Shareholder Indemnification. The Shareholder and any Permitted Transferees jointly and severally agree to indemnify and hold harmless, to the extent permitted by applicable Law, the Company, its Affiliates, its and their respective directors, officers, partners, members and agents and each Person, if any, who controls the Company (within the meaning of the Securities Act or the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable, documented out-of-pocket expenses of investigation and reasonable, documented out-of-pocket attorneys’ fees and expenses) caused by, arising out of or relating to any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto covering the resale of any Registrable Securities by or on behalf of the Shareholder or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by the Shareholder expressly stated to be used in connection with such Registration Statement.
Shareholder Indemnification. (a) Following the Closing, the Shareholder releases Multi-Cell from all claims for events which occurred prior to the Closing.
(b) Following the Closing, the Shareholder agrees to protect, defend, indemnify and hold Exten harmless with respect to any and all claims, demands, suits, actions, administrative proceedings, losses, damages, obligations, liabilities, costs and expenses, including without limitation reasonable legal and other costs and expenses of investigating and defending any actions or threatened actions, up to the amount of the Purchase Price paid to the Shareholder at the Closing (minus up to $179,500 to be transferred promptly after the Closing by the Shareholder to Multi-Cell for distribution to employees and consultants for bonuses earned prior to the Closing), which arise within one year of the Closing Date as a result of or which are related to (i) any active or passive act, omission, occurrence, event or condition that occurred prior to the Closing Date in connection with (a) the ownership of the Class A Stock; (b) Multi-Cell's compliance with federal, state or local laws, regulations or orders; (c) any environmental or hazardous material claim, personnel claim or product liability claim relating to Multi-Cell; (d) any dispute or controversy between Multi-Cell's customers and other parties which, in the aggregate, are valued at more than $10,000; or (ii) any material misrepresentation or breach of any of the representations, covenants or warranties of Multi-Cell or the Shareholder contained herein which, in the aggregate, are valued at more than $10,000; or (iii) any material misstatements or failure to state a material fact required to be stated with respect to the information provided prior to the Closing Date by Multi-Cell or prior to or after the Closing Date by the Shareholder for inclusion in the Form 8-K to be filed with the Commission in connection with the Transaction and any registration statement filed with the Commission to register the resale of the Exten Common Stock, provided that Exten complies with the following indemnification procedure:
(1) Exten shall, as soon as practicable (but in any event within sixty (60) days) after it learns of a claim for indemnification under this Section 6.3(b), give written notice to the Shareholder of its claim for indemnification, which notice shall set forth the amount involved in the claim for indemnification and contain a reasonably thorough description of the facts constituting the ...
Shareholder Indemnification. Pursuant to Section 10.3 of the Merger Agreement, the Shareholders shall hold harmless and indemnify Parent from and against certain Damages that may be suffered by Parent. The Shareholders Indemnity Shares shall be security for such indemnity obligation, subject to the limitations, and in the manner provided, in the Merger Agreement and this Agreement.
Shareholder Indemnification. Subject to the limitations set forth in Section 8.5 below, the Shareholder agrees to indemnify and hold harmless Bridgeline Digital and its officers, directors, agents and employees to the fullest extent lawful, from and against any and all actions, suits, claims, counterclaims, proceedings, costs, losses, liabilities, obligations, demands, damages, judgments, amounts paid in settlement and reasonable expenses, including, without limitation, reasonable attorneys’ fees and disbursements (hereinafter collectively referred to as a “Claim,” “Loss” or “Losses”) suffered or incurred by Bridgeline Digital to the extent relating to or arising out of any inaccuracy in or breach, violation or nonobservance of the representations, warranties, covenants or other agreements made by Seller or the Shareholder herein or the Transaction Documents or failure of any certificate, document or instrument delivered by or on behalf of Seller or the Shareholder pursuant hereto or in connection herewith to be true and correct as of the Closing.
Shareholder Indemnification. The Shareholder and any Permitted Transferees jointly and severally agree to indemnify and hold harmless, to the extent permitted by applicable Law, the Company, its Affiliates, its and their respective directors, officers, partners, members and agents and each Person, if any, who controls the Company (within the meaning of the Securities Act or the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable, documented expenses of investigation and -24- US-DOCS\70827213.10 reasonable, documented attorneys’ fees and expenses) caused by, arising out of or relating to any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto covering the resale of any Registrable Securities by or on behalf of the Shareholder or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by the Shareholder expressly stated to be used in connection with such Registration Statement. Notwithstanding the foregoing, the Shareholder shall not be liable for any amounts in excess of the net proceeds received by the Shareholder from sales of Registrable Securities pursuant to the Registration Statement to which the claims relate. This indemnity shall be in addition to any liability the Shareholder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the transfer of such securities by the Company.
Shareholder Indemnification. Subject to the limitations set forth in Section 5.5 below, the Shareholder agrees to indemnify and hold harmless Bridgeline and its respective officers, directors, agents and employees to the fullest extent lawful, from and against any and all actions, suits, claims, counterclaims, proceedings, costs, losses, liabilities, obligations, demands, damages, judgments, amounts paid in settlement and reasonable expenses, including, without limitation, reasonable attorneys' fees and disbursements (hereinafter collectively referred to as a "CLAIM," "LOSS" or "LOSSES") suffered or incurred by Bridgeline to the extent relating to or arising out of any inaccuracy in or breach, violation or nonobservance of the representations, warranties, covenants or other agreements made by Iapps or the Shareholder herein or the Transaction Documents or failure of any certificate, document or instrument delivered by or on behalf of Iapps or the Shareholder pursuant hereto or in connection herewith to be true and correct as of the Closing. Notwithstanding the foregoing, to the extent that Bridgeline receives and collects any insurance proceeds relating to a Claim or Loss covered by insurance purchased by Iapps prior to the Closing, then Bridgeline's claim for indemnification hereunder shall be reduced, dollar-for-dollar, by the amount of such proceeds received by Bridgeline for any insurable Claim or Loss.
Shareholder Indemnification. The Shareholders jointly and severally agree to indemnify, defend and hold harmless the Buyer Indemnified Parties from any Losses (as defined in Section 8.1) arising in connection with any claims by any Shareholder or Executive that such Person did not receive such Person's Executive Bonus Payment or such Person's allocable portion of the Purchase Price to which such Person was entitled pursuant to this Agreement and the Escrow Agreement; provided that Buyer has made the payments required under Section 2.3 and the required payment of the Cash Increase, if any.
Shareholder Indemnification. The Shareholders, jointly and severally, shall indemnify, defend and hold the Purchaser harmless against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including legal and accounting fees and expenses), arising from (i) the untruth, inaccuracy or breach of any of the representations or warranties of the Shareholders herein or (ii) a breach of one or more of the covenants and or agreements of the Shareholders set forth in this Agreement (any such event being hereinafter referred to collectively as an "Event of Shareholder Non-Compliance"); provided that neither Shareholder shall be required to indemnify, defend or hold the Purchaser harmless from any
Shareholder Indemnification. 19 ARTICLE V CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 SECTION 5.1 Conditions to Each Party's Obligation to Effect the Transaction . . . . . . . . . . . . 21 SECTION 5.2 Conditions to Obligation of the Shareholder to Effect the Transaction . . . . . . . . . . . . 21 SECTION 5.3 Conditions to Obligation of the Buyer to Effect the Transaction . . . . . . . . . 22
Shareholder Indemnification. Following the Closing, the Shareholders agree to jointly and severally protect, defend, indemnify and hold the Buyer and the Company harmless with respect to any and all claims, demands, suits, actions, administrative proceedings, losses, damages, obligations, liabilities, costs and expenses, including without limitation reasonable legal and other costs and expenses of investigating and defending any actions or threatened actions, which arise as a result of or are related to (i) any active or passive act, omission, occurrence, event or condition that occurred prior to the Closing in connection with (a) the ownership of the Company's capital stock; (b) the Company's compliance with federal, state or local laws, regulations or orders; (c) any environmental or hazardous material claim, personnel claim or product liability claim relating to the Company; (d) any dispute or controversy between the Company's customers and other parties, or (ii) any material misrepresentation or breach of any of the representations, covenants or warranties of the Shareholder contained herein; or any material misstatements or failure to state a material fact required to be stated with respect to the information provided by the Shareholders for inclusion in any filing to be made with the Commission, provided that the Buyer complies with the following indemnification procedure:
(i) The Buyer shall, as soon as practicable (but in any event within sixty (60) days) after it learns of a claim for indemnification under this Section 4.3, give written notice to the Shareholders of its claim for indemnification, which notice shall set forth the amount involved in the claim for indemnification and contain a reasonably thorough description of the facts constituting the basis of such claim;
(ii) The Shareholders shall have a period of thirty (30) days from the receipt of the notice referred to above to respond to the indemnity claim to the satisfaction of the Buyer. During such 30-day period, the Buyer, on the one hand, and the Shareholders, on the other hand, shall use their respective best efforts to attempt in good faith to agree upon a mutually acceptable resolution as to their respective rights with respect to any such claim for indemnification, in which case the parties shall promptly prepare and sign a memorandum setting forth such agreement;
(iii) In the event that no agreement is reached during the 30-day period specified in subsection 4.3(a)(ii) above, then the Shareholders shall be j...
