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. 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 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. Subject to the limitations set forth in Section 8.5 below, the Shareholder agrees to indemnify and hold harmless Bridgeline 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 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. (i) Shareholders shall, jointly and severally, indemnify, defend and hold harmless Buyer, Company and Bank, and their successors and assigns, and their respective officers, directors, employees, stockholders, agents and affiliates (in the case of Company, those persons or entities who are officers, directors, employees, stockholders, agents and affiliates of Company from and after the Closing) harmless from, against and in respect of any and all claims, demands, lawsuits, proceedings, losses, assessments, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages, including interest, penalties and reasonable attorneys' fees and costs (all of the foregoing hereinafter referred to collectively as "Buyer Claims"), which arise or result from or relate to:
Shareholder Indemnification. In addition to the foregoing, the Shareholders agree to indemnify Purchaser against and in respect of any and all deficiencies, under-payments of tax, penalties, additions to tax, interest payments, payments of any taxes including, without limitation, income, employment, payroll, F.I.C.A., F.U.T.A., sales, use, trust fund taxes and tax payments to be withheld, and any and all other costs and expenses including, without limitation, legal and accounting fees and expenses, relative to examinations, proposed or final adjustments arising from such examinations and any assessments relating thereto, contests, claims, suits or proceedings respecting the determination of loss, liability, cost, expense and/or damage resulting from deficiencies in federal, state or local taxes, in respect of or directly or indirectly related to or resulting from the tax computation for any periods ended on or prior to the date hereof.
Shareholder Indemnification. (a) The Shareholder agrees to indemnify and hold harmless Purchaser against any and all Damages. "
Shareholder Indemnification. With respect to any indemnity claim under Section 6.1, iGambit hereby agrees that it shall seek recourse and remedy for such indemnifiable Losses (subject to Sections 6.4 above) solely by enforcing its rights against the Holdback Amount which is due or may become due to Shareholder under this Agreement.
Shareholder Indemnification. Subject to the other provisions of this Section 6.1 and Section 5.5, from and after the Effective Date, Shareholder shall indemnify and hold Purchaser, its Affiliates (including from and after the Closing Date, the Company and Company Subsidiaries) and their respective employees, representatives, officers, directors and agents (the "Purchaser Indemnitees") harmless from and against any and all out-of-pocket liability, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses (including reasonable attorneys' fees and expenses) suffered by any Purchaser Indemnitee (collectively, "Purchaser Damages") arising out of:
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
