SHAREHOLDERS OTHER THAN HOMA INDEMNITY AGREEMENT Sample Clauses

SHAREHOLDERS OTHER THAN HOMA INDEMNITY AGREEMENT. Subject to the provisions of Section 9.6.1 hereof, the Shareholders other than Homa, jointly and severally, shall defend, indemnify and hold harmless HALIS and the Surviving Corporation (and their respective directors, officers, employees, agents, affiliates, successors and assigns) from and against any and all direct or indirect requests, demands, claims, payments, defenses, obligations, recoveries, deficiencies, fines, penalties, interest, assessments, actions, liens, causes of action, suits, proceedings, judgments, losses, Damages (including without limitation punitive, exemplary or consequential damages, lost income and profits, interruptions of business and diminution in the value of the stock), liabilities, costs, and expenses of any kind (including without limitation (i) interest, penalties and reasonable attorneys' fees and expenses, (ii) attorneys' fees and expenses necessary to enforce their rights to indemnification hereunder, and (iii) consultants' fees and other costs of defending or investigating any claim hereunder), and interest on any amount payable as a result of the foregoing, whether accrued, absolute, contingent, known, unknown, or otherwise as of the Closing Date or thereafter asserted against, imposed upon or incurred by HALIS, the Surviving Corporation or any of their respective directors, officers, employees, agents, affiliates, successors or assigns (a "Loss of HALIS") by reason of, resulting from, arising out of, based upon, awarded or asserted against or otherwise in respect of: (a) any period or periods of PhySource ending prior to the Closing and which involve any claims against HALIS, PhySource, the Surviving Corporation or their respective properties or assets, relating to actions or inactions of PhySource or its respective officers, directors, shareholders, employees or agents prior to Closing, or the operation of the business of PhySource prior to the Closing unless such liability was disclosed on the Company Financial Statements and adequate reserves were established therefor; (b) any breach of any representation and warranty contained in this Agreement or any misrepresentation in or omission on the part of PhySource or the Shareholders contained in any certificate furnished or to be furnished to HALIS by PhySource or any of the Shareholders pursuant to this Agreement; (c) any breach or nonfulfillment on the part of PhySource or any of the Shareholders of any covenant contained in this Agreement; (d) the failure of PhySou...
Sample 1
AutoNDA by SimpleDocs

Related to SHAREHOLDERS OTHER THAN HOMA INDEMNITY AGREEMENT

  • Indemnity Agreement The Indemnity Agreement Regarding Hazardous Materials made by the Borrower and Guarantors, in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, pursuant to which each of the Borrower and the Guarantors agrees to indemnify the Agent and the Lenders with respect to Hazardous Substances and Environmental Laws.

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N620FE), dated as of June 15, 1998, between the Lessee and the Owner Participant.

  • Indemnification Agreements Concurrently with the execution of this Agreement, the Company and the Executive shall enter into indemnification agreements, copies of which are attached hereto as Exhibit B-1 and Exhibit B-2.

  • Exculpation Among Purchasers The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Tax Sharing Agreements All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

  • Limitations of Liability of Trustees and Shareholders of the Company The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.

  • Stockholder Agreements Except as contemplated by or disclosed in the Transaction Agreements, such Founder is not a party to and has no knowledge of any agreements, written or oral, relating to the acquisition, disposition, registration under the Securities Act, or voting of the securities of the Company.

  • Exculpation Among Investors Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!