Stockholder Indemnification. (a) Subject to the indemnification limitations set forth in this Contribution Agreement, from and after the Contribution Closing Date, the Indemnity Holdback Amount shall be used to indemnify and hold harmless the Company, the Operating Partnership and each of their respective directors, officers, employees, agents, representatives and Affiliates (each of which is a “Company Indemnified Party”) from and against any and all Losses in excess of the greater of (i) 4.5% of the Indemnity Holdback Amount or (ii) $250,000, in each case in the aggregate, arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor or Stockholder in the Transaction Agreements or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor or the Stockholder pursuant to the Transaction Agreements; provided, however, that the Stockholder shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Company’s breach of this Contribution Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, to the extent such Losses relate to breach of a representation, warranty or covenant of the Contributor regarding a Person or the assets and liabilities of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the Contributor, the indemnification pursuant to this Section 5.02 shall be limited to the portion of such Losses attributable to the interest acquired from the Contributor pursuant to this Contribution Agreement. The Stockholder hereby grants to the Company a security interest in the Company Shares held as the Indemnity Holdback Amount to secure the indemnification obligations set forth in this Section 5.02.
(b) Any indemnification payment made by the Company to the Stockholder pursuant to the Transaction Agreements shall be made to such Stockholder in shares of Company Common Stock, the number of which shall equal the dollar value of the indemnification payment divided by the price of a share of Company Common Stock as of the close of market on the date of such indemnification payment.
Stockholder Indemnification. The Stockholder 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 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 (including Takedown Prospectus Supplement) covering the resale of any Registrable Securities by or on behalf of the Stockholder 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 furnished in writing by the Stockholder for use in connection with such Registration Statement, which shall be limited to the Stockholder’s name, address and number of shares of Registrable Securities owned by the Stockholder. Notwithstanding the foregoing, the Stockholder shall not be liable for any amounts in excess of the net proceeds received by the Stockholder 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 Stockholder 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.
Stockholder Indemnification. (i) The Company agrees to indemnify and hold harmless each Stockholder, its respective directors, officers, partners, members, managers, Affiliates and controlling persons (each, an “Stockholder Indemnitee”) from and against any and all liability, including, without limitation, all obligations, costs, fines, claims, actions, injuries, demands, suits, judgments, proceedings, investigations, arbitrations (including stockholder claims, actions, injuries, demands, suits, judgments, proceedings, investigations or arbitrations) and reasonable expenses, including reasonable accountant’s and reasonable attorney’s fees and expenses (together the “Losses”), incurred by such Stockholder Indemnitee before or after the date of this Agreement to the extent arising out of, resulting from, or relating to (i) such Stockholder Indemnitee’s purchase and/or ownership of any Company Common Stock or Common Unit or (ii) any litigation to which any Stockholder Indemnitee is made a party in its capacity as a stockholder or owner of securities (or as a director, officer, partner, member, manager, Affiliate or controlling person of any Stockholder) of the Company; provided, that the foregoing indemnification rights in this Section 3.1(b)(i) shall not be available to the extent that (a) any such Losses are incurred as a result of such Stockholder Indemnitee’s willful misconduct or gross negligence; (b) any such Losses are incurred as a result of non-compliance by such Stockholder Indemnitee with any laws or regulations applicable to it; or (c) subject to the rights of contribution provided for below, to the extent indemnification for any Losses would violate any applicable law or public policy. For purposes of this Section 3.1(b)(i), none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Stockholder Indemnitee as to any previously advanced indemnity payments made by the Company under this Section 3.1(b)(i), then such payments shall be promptly repaid by such Stockholder Indemnitee to the Company. The rights of any Stockholder Indemnitee to indemnification hereunder will be in addition to any other rights any such party may have under any other agreement or instrument to which such Stockholder Indemnitee is or becomes a party or...
Stockholder Indemnification. Following the Closing, the Stockholders (the “Stockholder Indemnifying Parties”) shall, severally and not jointly, based on their respective Pro Rata Shares, indemnify and hold harmless Surviving Entity and its subsidiaries (including the Company), their respective officers, directors, employees and equityholders, and Affiliates (each a “Surviving Entity Indemnified Person” and collectively as “Surviving Entity Indemnified Persons”) from and against any and all Losses arising from Claims arising out of or resulting from: (i) the inaccuracy in or breach of any representation or warranty made by the Company, Holdco or any Stockholder in this Agreement or the other Transaction Documents; (ii) any breach of or default in connection with any of the covenants and agreements made by the Company, Holdco or any Stockholder in this Agreement or the Transaction Documents; (iii) any Excluded Taxes; (iv) any Fraud-Type Claim (x) arising from the acts or omissions of the Company or Holdco or (y) arising from the acts or omissions of any Stockholder, provided, however, that no Stockholder shall be liable for any Fraud-Type Claim arising out of the acts or omissions of any other Stockholder; (v) the exercise of dissenters’, appraisal or similar rights with respect to holders of certificates or book-entry shares, to the extent Losses in respect thereof are in excess of the consideration that otherwise would have been payable in respect of such Holdco Capital Stock in accordance with this Agreement, provided that, for the avoidance of doubt, that any Losses associated with the defense of any claims relating to the exercise of such rights shall be deemed indemnifiable Losses pursuant hereto; (vi) any matters described on Schedule 4.11(e) of the Disclosure Schedules; and (vii) any claims against the Company or Holdco or their respective boards of directors or management arising prior to the Closing and relating to the authorization and approval of the Agreement, the Merger and the other transactions contemplated by this Agreement.
Stockholder Indemnification. Notwithstanding anything contained herein to the contrary, no Stockholder shall be liable for indemnification under SECTION 14 of this Agreement in excess of such Stockholder's pro rata share of the Stock Purchase Consideration and such liability shall be several; provided, however, that the Blocks shall be jointly and severally liable to the extent of the total Stock Purchase Consideration paid to both of them.
Stockholder Indemnification. The Escrow Shares, Escrow Fund and Escrow Note shall be available to satisfy the reimbursement and indemnity obligations of the Stockholders to the Parent Indemnitees contained in Section 1.10 and Section 8.2 of the Merger Agreement, subject to the limitations, and in the manner provided, in the Merger Agreement and this Agreement.
Stockholder Indemnification. From and after the Merger I Effective Time (but subject to the limitations in this Section 5), the Stockholder Indemnitors shall hold harmless and indemnify the Purchaser Indemnitees, from and against, and shall compensate and reimburse the Purchaser Indemnitees for any Loss which is directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise directly or indirectly become subject (regardless of whether or not such Loss relates to any third-party claim) and that arises directly or indirectly from or as a result of, or are directly or indirectly connected with:
(i) any inaccuracy in or breach of any representation or warranty made by Company in this Agreement; [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(ii) any breach of any covenant or obligation, or any failure to comply therewith, of Company in this Agreement; or
(iii) any Pre-Closing Taxes.
Stockholder Indemnification. In the event that any Stockholder incurs any personal liability on account of providing to the Company, prior to the Closing, any guaranty with respect to any Company liability or obligation, or otherwise personally undertaking to obligate his or herself for the benefit of the Company, and such liability or obligation relates to a benefit received by the Company after the Closing, then Aztec shall indemnify, defend and hold harmless such Stockholder with respect to such liability or obligation, and pay the amount thereof to the Stockholder within the Stockholder within five business days after written request therefor.
Stockholder Indemnification. (a) Subject to the other terms and conditions of this Agreement, from and after the Closing, the Stockholders, Option Holders and Stockholders’ Agent (each a “Stockholder Indemnitee”) shall be held harmless and indemnified by Parent and the Surviving Corporation to the extent of any Losses resulting from (i) any breach or inaccuracy of any representation or warranty of Parent contained in Article IV; (ii) any breach or failure to perform by Parent any of its covenants contained herein, and (iii) any breach or failure to perform by the Surviving Corporation any of the Post-Closing Obligations of the Surviving Corporation contained herein.
(b) Stockholder Indemnitees shall not be entitled to indemnification under Section 9.3(a) for any Losses (individually or in the aggregate) in excess of the Escrow Amount (the “Parent Cap”) and no indemnification pursuant to such provisions shall be payable thereafter, except that the Parent Cap shall not apply to any payments required to be made by Parent or its Affiliates to or for the benefit of Stockholders or Company Option Holders pursuant to Article II or Article VII.
(c) The limitations contained in Section 9.3(b) shall not apply with respect to matters arising out of Fraud.
(d) Notwithstanding anything in this Agreement to the contrary, once a breach of a representation or warranty has been established (after giving effect to Qualifications), for the purposes of determining the amount of Losses that may be recovered under Section 9.3(b)(i) only with respect to such breach, such Qualifications shall be disregarded.
Stockholder Indemnification. Following the Closing, the Stockholders (the “Stockholder Indemnifying Parties”) shall, severally and not jointly, based on their respective Pro Rata Shares, indemnify and hold harmless Buyer and its subsidiaries (including the Surviving Entity), their respective officers, directors, employees and equityholders, and Affiliates (each a “Buyer Indemnified Person” and collectively the “Buyer Indemnified Persons”) from and against any and all Losses actually incurred or suffered arising from Claims arising out of or resulting from: (i) the inaccuracy in or breach of any representation or warranty made by the Company or any Stockholder in this Agreement; (ii) any breach of or default in connection with any of the covenants and agreements made by the Company or any Stockholder in this Agreement; (iii) any Excluded Taxes; (iv) any Fraud Claim; (v) any matters described on Schedule 7.10(a); and (vi) any claims against the Company or its board of directors or management arising prior to the Closing and relating to the authorization and approval of the Agreement, the Merger and the other transactions contemplated by this Agreement.
