Indemnification Provisions for the Benefit of the Shareholder Sample Clauses

Indemnification Provisions for the Benefit of the Shareholder. In the event of a misrepresentation or breach (or in the event any third party alleges facts that, if true, would mean a misrepresentation or breach) of any of PainCare’s or Subsidiary’s representations, warranties, and covenants contained in this Agreement, then PainCare and Subsidiary agree to indemnify the Shareholder from and against any Adverse Consequences the Shareholder may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
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Indemnification Provisions for the Benefit of the Shareholder. In the event of a misrepresentation or breach of any of PainCare’s or Subsidiary’s representations, warranties, and covenants contained in this Agreement, then the Acquiring Companies agree to indemnify the Shareholder from and against any Adverse Consequences the Shareholder may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
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Indemnification Provisions for the Benefit of the Shareholder. Buyer agrees to indemnify and hold the Shareholder harmless from and against any and all Adverse Consequences the Shareholder may suffer or incur resulting from, arising out of, relating to, or caused by (a) the breach of any of Buyer's representations, warranties, obligations or covenants contained herein, or (b) the operation of the insurance agency business of the Company or ownership of the Company Shares by Buyer after the Closing Date, including, without limitation, any claims or lawsuits based on conduct of Buyer or the Company occurring after the Closing.
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Indemnification Provisions for the Benefit of the Shareholder. In the event of a misrepresentation or breach (or in the event any third party alleges facts that, if true, would mean a misrepresentation or breach) of any of OREX's representations, warranties, and covenants contained in this Agreement, then OREX agrees to indemnify the Shareholder from and against any Adverse Consequences the Shareholder may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Sample 1
Indemnification Provisions for the Benefit of the Shareholder. In the event of a misrepresentation or breach (or in the event any third party alleges facts that, if true, would mean a misrepresentation or breach) of any of PainCare’s or Subsidiary’s representations, warranties, and covenants contained in this Agreement, or any Liabilities arising after Closing from PainCare’s operation of the Company, other than medical malpractice claims, or claims for intentional wrongful acts or omissions or negligence against the Shareholder, then PainCare and Subsidiary agree to indemnify the Shareholder from and against any Adverse Consequences the Shareholder may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach or misrepresentation (or the alleged breach or misrepresentation). No provision of this Agreement, including but not in any way limited to, any “Knowledge” qualifiers or materiality standards in the representations and warranties of the Shareholder, shall have any effect on the Shareholder’s obligation to provide indemnity of any Liability arising prior to the Closing Date which was required but omitted from the Disclosure Schedule unless such Liability was incurred on behalf of the Company by Subsidiary under the Management Agreement.
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Indemnification Provisions for the Benefit of the Shareholder. Subject to the limitations of Section 11.6 below, in the event of a misrepresentation or material breach (or in the event any third party alleges facts that, if true, would mean a misrepresentation or material breach) of any of PainCare’s or Subsidiary’s representations, warranties, and covenants contained in this Agreement, then the Acquiring Companies jointly and severally agree to indemnify the Shareholder and the New PC from and against any Adverse Consequences the Shareholder or New PC may incur or suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). Notwithstanding the foregoing, the Acquiring Companies shall have no indemnification obligations to the extent of the negligent or intentional acts or omissions, breach of any representations or other provisions of this Agreement, or violation of applicable laws by the Shareholder, the Company, or any of their respective Affiliates, directors, officers, employees or agents.
Sample 1
Indemnification Provisions for the Benefit of the Shareholder. In the event of:
Sample 1
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Indemnification Provisions for the Benefit of the Shareholder. In the event of (a) a misrepresentation (or in the event any third party alleges facts that, if true, would mean a misrepresentation or breach) of any of PainCare’s or Subsidiary’s representations and/or warranties contained in this Agreement, or (b) any liability of the Acquiring Companies arising after the Closing Date or which is set forth on Section 10.2 of the Disclosure Statement, or (c) a breach (or in the event any third party alleges facts that, if true, would mean a breach) of the Acquiring Company’s covenants contained in this Agreement, then PainCare and Subsidiary agree to indemnify the Shareholders from and against any Adverse Consequences the Shareholders may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach.
Sample 1

Related to Indemnification Provisions for the Benefit of the Shareholder

  • Conditions for the Benefit of the Purchaser The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed at or prior to the Time of Closing, which conditions are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser in its sole discretion:

  • Indemnification Provisions for Benefit of the Seller In the event the Purchaser breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser has breached) any of its representations, warranties, and covenants contained herein, during the Survival Period above, provided that the Seller makes a written claim for indemnification against the Purchaser within the Survival Period, then the Purchaser shall indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable Survival Period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • Indemnification Provisions for Benefit of the Sellers In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 6.1 above, provided that any of the Sellers makes a written claim for indemnification against the Buyer pursuant to Section 8.8 below within such survival period, then the Buyer agrees to indemnify each of the Sellers from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • Indemnification Provisions for Benefit of the Buyer (i) The Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates from and against any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, or caused by (a) any breach of a representation or warranty of the Seller contained in this Agreement or in any other Transaction Agreement (other than the representations in Sections 3(l) and 3(m) hereof for which the Seller shall not have any indemnification obligation), (b) any breach of a covenant of the Seller contained in this Agreement or in any other Transaction Agreement or (c) any Liability of the Seller with respect to the Division or of the Division Subsidiaries of which Seller had Knowledge and which was not disclosed to the Buyer prior to the Closing (regardless of whether the Liability is an Assumed Liability); provided, however, that (x) the Seller shall not have any obligation to indemnify the Buyer and/or its Affiliates from and against any Adverse Consequences resulting from, arising out of, relating to, or caused by the breach (or alleged breach) of type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) until the Buyer and/or its Affiliates have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $1 million aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences), (y) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences exceed $15 million in the aggregate with respect to Adverse Consequences resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) which occur within 365 days after the closing date and (z) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences during the period beginning 366 days after the closing Date and ending 548 days after the Closing Date, resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) exceed the result of $12 million minus any amount actually paid pursuant to clause (y).

  • Indemnification Provisions for Benefit of Buyer In the event (i) either Seller, CFC or Conseco breaches any of its representations and warranties contained in Section 3(a), Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior to the Closing Date, and provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closing, then Seller, CFC and Conseco jointly and severally agree to indemnify Buyer from and against any Adverse Consequences Buyer shall suffer through and after the date of the claim for indemnification caused by such breach. Subject to the further limitations on Conseco's obligations set forth in the next sentence of this Section 9(b), the aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable with respect to claims made under Section 7) shall not exceed $110,000,000, and there shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary of the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000.

  • Indemnification Provisions for Buyer’s Benefit (a) Seller will defend, indemnify, and hold Buyer and its Affiliates (the “Buyer Indemnified Parties”) harmless from and pay any and all Damages, directly or indirectly, resulting from, relating to, arising out of, or attributable to any one of the following:

  • Transfer Agent Indemnification/Limitation of Liability Transfer Agent shall be responsible for and shall indemnify and hold the Customer harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to Transfer Agent's refusal or failure to comply with the terms of this Agreement, or which arise out of Transfer Agent's negligence or willful misconduct or which arise out of the breach of any representation or warranty of Transfer Agent hereunder, for which Transfer Agent is not entitled to indemnification under this Agreement; provided, however, that Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Customer to Transfer Agent as fees and charges, but not including reimbursable expenses, during the six (6) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought.

  • Indemnification Provisions for Seller’s Benefit In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties, and covenants contained herein or in an Asset Purchase Agreement and, provided that any Seller makes a written claim for indemnification against Buyer within such survival period (if there is an applicable survival period pursuant to the applicable Transaction Agreement), then Buyer shall indemnify each Seller from and against the entirety of any Adverse Consequences suffered (including any Adverse Consequences suffered after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • LIMITATION OF LIABILITY OF THE SUB-ADVISOR Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder in the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. As used in this Section 6, the term "Sub-Advisor" shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

  • Limitation of Liability of the Sub-Adviser Neither the Sub-adviser nor any of its officers, directors, or employees, nor any person performing executive, administrative, trading, or other functions for the applicable Fund (at the direction or request of the Sub-adviser) or the Sub-adviser in connection with the Sub-adviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Fund or (ii) any error of fact or mistake of law contained in any report or data provided by the Sub-adviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its or his duties on behalf of the Fund or from reckless disregard by the Sub-adviser or any such person of the duties of the Sub-adviser pursuant to this Agreement.

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