Shareholders' Losses Sample Clauses

Shareholders' Losses. (a) Purchaser and the Company jointly and severally agree to indemnify and hold harmless Shareholders, and their respective representatives, agents, attorneys, successors and assigns from, against, for and in respect of any all Shareholders' Losses (defined below) suffered, sustained, incurred or required to be paid by either Shareholder by reason of (i) any representation or warranty made by Purchaser in or pursuant to this Agreement being untrue or incorrect in any respect; (ii) any failure by Purchaser to observe or perform its covenants and agreements set forth in this Agreement or any other agreement or document executed by it in connection with the transactions contemplated hereby; (iii) those liabilities, obligations, claims, contingencies and encumbrances accruing or arising after the Closing in connection with the business of the Company, except to the extent that such liabilities, obligations, claims, contingencies or encumbrances are attributable to a breach of warranty, representation or covenant by the Company and/or Shareholders prior to the Closing; or (iv) those matters described in Section 5.12.
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Shareholders' Losses. Each of Grant and GPI agrees to indemnify the Shareholders and the JV and save and hold the Shareholders and the JV harmless from, against, for, and in respect of any and all damages (including, without limitation, amounts paid in settlement of any claims), losses, obligations, liabilities, claims, deficiencies, costs, and expenses, including, without limitation, reasonable attorneys' fees (hereinafter referred to collectively as "Shareholders' Losses") suffered, sustained, incurred, or required to be paid by the Shareholders or any of its Affiliates by reason of (i) any representation or warranty made by Grant or GPI in this Agreement being untrue or incorrect in any material respect when made; or (ii) any breach by Grant or GPI of or failure by Grant or GPI to observe or perform any of its covenants and agreements set forth in this Agreement. In no event shall the aggregate liability of Grant or GPI hereunder exceed the amount of the Purchase Price (utilizing a $9.00 value of the GPI stock).
Shareholders' Losses. Buyer agrees to indemnify and hold harmless Lansing and the Shareholders from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with Buyer's consent, which may not be unreasonably withheld), penalties, fines, interest and monetary sanctions, losses, obligations, liabilities, claims, deficiencies, costs and expenses, including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (hereinafter referred to collectively as "Shareholders' Losses") suffered, sustained, incurred or required to be paid by a Shareholder by reason of: (i) any representation or warranty made by Buyer in or pursuant to this Agreement being untrue or incorrect in any respect; (ii) any liability arising from or with respect to the ownership or operation of the Business after the Closing Date, including, without limitation, any liability for warranties or defective products arising from sales by Buyer after the Closing Date; (iii) any failure by Buyer to observe or perform its covenants and agreements set forth in this Agreement; (iv) any failure by Buyer to observe or perform its covenants and agreements set forth in this Agreement or any other agreement or document executed by it in connection with the transactions contemplated hereby; or (vi) any amounts payable to Shareholders pursuant to Section 5.2(f) hereof.
Shareholders' Losses. (a) Purchaser agrees to indemnify and hold harmless Shareholders and their representatives, agents and attorneys ("Shareholder Indemnified Parties") from, against, for and in respect of any all Shareholders' Losses (as defined below) suffered, sustained, incurred or required to be paid by a Shareholder by reason of (i) any representation or warranty made by Purchaser in or pursuant to this Agreement being untrue or incorrect in any respect; (ii) any failure by Purchaser to observe or perform its covenants and agreements set forth in this Agreement or any other agreement or document executed by it in connection with the transactions contemplated hereby; or (iii) any act or omission by the Company subsequent to the consummation of the Closing; except that Purchaser shall not be responsible for indemnification hereunder to the extent (and proportionate to the extent) that the Shareholders' Loss results from a Shareholder Indemnified Party's own gross negligence or willful misconduct.
Shareholders' Losses. (a) Subject to the other provisions of this Article XII, Delphi agrees to indemnify and hold harmless the Shareholders and any recipient of Company Common Stock, Delphi Common Stock or notes received in a Permitted Transfer or transfer otherwise made in accordance with Section 9.12 hereof and their respective successors (collectively, the "Shareholder Indemnified Parties" and each, a "Shareholder Indemnified Party") from, against, for and in respect of any and all Shareholders' Losses (as defined below) suffered, sustained, incurred or required to be paid by any Shareholder Indemnified Party by reason of (i) any representation or warranty made by Delphi in Article VII of this Agreement, in the Disclosure Schedule or in any certificate or other document or instrument delivered by or on behalf of Delphi in connection herewith being untrue or incorrect in any material respect; or (ii) any failure by Delphi to observe or perform its covenants and agreements set forth in this Agreement in any material respect.
Shareholders' Losses. (a) Subject to the other provisions of this Article IX, Delphi agrees to indemnify and hold harmless the Shareholders from, against, for and in respect of any and all Shareholders' Losses (as defined below) suffered, sustained, incurred or required to be paid by the Shareholders by reason of (i) any representation or warranty made (whether as of the date of this Agreement, as of the Closing Date or as of another date) by Delphi in Article IV of this Agreement, in the Disclosure Schedule or in any certificate or other document or instrument delivered by or on behalf of Delphi in connection herewith being untrue or incorrect in any material respect; or (ii) any failure by Delphi to observe or perform its covenants and agreements set forth in this Agreement in any material respect.

Related to Shareholders' Losses

  • Trustees, Shareholders, etc Not Personally Liable; Notice. All persons extending credit to, contracting with or having any claim against the Trust or any Series or class shall look only to the assets of the Trust, or, to the extent that the liability of the Trust may have been expressly limited by contract to the assets of a particular Series or attributable to a particular class, only to the assets belonging to the relevant Series or attributable to the relevant class, for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Every note, bond, contract, instrument, certificate or undertaking made or issued on behalf of the Trust by the Trustees, by any officer or officers or otherwise shall give notice that this Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as officer or officers or otherwise and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust or upon the assets belonging to the Series or attributable to the class for the benefit of which the Trustees have caused the note, bond, contract, instrument, certificate or undertaking to be made or issued, and may contain such further recital as he or she or they may deem appropriate, but the omission of any such recital shall not operate to bind any Trustee or Trustees or officer or officers or Shareholders or any other person individually.

  • Disclaimer of Shareholder Liability MassMutual and the Sub-Adviser understand that the obligations of the Trust under this Sub-Advisory Agreement are not binding upon any Trustee or shareholder of the Trust personally, but bind only the Trust and the Trust’s property. MassMutual and the Sub-Adviser represent that each has notice of the provisions of the Trust Documents disclaiming shareholder and Trustee liability for acts or obligations of the Trust.

  • Shareholder Liability Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding only upon the assets and property of the Series.

  • Trustees, Shareholders, etc. Not Personally Liable; Notice Section 1. All persons extending credit to, contracting with or having any claim against the Trust or a particular series or class of Shares shall look only to the assets of the Trust or the assets of that particular series or class of Shares for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers shall give notice that this Declaration is on file with the Secretary of The Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as officer or officers and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust, and may contain such further recital as he or she or they may deem appropriate, but the omission thereof shall not operate to bind any Trustee or Trustees or officer or officers or Shareholder or Shareholders individually.

  • Shareholders' Right to Inspect Shareholder List One or more Persons who together and for at least six months have been Shareholders of at least five percent (5%) of the Outstanding Shares of any Class may present to any officer or resident agent of the Trust a written request for a list of its Shareholders. Within twenty (20) days after such request is made, the Trust shall prepare and have available on file at its principal office a list verified under oath by one of its officers or its transfer agent or registrar which sets forth the name and address of each Shareholder and the number of Shares of each Portfolio and Class which the Shareholder holds. The rights provided for herein shall not extend to any Person who is a beneficial owner but not also a record owner of Shares of the Trust.

  • Profits Losses and Distributions A. Each Member shall share all profits and losses, pro rata, in proportion to the Member's Interest in the Company. A Member's Interest shall be defined as a Member's pro rata share of ownership in the Company.

  • Indemnification by Participating Shareholders Each Shareholder holding Registrable Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person (other than such Shareholder) if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only (i) with respect to information furnished in writing by such Shareholder or on such Shareholder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense described in Section 5.05 results from the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each such Shareholder shall be prepared, if required by the underwriting agreement, to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 5.06. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. No Shareholder shall be liable under Section 5.06 for any damage thereunder in excess of the net proceeds realized by such Shareholder in the sale of the Registrable Securities of such Shareholder.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • Lost Shareholders GFS shall perform such services as are required in order to comply with Rules 17a-24 and 17Ad-17 (the “Lost Shareholder Rules”) of the Securities Exchange Act of 1934, including, but not limited to, those set forth below. GFS may, in its sole discretion, use the services of a third party to perform some of or all such services.

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