Shareholder Indemnity. Purchaser shall indemnify, after the Closing Date but prior to the expiration of the applicable survival period set forth in Section 9.1, Seller and each Shareholder and their respective officers, directors, agents, Affiliates, representatives, successors and permitted assigns after the Closing (a “Seller Indemnitee”) for all Losses which may be incurred by such Seller Indemnitee relating to, based upon, resulting from or arising out of:
(a) the breach of any representation or warranty made by Purchaser in this Agreement or in any Related Document (other than the Employment Agreements) as of the date hereof and as of the Closing Date;
(b) the breach of any agreement, covenant or obligation of Purchaser contained in this Agreement or in any Related Document (other than the Employment Agreements);
(c) any Liability incurred by Purchaser or its Affiliates to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with the transactions contemplated by this Agreement including Bentley Associates or Jain Consulting LLC;
(d) any misrepresentation contained in any certificate or other document furnished by or on behalf of Purchaser or Acquiror Parent pursuant to this Agreement or in any Related Document (other than the Employment Agreements); or
Shareholder Indemnity. Shareholder shall indemnify, defend and hold harmless the Company and its officers, directors, employees, agents, affiliates and permitted assigns (each, a “Company Indemnitee”) from and against any and all losses, claims, damages, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) incurred by a Company Indemnitee directly or indirectly resulting from or arising out of Shareholder’s breach of any of its obligations, representations, warranties or covenants set forth in this Agreement.
Shareholder Indemnity. The Shareholder will indemnify, defend, and hold harmless GetFugu Parent and GetFugu Sub against and in respect of claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees (collectively, “Losses”), that it may incur or suffer, which arise, result from, or relate to any breach of, or failure by the Shareholder to perform, any of its representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Shareholder under this Agreement.
Shareholder Indemnity. The Shareholder will indemnify and hold harmless the Joint Lead Managers against any Losses (or actions in respect thereof) joint or several, to which the Joint Lead Managers may become subject, under the U.S. Securities Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact in the Shareholder Statements contained in any preliminary or final U.S. Offer Documents or any amendment or supplement thereto, or any Offeror Written Communication, in each case, to the extent that those documents relate to the U.S. Offer; or the Rule 701 Placement, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the Shareholder Statements in the U.S. Offer Documents, in the light of the circumstances under which they were made, not misleading, and will reimburse the Joint Lead Managers for any legal or other expenses reasonably incurred by the Joint Lead Managers in connection with investigating or defending any such action or claim as such expenses are incurred.
Shareholder Indemnity. The Shareholder shall indemnify, defend and hold harmless the Buyers and CGL and their respective successors, heirs, assigns, and CGL's officers, directors, members, managers, equity holders, and employees (collectively, the "ACQUIROR GROUP") against any Actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses (collectively, "ADVERSE CONSEQUENCES") that any member of Acquiror Group may suffer, sustain or become subject to as the result of, or arising from or in connection with (a) any breach of any of the representations or warranties made by the Company or the Shareholder in this Agreement, (b) any breach of the covenants and agreements made by the Company or the Shareholder in this Agreement or any exhibit hereto delivered by the Company or the Shareholder in connection with the Closing, (c) any Excluded Liabilities.
Shareholder Indemnity. In the case of each offering or sale of Securities covered by this Agreement, the Shareholder shall, in the same manner and to the same extent as set forth in paragraph (a) of this Section 4, indemnify and hold harmless the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Act, and each person affiliated with or retained by the Company and who may be subject to liability under any applicable foreign securities laws, its directors and those officers of the Company who shall have signed any registration statement, offering memorandum or other offering document with respect to any statement in or omission from such registration statement, any preliminary prospectus or prospectus contained in such registration statement or from such offering memorandum or other offering document, as amended or supplemented, if such statement or omission shall have been made in reliance upon and in conformity with information identified in writing by the Company or the Shareholder as concerning the Shareholder and its security holdings in the Company and so identified for use in connection with the preparation of such registration statement, any preliminary prospectus or prospectus contained in such registration statement, any offering memorandum or other offering document, or any amendment thereof or supplement thereto.
Shareholder Indemnity. Prior to the filing of any Registration Statement covering the AII Common Stock, each Distributing Holder will agree, severally but not jointly, to indemnify and hold harmless AII against any losses, claims, damages or liabilities to which AII may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue or alleged untrue statement in any Registration Statement, preliminary prospectus, said final prospectus, or said amendment or supplement, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in said Registration Statement, said preliminary prospectus, said final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished by such Distributing Holder specifically for use in the preparation thereof.
Shareholder Indemnity. The Shareholder covenants and agrees to indemnify and hold the Company and its officers, directors and stockholders, harmless from and against, and to reimburse such indemnitees for, any claim for any losses, damages, liabilities, deficiencies and expenses (including reasonable counsel fees and expenses) (a “Claim”) incurred by the Company, or any such indemnitee after the date hereof by reason of, or arising from, (a) any misrepresentation or breach of any representation or warranty contained in this Agreement or in any instrument or document executed by the Shareholder and delivered to the Company pursuant to the terms hereof or (b) any failure by the Shareholder to perform any obligation or covenant required to be performed by it under any provision of this Agreement.
Shareholder Indemnity. Subject to the limitations set forth herein, the Shareholders, jointly and severally, agree to indemnify and save harmless the Purchaser and its Affiliates and its officers, directors and representatives (collectively, "Purchaser Indemnified Parties") from all Losses suffered or incurred by the Purchaser Indemnified Parties as a result of or arising out of or in connection with:
(i) any breach of or any inaccuracy of any representation or warranty contained in Article IV of this Agreement or in any certificate delivered by the Trust, Company or a Shareholder pursuant hereto;
(ii) any breach or non-performance by the Trust, a Shareholder or the Company of any covenant to be performed by him, her or it which is contained in this Agreement or in any certificate delivered by the Trust, Company or a Shareholder pursuant hereto;
(iii) any liability of any AVR Entity for any Tax, or any Claims asserted against any of the Purchaser Indemnified Parties for any Tax of any AVR Entity, with respect to any taxable year or period ending on or before the Closing Date, and with respect to any taxable year or period beginning before and ending after the Closing Date, then with respect to the portion of such taxable year or period ending on the Closing Date; and
(iv) any liability for any Indebtedness.
Shareholder Indemnity. The Shareholders, severally and not jointly, will and do hereby indemnify, defend and hold harmless Actiga and AC Sub and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Actiga or AC Sub and their respective shareholders by reason of, resulting from, based upon or arising out of any breach by the Shareholders of Section 2.2 of this Agreement; or any misstatement, misrepresentation or breach of the representations and warranties made by the Shareholder contained in or made pursuant to the certificate set out in Schedule 7, as applicable, to this Agreement, executed by each Shareholder as part of this Agreement.
