Stockholders’ Indemnification Obligations Sample Clauses

Stockholders’ Indemnification Obligations. The Stockholders, jointly and severally, shall indemnify and hold harmless the Buyer, the Company, their respective Affiliates, all of their respective Representatives, and their respective successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against any and all Damages based upon, attributable to or resulting from: (a) a breach of any representation or warranty of the Stockholders set forth in this Agreement or in any other Transaction Document (provided that, with respect to the representations and warranties set forth in Section 4.1 above, each Stockholder shall only be severally liable for indemnification with respect to its own breaches); (b) a breach of any covenant or other agreement on the part of the Stockholders under this Agreement or under any other Transaction Document; or (c) any Selling Expenses.
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Stockholders’ Indemnification Obligations. Subject to the terms and conditions of this Article IV, each Stockholder agrees to severally, and not jointly, indemnify, defend and hold harmless EQUITY CONTRIBUTION AGREEMENT 8 Holdings and its stockholders, directors, officers and affiliates (other than such Stockholder) (the "Holdings Group") from and against any Damages, asserted against, resulting to, imposed upon or incurred by the Holdings Group or any member thereof, whether directly by such member or indirectly through its proportionate ownership of Holding, by reason of or resulting from a breach or multiple breaches of any representation, warranty or agreement of the Stockholders contained in or made pursuant to this Agreement or any facts or circumstances constituting such a breach (collectively, "Holdings Claims").
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Stockholders’ Indemnification Obligations. (a) The stockholders, jointly and severally, agree to indemnify and hold Parent, Sub and their officers, directors and affiliates (including the Company after the Closing but excluding the stockholders) (the "INDEMNIFIED PARTIES"), harmless against all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses of investigation and defense relating to such claim, loss, liability, damage, deficiency, cost or expense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred or suffered by the Indemnified Parties, or any of them (including the Company after the Closing), directly or indirectly, as a result of (i) any breach or inaccuracy of a representation or warranty of the Company or Select Stockholders contained in this Agreement (or any certificate or instrument delivered pursuant to this Agreement), and (ii) any failure by the Company prior to the Closing to perform or comply with any covenant or agreement contained in this Agreement. The stockholders shall not have any right of contribution from the Company with respect to any Loss claimed by an Indemnified Party after the Effective Time.
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Stockholders’ Indemnification Obligations. By virtue of the approval of the Merger by the Stockholders and/or the execution and delivery of a Letter of Transmittal by the Stockholders, the Stockholders (each, an “Indemnifying Party” and collectively, the “Indemnifying Parties”) agree, severally and not jointly, to indemnify, defend and hold harmless Parent and its officers, directors, affiliates (including the Surviving Corporation and all Subsidiaries of Parent), employees, agents and representatives (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), from and against and in respect of all Losses (other than amounts paid from the Escrow Fund attributable to the MIP Escrow Contribution) incurred or sustained by the Indemnified Parties, or any of them, directly or indirectly, arising out of or relating to: (a) any breach or inaccuracy of a representation or warranty of the Company contained in this Agreement; (b) any failure by the Company to perform or comply with any covenant applicable to the Company contained in this Agreement prior to the Closing; (c) the failure of any portion of the Indebtedness, Pre-Closing Employee Obligations or Third-Party Expenses to be paid at or prior to the Closing; (d) any Taxes of the Company or any of its Subsidiaries attributable to taxable periods ending on or before the Closing Date; (e) any Lien on any property or assets of the Company or any of its Subsidiaries after the Closing as a result of matters existing or relating to any period prior to the Closing, other than Permitted Liens; (f) any claim by a Securityholder regarding the distribution of the Merger Consideration to the extent made in accordance with Section 1.6; (g) any claims or actions specified on Schedule 7.2(g); (h) any Dissenting Shares, the authorization of the Merger or the breach or alleged breach of any fiduciary duties by any officer or director of the Company in connection with the Merger; (i) any Company Options or Company Warrants; or (j) the Stockholder Representative Engagement Letter. For all purposes of this Article VII, when determining the amount of the Losses, any material adverse effect or other materiality qualifier contained in any such representation or warranty will be disregarded. No Indemnified Party may initiate a claim for indemnification under this Agreement without the prior approval of Parent.
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Stockholders’ Indemnification Obligations. Subject to the provisions of Sections 7.4 and 7.8: (a) the Stockholders, jointly and severally, shall indemnify, save and keep Purchaser, the members of the AIMCOR Group and their respective directors, officers, employees, representatives, agents and their respective successors and permitted assigns and Affiliates (each a "Purchaser Indemnitee" and collectively, the "Purchaser Indemnitees") harmless against and from all Damages sustained or incurred by any Purchaser Indemnitee, as a result of or arising out of or by virtue of: (i) any inaccuracy in or breach of any representation and warranty made by the Stockholders, Germany LP or Luxembourg LP to Purchaser contained in Section 2.3 (other than representations and warranties contained in Section 2.3(k), which are governed exclusively by Section 7.3(a)(v)) or by Germany LP or Luxembourg LP in Section 2.4 or in any closing document delivered to Purchaser in connection herewith; (ii) the breach by any Stockholder, Germany LP or Luxembourg LP of, or failure of any Stockholder to comply with, any of the covenants or obligations under this Agreement to be performed by the Stockholders, Germany LP or Luxembourg LP (other than Sections 6.3, 6.8 and 6.9); (iii) to the extent such Damages result or arise from (x) violations of or obligations imposed under Environmental Laws, (y) actions required under Environmental Laws, including, without limitation, compliance with orders, decrees or similar directives issued by any court or governmental authority pursuant to Environmental Laws, or (z) contamination by Hazardous Materials in condition, concentration or amount exceeding an applicable remedial standard provided for under Environmental Laws: conditions existing, or events occurring, on or prior to the Closing Date at or relating to the properties located in Gloucester, Ontario, Bridgeport, Alabama or Mannheim, Germany, including without limitation the use of silica breeze disposal ponds by the Bridgeport, Alabama facility and the presence of radioactive materials at, and ground water contamination at or about, the Gloucester, Ontario facility; (iv) all Liabilities related to the Excluded Assets, regardless of whether such Liabilities arose prior to, on the date of or after the transfer of such Excluded Assets; (i) any Taxes of any member of the AIMCOR Group with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to th...
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Related to Stockholders’ Indemnification Obligations

  • Seller’s Indemnification Obligations Seller shall, on the date of Closing, agree (and, upon delivery to Purchaser of the Assignments, shall be deemed to have agreed), subject to the limitations and procedures contained in this Article 9, following the Closing, to indemnify and hold Purchaser, its Affiliates and its and their respective successors and permitted assigns and all of their respective stockholders, partners, members, managers, directors, officer, employees, agents and representatives (collectively, the “Purchaser Indemnitees”) harmless from and against any and all claims, obligations, actions, liabilities, damages or expenses (collectively, “Purchaser’s Losses”) incurred, suffered, paid by or resulting to any of the Purchaser Indemnitees and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement (in each case without regard to materiality or any qualification as to Material Adverse Effect), (b) Seller’s non-compliance with Applicable Laws or agreements in respect of the Properties prior to the Closing, (c) all Property Costs incurred prior to the Effective Date (including with regard to joint interest xxxxxxxx by Seller and any participating party’s payments in respect thereof), (d) all costs and expenses incurred by Purchaser associated with the plugging and abandoning of each Abandoned Well pursuant to Section 7.13 or (e) the Excluded Assets; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ANY OTHER PURCHASER INDEMNITEE, SELLER OR ANY OTHER PERSON. Notwithstanding any other provision of this Agreement, (i) the maximum liability of Seller under the indemnity provisions of Article 9 or under any other provisions of this Agreement, in either case for a breach of any representation or warranty other than the Seller Transaction Representations and Section 4.1(i), shall not exceed ten percent (10%) of the Purchase Price and (ii) Seller shall have no liability under the indemnity provisions of this Section 9.5 by reason of any breach of any representation or warranty (other than the Seller Transaction Representations and Section 4.1(i)) until and unless the aggregate amount of the liability for all Purchaser Losses associated therewith exceeds ONE MILLION Dollars ($1,000,000), in which event Seller shall be liable for the amount of all Purchaser Losses, but in no event to exceed ten percent (10%) of the Purchase Price. Seller agrees that any amounts owing to Purchaser under this Agreement may be set off against and withheld from any amounts owing to Seller in respect of its interest under the Farmout Agreement.

  • Accountholder’s Indemnification Obligation You understand and agree that you are required to indemnify us and hold us harmless against any and all claims, actions, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and expenses arising from your use of the Services and/or breach of this Disclosure and Agreement. You understand and agree that this paragraph shall survive the termination of this Agreement.

  • Indemnification Obligations Subject to the limitations set forth in this Agreement, each Fund severally and not jointly agrees to indemnify and hold harmless the Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Custodian or its nominee caused by or arising from actions taken by the Custodian on behalf of such Fund in the performance of its duties and obligations under this Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian or its nominee. In addition, each Fund agrees severally and not jointly to indemnify any Person against any liability incurred by reason of taxes assessed to such Person, or other loss, damage or expenses incurred by such Person, resulting from the fact that securities and other property of such Fund's Portfolios are registered in the name of such Person; provided however, that in no event shall such indemnification be applicable to income, franchise or similar taxes which may be imposed or assessed against any Person.

  • Indemnification Obligation The Offerors shall jointly and severally indemnify and hold harmless the Placement Agents and the Purchaser and each of their respective agents, employees, officers and directors and each person that controls either of the Placement Agents or the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and agents, employees, officers and directors or any such controlling person of either of the Placement Agents or the Purchaser (each such person or entity, an “Indemnified Party”) from and against any and all losses, claims, damages, judgments, liabilities or expenses, joint or several, to which such Indemnified Party may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Offerors), insofar as such losses, claims, damages, judgments, liabilities or expenses (or actions in respect thereof) arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to the Placement Agents or the Purchaser by the Offerors a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each Indemnified Party for any legal and other expenses as such expenses are reasonably incurred by such Indemnified Party in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, judgments, liability, expense or action described in this Section 9.1. In addition to their other obligations under this Section 9, the Offerors hereby agree that, as an interim measure during the pendency of any claim, action, investigation, inquiry or other proceeding arising out of, or based upon, or related to the matters described above in this Section 9.1, they shall reimburse each Indemnified Party on a quarterly basis for all reasonable legal or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or other proceeding, notwithstanding the absence of a judicial determination as to the propriety and enforceability of the possibility that such payments might later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment is so held to have been improper, each Indemnified Party shall promptly return such amounts to the Offerors together with interest, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing) announced from time to time by First Tennessee Bank National Association (the “Prime Rate”). Any such interim reimbursement payments which are not made to an Indemnified Party within 30 days of a request for reimbursement shall bear interest at the Prime Rate from the date of such request.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon. (ii) Subject to Section 2(b)(iii) below, if the Reviewing Party shall not have made a determination within forty-five (45) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (B) a prohibition of such indemnification under applicable law; provided, however, that such 45-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (iii) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Claim.

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • Buyer’s Indemnification Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

  • Waivers Indemnification 90 11.1 Demand; Protest; etc...........................................................................90 11.2 The Lender Group's Liability for Collateral....................................................90 11.3 Indemnification................................................................................90

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