Indemnification of Stockholders. (a) To the fullest extent permitted by applicable law, the Company will, and will cause each of the Specified Subsidiaries to, indemnify, exonerate and hold the Stockholders and each of their respective partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnitees”) free and harmless from and against any and all actions, causes of action, suits, claims, proceedings, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Indemnitees or any of them before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any action, cause of action, suit, arbitration or claim arising directly or indirectly out of, or in any way relating to, (i) such Stockholder’s or its Affiliates’ ownership of Securities or such Stockholder’s or its Affiliates’ control or ability to influence the Company or any of its Subsidiaries (which for purposes of this ARTICLE VII shall include VMware and its subsidiaries) or their respective predecessors or successors (other than any such Indemnified Liabilities (x) to the extent such Indemnified Liabilities arise out of any willful breach of this Agreement by such Indemnitee or its Affiliates or other related Persons or (y) without limiting any other rights to indemnification, to the extent such control or the ability to control the Company or any of its Subsidiaries derives from such Stockholder’s or its Affiliates’ capacity as an officer or director of the Company or any of its Subsidiaries) or (ii) the business, operations, properties, assets or other rights or liabilities of the Company or any of its Subsidiaries; provided, however, that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company will, and will cause the Specified Subsidiaries to, make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. For the purposes of this Section 7.2, none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a...
Indemnification of Stockholders. ACQUIROR will indemnify each 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 such Stockholder of his or her obligations hereunder and in the event of any such claim, action, suit, proceeding or investigation unless ACQUIROR shall have assumed the defense thereof as provided below, (i) ACQUIROR shall pay as incurred the reasonable fees and expenses of counsel selected by the Stockholder, which counsel shall be reasonably satisfactory to ACQUIROR, promptly as statements therefor are received, and (ii) ACQUIROR will cooperate in the defense of any such matter; provided, however, that ACQUIROR shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); and provided, further, that ACQUIROR shall not be obliged pursuant to this Section 1.7 to pay the fees and disbursements of more than one counsel for all Stockholders in any single action except to the extent that, in the opinion of counsel for the Stockholders two or more of such Stockholders have conflicting interests in the outcome of such action. In the event any person asserts a claim against a Stockholder for which such Stockholder intends to seek indemnification hereunder, such Stockholder shall give prompt notice to ACQUIROR, and shall permit ACQUIROR to assume the defense of any such claim or any litigation resulting therefrom with counsel selected by ACQUIROR, which counsel shall be reasonably acceptable to such Stockholders; provided that such Stockholder may participate in such defense at his or her own expense, and provided further that the failure of any Stockholder to give notice as provided herein shall not relieve ACQUIROR of its obligations under this Section 1.7 except to the extent ACQUIROR is materially prejudiced thereby. ACQUIROR 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 such Stockholder of a release from all liability in respect of such claim or litigation. Each Stockholder shall promptly furnish such information regarding...
Indemnification of Stockholders. META shall indemnify and hold harmless each Stockholder and each underwriter of the Registrable Shares (including their officers, directors, affiliates and partners) so registered (including any broker or dealer through whom such shares may be sold) and each person, if any, who controls a Stockholder or any such underwriter within the meaning of Section 15 of the Securities Act from and against any and all losses, claims, damages, expenses and/or liabilities (including, if any, applicable taxes, interest, penalties and/or additions to tax)to which they or any of them become subject under the Securities Act, applicable state securities laws or under any other statute or at common law or otherwise, as incurred, and, except as hereinafter provided, shall reimburse each Stockholder, each such underwriter and each such controlling person, if any, for any legal or other expenses reasonably incurred by them or any of them in connection with investigating or defending any actions whether or not resulting in any liability, as incurred, insofar as such losses, claims, damages, expenses, liabilities (including, if any, applicable taxes, interest, penalties and/or additions to tax), or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in the final prospectus (or the Resale Registration Statement or prospectus as from time to time amended or supplemented by META) 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, or any violation by META of any rule or regulation promulgated under the Securities Act or any state securities law applicable to META and relating to action or inaction required of META in connection with such registration, unless (i) such untrue statement or alleged untrue statement or omission or alleged omission was made in the Resale Registration Statement or final prospectus in reliance upon and in conformity with information furnished to META in connection therewith by any such Stockholder (in the case of indemnification of such Stockholder), any such underwriter (in the case of indemnification of such underwriter) or any such controlling person (in the case of indemnification of such controlling person) expressly for use therein, or (ii) in the case of a sale directly by any such Stockholder (including...
Indemnification of Stockholders. Each Investor, severally and not jointly, shall indemnify, hold harmless and defend each Stockholder, its Affiliates and their respective officers, directors, partners, managers, members, employees, agents and Affiliates (each, an “Indemnified Person”) from and against any and all losses, liabilities, damages, reductions in value, costs and expenses, including, inter alia, costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals arising out of, or resulting from any failure of any representation or warranty made by such Investor in this Agreement to be true and correct as of the date of this Agreement, except for representations and warranties that speak of a specific date, which shall be true and correct as of such date (“Indemnifiable Damages”).
Indemnification of Stockholders. Subject to any provisions hereof to the contrary, Covalent hereby indemnifies and agrees to hold harmless the Stockholders and their respective successors and assigns (collectively, the “Remedium Indemnified Parties”) from, against and in respect of the amount of any and all Covalent Deficiencies (as hereinafter defined and together with Stockholder Deficiencies – each, a “Deficiency” or “Deficiencies”).
Indemnification of Stockholders. (a) Subject to the provisions of this Article IX, from and after Closing, Parent shall indemnify, hold harmless and defend against any Losses sustained by, incurred by, suffered by or asserted against the Stockholders or any of their Affiliates, officers, directors, shareholders, agents, equity holders, representatives and employees (each, a “Stockholder Indemnified Party”) to the extent relating to or arising as a result of:
Indemnification of Stockholders. Subject to the other provisions of this Article VI, PSC and PSGS, jointly and severally, will indemnify and hold the Stockholders, their affiliates and their respective agents (collectively, the "Stockholder Parties") harmless from any and all Losses that any Stockholder Party suffers or incurs as a result of or relating to:
Indemnification of Stockholders. Buyer hereby agrees to indemnify and hold harmless each Stockholder and each of its respective members, managers, partners, directors, officers, employees, stockholders, attorneys and agents, permitted assignees and Affiliates (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. The total payments made by Buyer to the Stockholder Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, the Stockholder Indemnitees shall not be entitled to indemnification pursuant to this Section 11.2 unless and until the aggregate amount of Losses to the 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 without regard to the Basket. Notwithstanding anything set forth in this Section 11.2, 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 including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.
Indemnification of Stockholders. The Company agrees to indemnify and hold harmless, to the extent permitted by law, each of the Stockholders, its partners and employees and each person who controls such partner or such Stockholder (within the meaning of the 0000 Xxx) against all losses, claims, damages, liabilities and expenses caused by any breach of the representations, warranties, covenants and agreements of the Company contained in this Agreement.
Indemnification of Stockholders. The Buyer shall indemnify, defend, and hold harmless the Stockholders from and against any and all Losses incurred by the Stockholders with respect to, in connection with, or arising from:
