuant to this Section 9.2 unless and until the aggregate amount indemnify any person for any settlement 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 any such Lossesaction effected without Parent's prior written consent. 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 Parent shall not, except with the approval of Stockholder, consent to 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 parties being so indemnified of a release from all liability in any respect to such case, be subject to claim 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, respectivelylitigation.

Indemnification of Stockholder. Buyer 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 (Parent if Buyer is unable for any reasonii) 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 Company will cooperate in respect the defense of any Losses incurred or sustained by any Stockholder Indemnitee as a result of any breachsuch matter; PROVIDED, inaccuracy or nonfulfillment or HOWEVER, that 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 Company shall not be entitled to indemnification 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 9.2 unless 1.5 to pay the fees and until disbursements of more than one counsel for the aggregate amount of Losses to Stockholder Indemnitees equals at least the Basket, at which time, subject in any single action except to the Indemnifiable Loss Limitextent 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 Indemnitees 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 entitled Xxxxxx & Xxxxxxx (unless such firm shall have a conflict of interest) or other counsel reasonably acceptable to indemnification for the total amount of Stockholder; provided that the Stockholder may participate in such Losses. Notwithstanding anything set forth in this Section 9.2defense at its own expense, any Losses incurred by any Stockholder Indemnitee arising out of and provided further that the failure of Buyer the Stockholder to perform any covenant or obligation give notice as provided herein shall not relieve the Company of its obligations under this Section 1.5 except to be performed by it at or after the Closing Date extent the Company is materially prejudiced thereby. The Company shall not, in the defense of any such caseclaim or litigation, be subject except with the consent of the Stockholder being indemnified, consent to the entry of any judgment or applied against enter into any settlement which does not include as an unconditional term thereof the Indemnifiable Loss Limit 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 Basket, respectively. For clarification, claim in no event question as the Company may reasonably request and as shall Buyer’s obligation to pay be reasonably required in connection with the Purchase Price be subject to any Indemnifiable Loss Limit or the Basket, respectivelydefense of such claim and litigation resulting therefrom.

Indemnification of Stockholder. Buyer and (Parent if Buyer is unable for any reason) The Company hereby agrees to indemnify and hold harmless each Stockholder, his Affiliatesor her affiliates (other than the Company) and their respective officers, directors, trustees, employees, agents and beneficiaries (and each of their respective heirs, personal representatives executors and estates (administrators, all such indemnified parties, the “Stockholder Indemnitees”) from and against any and all expense (including, without limitation, reasonable attorneys’ fees, expert fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in respect settlement), liability and loss incurred or suffered by any Indemnitee in connection with (a) any suit, claim, action, proceeding, investigation, inquiry or review of any Losses incurred or sustained 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 as a result and (b) the breach by the Company of any breachrepresentation, inaccuracy warranty or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any covenant of the representations, warranties and covenants of Buyer Company contained herein (other than, in the case of each of clauses (a) and (b), any suit, claim, action, proceeding, investigation, inquiry or in any review relating to actions of the Additional Agreements Stockholder in his or any executed certificate her capacity as an officer or other writing delivered in connection herewith, including, but not limited to, the payment director of the Purchase Price Company, in which case this Section 4.8 shall not apply and the payment Stockholder shall have the rights to indemnification and advancement of expenses provided under the Certificate of Incorporation and By-laws of the funds required 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 Buyer as set forth on Schedule 6.2 set forth hereinCompany the expenses incurred in connection with any such matter in advance of its final disposition, such advances to be paid by the Company promptly upon 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 total payments made by Buyer to Stockholder Indemnitees with respect to Losses Company shall not exceed 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 (y) the Indemnifiable Loss Limit; providedIndemnitee(s) so consent, however, Stockholder Indemnitees which consent shall not be entitled to indemnification pursuant to this Section 9.2 unless unreasonably withheld. The Company and until the aggregate amount of Losses to Stockholder Indemnitees equals at least the Basketshall cooperate with each other, 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 notCompany’s sole expense, in connection with the defense of 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, respectivelyIndemnified Claim.