Common use of Indemnification of Stockholders Clause in Contracts

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 himself or herself or the claim in question as ACQUIROR may reasonably request and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Appears in 2 contracts

Samples: Stockholders’ Agreement (Opta Food Ingredients Inc /De), Stockholders' Agreement (Stake Technology LTD)

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Indemnification of Stockholders. ACQUIROR Parent 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 its obligations hereunder and in the event of any such claim, action, suit, proceeding or investigation unless ACQUIROR Parent shall have assumed the defense thereof as provided below, (i) ACQUIROR Parent shall pay as incurred the reasonable fees and expenses of counsel selected by the Stockholder, which counsel shall be reasonably satisfactory to ACQUIRORParent, promptly as statements therefor are received, and (ii) ACQUIROR Parent will cooperate in the defense of any such matter; provided, however, that ACQUIROR Parent 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 Parent shall not be obliged pursuant to this Section 1.7 1.6 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 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 ACQUIRORParent, and shall permit ACQUIROR Parent to assume the defense of any such claim or any litigation resulting therefrom with counsel selected by ACQUIRORParent, which counsel shall be Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP (unless the stockholders shall determine in good faith such firm shall have a conflict of interest) or other counsel reasonably acceptable to such Stockholders; provided that such Stockholder may participate in such defense at his or her its own expense, and provided further that the failure of any Stockholder to give notice as provided herein shall not relieve ACQUIROR Parent of its obligations under this Section 1.7 1.6 except to the ----------- extent ACQUIROR Parent is materially prejudiced thereby. ACQUIROR Parent 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 himself or herself itself or the claim in question as ACQUIROR Parent may reasonably request and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Appears in 1 contract

Samples: Tender and Voting Agreement (Electronics for Imaging Inc)

Indemnification of Stockholders. ACQUIROR Parent 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 its obligations hereunder and in the event of any such claim, action, suit, proceeding or investigation unless ACQUIROR Parent shall have assumed the defense thereof as provided below, (i) ACQUIROR Parent shall pay as incurred the reasonable fees and expenses of counsel selected by the Stockholder, which counsel shall be reasonably satisfactory to ACQUIRORParent, promptly as statements therefor are received, and (ii) ACQUIROR Parent will cooperate in the defense of any such matter; provided, however, that ACQUIROR Parent 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 Parent 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 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 ACQUIRORParent, and shall permit ACQUIROR Parent to assume the defense of any such claim or any litigation resulting therefrom with counsel selected by ACQUIRORParent, which counsel shall be Xxxxxxx Xxxx & Xxxxxxxxx (unless such firm shall have a conflict of interest) or other counsel reasonably acceptable to such Stockholders; provided that such Stockholder may participate in such defense at his or her its own expense, and provided further that the failure of any Stockholder to give notice as provided herein shall not relieve ACQUIROR Parent of its obligations under this Section 1.7 except to the extent ACQUIROR Parent is materially prejudiced thereby. ACQUIROR Parent 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 himself or herself itself or the claim in question as ACQUIROR Parent may reasonably request and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Appears in 1 contract

Samples: Stockholders Agreement (Securitas Ab)

Indemnification of Stockholders. ACQUIROR Parent 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 Parent shall have assumed the defense thereof as provided below, (i) ACQUIROR Parent shall pay as incurred the reasonable fees and expenses of counsel selected by the Stockholder, which counsel shall be reasonably satisfactory to ACQUIRORParent, promptly as statements therefor are received, and (ii) ACQUIROR Parent will cooperate in the defense of any such matter; provided, however, that ACQUIROR Parent 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 Parent 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 ACQUIRORParent, and shall permit ACQUIROR Parent to assume the defense of any such claim or any litigation resulting therefrom with counsel selected by ACQUIRORParent, 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 Parent of its obligations under this Section 1.7 except to the extent ACQUIROR Parent is materially prejudiced thereby. ACQUIROR Parent 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 himself or herself or the claim in question as ACQUIROR Parent may reasonably request and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Appears in 1 contract

Samples: Stockholders' Agreement (Burns International Services Corp)

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Indemnification of Stockholders. ACQUIROR Parent 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 Parent shall have assumed the defense thereof as provided below, (i) ACQUIROR Parent shall pay as incurred the reasonable fees and expenses of counsel selected by the Stockholder, which counsel shall be reasonably satisfactory to ACQUIRORParent, promptly as statements therefor are received, and (ii) ACQUIROR Parent will cooperate in the defense of any such matter; provided, however, that ACQUIROR Parent 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 Parent 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 ACQUIRORParent, and shall permit ACQUIROR Parent to assume the defense of any such claim or any litigation resulting therefrom with counsel selected by ACQUIRORParent, 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 Parent of its obligations under this Section 1.7 except to the extent ACQUIROR Parent is materially prejudiced thereby. ACQUIROR Parent 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 himself or herself or the claim in question as ACQUIROR Parent may reasonably request and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Appears in 1 contract

Samples: Stockholders' Agreement (Securitas Acquisition Corp)

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