Indemnities of the Shareholders Sample Clauses

Indemnities of the Shareholders. Subject to Section 10.6 hereof, the Shareholders shall severally (and not jointly) indemnify, defend and hold harmless HSCC, its Affiliates and Associates (including the Company) and their respective directors, officers, stockholders, agents, successors and permitted assigns (the “HSCC Indemnitees”) from and against, and shall pay and reimburse the foregoing Persons for (i), any and all Losses relating to or arising out of the breach (or alleged breach if asserted by a third party) of any representation, warranty, covenant or agreement of the Principal Shareholders or the Company contained in this Agreement, (ii) any Liability of the Company arising pursuant to any Government Contract (A) that has been performed, completed and/or closed prior to Closing or (B) that is currently in effect but for which such Liability arose in connection with any task order or other obligation or service performed prior to Closing (“Government Contract Liability”) and (iii) any amount owed to Shareholders pursuant to their exercise of their appraisal rights to the extent such amounts exceed $13.47 per share. Any amount paid by reason of indemnification contained in this Article X shall be treated as a reduction of the aggregate Merger Consideration and with respect to Jxxx Xxxxxx and Shareholders other than Cxxxxxxxxxx Xxxxxxxxxx shall be limited to his Held Back Shares. All indemnification amounts paid by the Shareholders shall be net of any indemnity from third parties, or net of any reduction in Taxes actually realized by HSCC Indemnitees on account of the facts or circumstances giving rise to the indemnity, and increased by any Taxes incurred by HSCC Indemnitees on account of receipt of the indemnity payments.
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Indemnities of the Shareholders. 54 9.3 Indemnity of the Buyer 55 9.4 Procedures for Indemnification; Defense 55 9.5 Limitations on Indemnification 57 9.6 Payment of Indemnification Payments 57 9.7 Calculation of Losses 57 9.8 Exclusive Remedy 9.9 Treatment of Indemnity Payments 58 10. MISCELLANEOUS PROVISIONS 58 10.1 Execution in Counterparts 58 10.2 Notices 58 10.3 Amendments; Waivers
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Indemnities of the Shareholders. (a) From and after the Closing, each Shareholder shall severally and with respect to itself only, to the extent of such Shareholder’s Pro Rata Share of the Escrow Amount as provided in Section 9.5(b), indemnify, defend and hold harmless the Buyer, the Acquisition Sub, the Surviving Corporation, their Affiliates (including the Company) and their respective directors, officers, shareholders, agents, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) from and against, and shall pay and reimburse the foregoing Persons for, any and all Losses relating to or arising out of:
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Related to Indemnities of the Shareholders

  • Agreements of the Selling Stockholders Each Selling Stockholder agrees with you and the Company:

  • Further Agreements of the Selling Shareholders Each of the Selling Shareholders covenants and agrees with each Underwriter that:

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Covenants of the Stockholders Each of the Stockholders, severally and not jointly, agrees as follows:

  • Covenants of the Selling Stockholders Each Selling Stockholder, severally and not jointly, covenants with each Underwriter as follows:

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • Covenants of the Shareholders Each Shareholder hereby covenants and agrees that:

  • Covenants of the Selling Shareholders Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows:

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Indemnities by the Seller Parties (a) Without limiting any other rights that the Collateral Agent, any Managing Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify the Collateral Agent, the Managing Agents and each Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Collateral Agent, the Managing Agents or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of any breach by the Servicer (whether in its capacity as Servicer or in its capacity as Originator) of a representation, warranty, covenant or obligation made by the Servicer hereunder or under any other Transaction Document excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

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