Indemnification, Representative. (a) The Seller indemnifies and holds harmless the Purchaser, the Purchaser’s officers and directors and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the Exchange Act of 1934, as amended, (the “Exchange Act”), as follows:
(i) against any and all losses, claims, expenses, damages or liabilities, joint or several, to which the Purchaser or such controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof), including, but not limited to, any loss, claim, expense, damage or liability related to purchases and sales of the Class A Certificates and the Mezzanine Certificates arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Prospectus Supplement or the Prospectus Supplement, in the case of purchases and sales of the Class A Certificates and the Mezzanine Certificates, or any amendment or supplement thereto, 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 made therein not misleading; and will reimburse, as incurred, the Purchaser and each such controlling person for any legal or other expenses reasonably incurred by the Purchaser or such controlling person in connection with investigating, defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Seller will be liable in any such case only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission, or alleged untrue statement or omission, made therein in reliance upon and in conformity with written information furnished to the Purchaser by the Seller specifically for use in the preparation thereof (the “Seller’s Information”);
(ii) against any and all loss, liability, claim, damage and expense whatsoever, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected wi...
Indemnification, Representative. (a) Shareholder Representative Services LLC (the “Indemnification Representative”) is hereby authorized to act on behalf of the Company Participating Equityholders in connection with the transactions contemplated by this Agreement and in any litigation or arbitration involving this Agreement, and to make payments to Company Participating Equityholders pursuant to Section 2.6. In connection therewith, the Indemnification Representative is authorized to do or refrain from doing all further acts and things, and to execute all such documents as the Indemnification Representative shall deem necessary or appropriate, and shall have the power and authority to:
(i) act for the Company Participating Equityholders with regard to all matters pertaining to indemnification pursuant to Article IX of this Agreement, including the power to compromise any indemnity claim on behalf of the Company Participating Equityholders and to transact matters of litigation;
(ii) execute and deliver all amendments, waivers, ancillary agreements, certificates and documents that the Indemnification Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement;
(iii) receive funds, make payments of funds, and give receipts for funds, or appoint an agent or advisor for such purposes;
(iv) do or refrain from doing any further act or deed on behalf of the Company Participating Equityholders that the Indemnification Representative deems necessary or appropriate in their discretion relating to the subject matter of this Agreement as fully and completely as the Company Participating Equityholders could do if personally present;
(v) give and receive all notices required to be given or received by the Company Participating Equityholders under this Agreement; and
(vi) receive service of process in connection with any claims under this Agreement.
(b) All decisions and actions by the Indemnification Representative shall be binding upon all Company Participating Equityholders, and no Company Participating Equityholder shall have the right to object, dissent, protest or otherwise contest the same.
(c) Prior to the Effective Time, the Company shall pay $0 to the Indemnification Representative (the “Indemnification Representative’s Fund”), which Indemnification Representative’s Fund shall be maintained by the Indemnification Representative in a segregated account (the “Indemnification Representative’s Account”). The Indemnification Re...
Indemnification, Representative. The Seller indemnifies and holds harmless the Purchaser, the Purchaser's officers and directors and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act") or Section 20 of the Exchange Act of 1934, as amended, (the "Exchange Act"), as follows:
Indemnification, Representative. The Indemnification Representative is acting as the agent of the Original Holders. In the event the Indemnification Representative incurs any expenses in exercising his and the Original Holders' rights hereunder, he shall be entitled to receive from time to time (prior to any distribution of Escrow Holdback Shares to the Original Holders) Escrow Holdback Shares from the Escrow Account to pay any expenses incurred by him hereunder or to contribution from each Original Holder based upon such Original Holder's Pro Rata Portion.
Indemnification, Representative. 1.7(a) Intellectual Property Rights............................................................ 2.13(a) Merger.................................................................................. 1.1
Indemnification, Representative. The Company hereby appoints, and by adopting and approving this Agreement and the Merger, the Stockholders shall be deemed to appoint, Xxxxx Xxxxxxx (the "Stockholder Representative"), with full and unqualified power to delegate to one or more Persons the authority granted to him hereunder, to act as each of their agent and attorney-in-fact, with full power of substitution, with authority.
(a) to receive and to accept on behalf of each Stockholder any notice from the Company given in accordance with the terms of this Section 6.3 (and any notice given to the Stockholder Representative shall be deemed to have been given to each Stockholder);
(b) to give on behalf of each Stockholder any notice, representation, demand, or other communication that it may be necessary, desirable, or otherwise appropriate to give to secure and to preserve for each Stockholder the benefit of any policy or policies of insurance, surety, indemnification, or other reimbursement for any amount for which the Stockholder may be liable directly or indirectly under this Agreement ("Indemnification Insurance");
(c) to cooperate with any and all Indemnified Parties to investigate, negotiate, settle, and compromise any claim of any Indemnified Party asserted under this Agreement to the extent and only to the extent that any liability of any Stockholder established or confirmed thereby is covered by Indemnification Insurance, and to execute on behalf of any Stockholder any agreement, instrument, or other document that, in the sole discretion of the Stockholder Representative, is necessary, desirable, or otherwise appropriate to effect any such settlement or compromise; provided, however, that the Stockholder Representative shall have no liability or obligation to any Indemnified Party otherwise than and to the extent his individual liability as a Stockholder.
Indemnification, Representative. Upon approval of the Merger, the shareholders of the Company shall be deemed, for themselves and their personal representatives and other successors, to have constituted and appointed, effective from and after the Effective Time, ShunshiroYoshimi, as their agent and attorney-in-fact (the "Indemnification Representative") to take all action required or permitted under this Agreement, the Escrow Agreement, including, without limitation, the execution and delivery of the Escrow Agreement, on behalf of the shareholders of the Company, the giving and receiving of all notices and consents and the execution and delivery of all documents, including any amendments of any non-material term or provision hereof or of the Escrow Agreement, and the execution and delivery of any agreements and releases in connection with the settlement of any dispute or claim under Article VIII hereof or the Escrow Agreement.
Indemnification, Representative. Seller has designated Xxxxxx Xxxxxx as its initial representative with respect to the indemnification matters set forth in this Article 11 (the "INDEMNIFICATION REPRESENTATIVE"), and for all purposes with respect thereto such Indemnification Representative shall serve as the agent and attorney-in-fact of Seller, shall be deemed to be Seller and will be entitled to exercise the rights conferred upon Seller. The Indemnification Representative's actions pursuant to and in accordance with this Section 11.8 shall be binding on Seller. Seller will notify Purchaser of any successor to the initial Indemnification Representative. Any assignee of all or any portion of Seller's rights in and to the Escrow Amount pursuant to Section 12.5 shall be entitled to exercise the rights conferred upon Seller pursuant to and in accordance with this Section 11 with respect to the rights and property subject to such assignment.
Indemnification, Representative. The Indemnification Representative shall have full power and authority on behalf of each AEI Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the AEI Stockholders under this Article IX. The Indemnification Representative shall have no liability to any AE Stockholder for any action taken or omitted on behalf of the AEI Stockholders pursuant to this Article IX. Xxxxxx X. Xxxxxxxxx shall be the Indemnification Representative; provided that, if he declines or is unable to so serve, the Indemnification Representative shall be selected by the remaining former AEI Stockholders in proportion to their interest in AEI immediately preceding the Closing.
Indemnification, Representative
