Indemnification of the Buyer. Subject to the conditions set forth below, in connection with any registration of the Registrable Securities pursuant to this Section 7, the Company agrees to indemnify and hold harmless the Buyer, any underwriter for the offering and each of their officers and directors and agents and each other person, if any, who controls Buyer or their underwriter (each, a "Buyer Indemnified Party"), within the meaning of Section 15 of the Securities Act, as follows:
(i) Against any and all loss, claim, damage and expense whatsoever arising out of or based upon (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or any claim whatsoever based upon) any untrue or alleged untrue statement of a material fact contained in any preliminary prospectus (if used prior to the effective date of the registration statement), the registration statement or the prospectus (as from time to time amended and supplemented), or in any application or other document executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Company's securities under the securities laws thereof, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any other violation of applicable federal or state statutory or regulatory requirements or limitations relating to action or inaction by the Company in the course of preparing, filing, or implementing such registered offering; provided, however, that the indemnity agreement contained in this section shall not apply to any loss, claim, damage, liability or action arising out of or based upon any untrue or alleged untrue statement or omission made in reliance upon and in conformity with any information furnished in writing to the Company by or on behalf of the Buyer expressly for use in connection therewith or arising out of any action or inaction of the Buyer;
(ii) Subject to the proviso contained in Subsection (i) above, against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, or of any claim whatsoever based upon any untrue statement or omission (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing or defen...
Indemnification of the Buyer. (a) Subject to the limitations set forth herein, from and after the Closing, each of the Sellers shall, individually and ratably based on such Seller’s Fraction (and not jointly and severally), indemnify and hold harmless the Buyer and its stockholders, directors, officers, employees, agents, Affiliates, representatives, successors, and assigns (collectively, the “Buyer Indemnitees”) from and against such Seller’s Fraction of any and all Losses arising out of, in connection with, or otherwise incurred by virtue of or with respect to (i) the failure of any or all of the Company’s representations and warranties in Article IV of this Agreement to be true and accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date, (ii) the breach or nonperformance at or prior to the Closing of any covenant or agreement to be performed by the Company or the Subsidiaries hereunder, (iii) the matters set forth in Section 10.5(j), or (iv) the failure of the Company to obtain the consent of the landlord under the Hawaii Lease to the transactions contemplated by this Agreement.
(b) Subject to the limitations set forth herein, from and after the Closing, each of the Sellers shall, individually (and not jointly and severally), indemnify and hold harmless each Buyer Indemnitee from and against any and all Losses arising out of, in connection with, or otherwise incurred by virtue of or with respect to (i) the failure of any or all of such Seller’s representations and warranties in Article II of this Agreement to be true and accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date, or (ii) the breach or nonperformance of any covenant or agreement to be performed by such Seller hereunder.
(c) Subject to the limitations set forth herein, from and after the Closing, each of the Sellers who owns Stock shall, individually (and not jointly and severally), indemnify and hold harmless each Buyer Indemnitee from and against any and all Losses arising out of, in connection with, or otherwise incurred by virtue of or with respect to (i) the failure of any or all of the representations and warranties in Article III of this Agreement made by the Holding Company owned by such Seller to be true and accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on the Closing Date, (ii) the breach or nonperformance at or prior to the Closing of any cove...
Indemnification of the Buyer. The Seller covenants and agrees with the Buyer that, regardless of any investigation made at any time by or on behalf of the Buyer or any information the Buyer may have, the Seller shall indemnify the Buyer and each of its successors, assigns, employees and agents (the “Buyer Indemnified Parties”), and hold them harmless from, against and in respect of any and all costs, losses, claims, liabilities, fines, penalties, damages and expenses which are caused by, result from or arise out of:
(a) Any breach or default in the performance by the Seller of any covenant or agreement of Seller contained in this Agreement;
(b) Any breach of a representation or warranty made by the Seller herein or in any Schedule, Certificate, Exhibit or other document or instrument delivered to the Buyer by the Seller pursuant hereto;
(c) Any claim made against the Buyer in connection with or relating to any liability or obligation of the Seller (whether accrued absolute, contingent or otherwise), arising or accruing prior to the Closing Date including, without limitation any claims relating to the Transferring Client Accounts; or
(d) Any and all actions, suits, proceedings, claims, demands, judgments, compromises, assessments, settlements, costs and expenses (including reasonable legal fees and disbursements of counsel and court costs) incident to any of the foregoing (each a “Claim”).
Indemnification of the Buyer. The Seller hereby agrees to indemnify, defend, and hold harmless the Buyer, its successors in interest, and their respective officers, directors, employees, agents, attorneys, and stockholders (each a "Buyer Indemnitee") from and against all demands, claims, actions, or causes of action, assessments, losses, taxes, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonable attorneys' fees and expenses (collectively "Damages"), asserted against, assessed upon, resulting to, imposed upon, or incurred by a Buyer Indemnitee by reason of or resulting from (a) a breach of any representation, warranty, or a breach or threatened breach of any covenant, obligation, or agreement of the Seller contained in or made pursuant to this Agreement, including the Disclosure Schedules and Exhibits hereto, or any facts or circumstances constituting such a breach; or (b) the operation of the businesses of the Seller, including, but not limited to, any products sold or services rendered, on or prior to the Closing Date. In addition, the Seller agrees to indemnify any Buyer Indemnitee for Damages as they are incurred by the Buyer Indemnitee irrespective of any ongoing or continuing legal proceedings and the relative timeframes and issues associated with such proceedings, or the relative success or nonsuccess the Buyer Indemnitee may experience in such proceedings.
Indemnification of the Buyer. The Seller and the Seller Parent shall jointly and severally indemnify and hold the Buyer and its officers, directors, shareholders and employees harmless at all times against and in respect of all damages, losses, expenses, liabilities, penalties and other costs, including reasonable attorneys' fees, arising out of, relating to or resulting from the breach of any representation, warranty, covenant or other provision of this Agreement by the Seller and/or the Seller Parent, including without limitation, obligations relating to the Retained Liabilities.
Indemnification of the Buyer. From and after the Closing, the Seller agrees to indemnify, defend and save the Buyer and its directors, officers, employees, owners, agents and affiliates and their successors and assigns or heirs and personal representatives, as the case may be (each a "Buyer Indemnified Party"), harmless from and against, and to promptly pay to a Buyer Indemnified Party or reimburse a Buyer Indemnified Party for any and all losses, damages, expenses (including, without limitation, court costs, amounts paid in settlement, judgments, reasonable attorneys' fees or other expenses for investigating and defending, including, without limitation, those arising out of the enforcement of this Agreement), suits, actions, claims, deficiencies, liabilities or obligations (collectively, the "Losses") sustained or incurred by such Buyer Indemnified Party relating to, caused by or resulting from:
(a) Any misrepresentation or breach of warranty, or failure to fulfill or satisfy any covenant or agreement made by the Seller contained herein or in any certificate, schedule, document or other writing delivered by the Seller pursuant hereto or any covenant or agreement made by the Seller herein or in any certificate, schedule, document or other writing delivered by the Seller pursuant hereto;
(b) Any liability of the Buyer for causes of action arising in connection with the SFS Business, the Purchased Assets or the Assumed Liabilities based, in whole or in part, upon actions or omissions which occurred prior to the Closing, or relating to the period prior to the Closing;
(c) The Excluded Liabilities; and
(d) The non-compliance of Seller with the provisions of any applicable bulk sales act governing the purchase and sale of the Purchased Assets.
Indemnification of the Buyer. Effective at and after the Effective Time, Buyer shall be indemnified exclusively from the Escrow Account in respect of any and all Damages actually incurred or suffered by, without duplication, the Surviving Corporation or Buyer or any Affiliate thereof, resulting from or constituting:
(a) any breach, as of the date of this Agreement, of any representation or warranty of the Company contained in this Agreement or any breach of any representation or warranty of the Company in any certificate furnished by the Company to Buyer pursuant to this Agreement (including without limitation, the certificate furnished pursuant to Section 2.05(b) and Section 8.02(a));
(b) any failure to perform prior to the Closing any covenant or agreement of the Company contained in this Agreement or any certificate furnished by the Company to Buyer pursuant to this Agreement;
(c) any Transaction Expenses in excess of the amount thereof set forth on the certificate delivered by the Company pursuant to Section 2.05(b);
(d) the exercise by holders of Dissenting Shares of rights under CA Law (it being understood and agreed by the parties that Damages under this clause (d) shall include only the excess (if any) of the amounts received by a holder of such Dissenting Shares pursuant to the exercise of such rights over the amount the holder of such Dissenting Shares would have received pursuant to this Agreement had the holder of such Dissenting Shares not exercised such rights under CA Law); and
(e) any breach of a representation made by the Company in Section 3.05(h).
Indemnification of the Buyer. Subject to the terms and conditions of this Section 4.05(a), the Company and Xxxxx X. Xxxxxxx agree to jointly and severally, indemnify, defend and hold harmless the Buyer, its respective affiliates, its respective present and former directors, officers, shareholders, employees, attorneys and agents and its respective heirs, executors, administrators, successors and assigns (the “Buyer Indemnified Persons”), from and against any and all claims, liabilities and losses which may be imposed on, incurred by or asserted against any of the Buyer Indemnified Persons, arising out of or resulting from, directly or indirectly:
(i) the inaccuracy of any representation or breach of any material warranty of the Company or Xxxxx X. Xxxxxxx contained in or made pursuant to this Agreement, which was not disclosed to the Buyer in writing prior to the Closing;
(ii) the breach of any material covenant or agreement of the Company or Xxxxx X. Xxxxxxx contained in this Agreement; or
(iii) any claim to fees or costs for alleged services by a broker, agent, finder or other person claiming to act in a similar capacity at the request of the Buyer in connection with this Agreement; provided, however, that the Company and Xxxxx X. Xxxxxxx shall not be liable for any portion of any claims, liabilities or losses resulting from a material breach by the Buyer, of any of its obligations under this Agreement or from the Buyer’s gross negligence, fraud or willful misconduct. The indemnification provided for in this Section shall survive the Closing and consummation of the transactions contemplated hereby or termination of this Agreement for a period of one (1) year only.
Indemnification of the Buyer. Subject to the terms and conditions of this Article IX, the Sellers agree to indemnify and hold harmless the Buyer and its affiliates, and their respective directors, officers, shareholders, agents and employees and their respective successors and permitted assigns against and in respect of any and all claims, demands, losses, damages, costs and reasonable expenses, including reasonable legal fees and expenses, other than any special, incidental, consequential, exemplary or punitive damages or damages relating to lost profits (collectively, "Damages"), resulting from or arising out of:
(i) any breach of any representation or warranty of the Sellers hereunder (including any information in the Disclosure Schedule referenced in any such representation or warranty) or in any certificate or instrument delivered to the Buyer in connection with Closing for the period such representation and warranty survives hereunder;
(ii) any failure of the Sellers to perform or otherwise fulfill or comply with any covenant contained in this Agreement; and
(iii) any claim against the Company by a current or former shareholder of the Company, arising out of or in connection with any action, event or occurrence taking place prior to or at the Closing.
Indemnification of the Buyer. The Target shall indemnify, defend and hold ------------------------------- harmless the Buyer against and in respect of any losses, claims, damages or ------ liabilities, joint or several (including legal or other fees and expenses ---- reasonably incurred by it in connection with investigating or defending any such ---- loss, claim, damage or liability) to which the Buyer may become subject under the Securities Act or otherwise insofar as such losses, claims, damages or liabilities (or actions with respect thereto) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, 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 to make the statements therein not misleading, except to the extent that any such untrue statement or omission is based upon written information supplied by the Buyer or by my of its representatives for use *in such Registration Statement; provide, however,this indemnity agreement shall not more ------- -------- to the benefit of the Buyer on account of any loss, claim, damage, liability or action arising from the sale of the Target Shares to any person if the Buyer fails to send or give a copy of the Prospectus (as amended or supplemented) to such person.
