The Company’s Indemnification. The Company shall indemnify, defend, save, and hold the Selling Shareholder (and any person who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), with respect to which a registration or qualification has been effected pursuant to this Agreement, harmless from and against any and all liabilities, claims, damages, demands, expenses, and losses, including but not limited to interest, penalties, court costs, attorneys' fees, and settlements approved by the Company, which consent shall not be unreasonably withheld, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement or prospectus, or any amendment or supplement thereto, incident to any such registration or qualification, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act applicable to the Company in connection with any such registration or qualification, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable to any such person in any case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission (or alleged untrue statement or omission), made in reliance upon and in conformity with written information furnished to the Company by such Holder or controlling person and stated to be specifically for use therein or the preparation thereby.
The Company’s Indemnification. The Company shall indemnify, defend, save, and hold each Selling Holder harmless from and against any and all liabilities, claims, damages, demands, expenses, and losses, including but not limited to interest, penalties, court costs, reasonable attorneys' fees, and settlements approved by the Company, which approval shall not be unreasonably withheld, resulting from any untrue statement of a material fact contained in any registration statement or in any other document filed with the SEC pursuant to this Agreement, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been based upon (i) information furnished in writing to the Company by such Selling Holder, any agent for such Selling Holder, an underwriter, or another selling shareholder for inclusion in such registration statement or other document, or (ii) the circumstances set forth in Section 7.2(b) of this Agreement.
The Company’s Indemnification. The Company will indemnify and protect Plan Sponsor and hold Plan Sponsor harmless against any and all losses, liabilities, penalties, fines, costs, damages, and expenses, that Plan Sponsor incurs, including reasonable attorneys’ fees and costs, which arise out of:
The Company’s Indemnification the Company agrees to indemnify and hold harmless Nanotailor from and against, any claim, loss, damage, cost or expense whatsoever, including attorneys’ fees and expenses of litigation, which Nanotailor may incur or suffer by reason, either directly or indirectly of the following:
The Company’s Indemnification. The Company shall;
The Company’s Indemnification. China Luxuriance and the China Luxuriance Shareholder, jointly and severally, agree to indemnify and hold harmless the Company, and each of its current and former directors, officers, employees, Affiliates and agents from and against any loss, claim, liability, cost, expense or other damages (including reasonable legal fees and expenses) (a “Company Loss”) which is caused by or arises out of: (a) any breach or default in the performance by China Luxuriance or the China Luxuriance Shareholder of any covenant or agreement made by China Luxuriance or the China Luxuriance Shareholder in this Agreement; (b) any breach of any representation or warranty made by China Luxuriance or the China Luxuriance Shareholder in this Agreement; and (c) any and all Litigation incident to any of the foregoing.
The Company’s Indemnification. The Company agrees to indemnify and hold harmless Aero, the Palmers and Aztore from and against any claim, loss, damage, cost or expense whatsoever, including attorneys' fees and expenses of litigation, which any may incur or suffer by reason, either directly or indirectly, of any of the following:
The Company’s Indemnification. To the extent permitted by law, the Company, from and after Closing, shall defend, indemnify and hold Flextrend harmless from and against any and all damage, loss, cost, expense, obligation, claim or liability, including reasonable counsel fees and reasonable expenses of investigating, defending arid prosecuting litigation (collectively, the "Liability"), suffered by Flextrend as a result of (i) any cost, liability or obligation that was not assumed by Flextrend pursuant to Section 6 (other than Liability resulting from the inaccuracy of any representation or warranty or the breach of a covenant by Flextrend contained in this Agreement); (ii) the failure of the Company to comply with the bulk sales laws of Texas or any other jurisdiction in connection with the transactions provided for in this Agreement; (iii) any brokers' or finders' fees or commissions arising with respect to brokers or finders retained or engaged by the Company and resulting from or relating to the transactions contemplated in this Agreement; (iv) the inaccuracy of any representation or warranty of the Company set forth in this Agreement; and (v) the breach of, or failure to perform or satisfy, any of the covenants of the Company set forth in this Agreement.
The Company’s Indemnification. 6 Section 6.1. Indemnification..............................................6 ARTICLE VII.
The Company’s Indemnification. SMSBIZ, YAP and CHUA, jointly and severally, agree to indemnify and hold harmless the Company, and each of its current and former directors, officers, employees, Affiliates and agents (hereinafter known as “Cardtrend Party”) from and against any loss, claim, liability, cost, expense or other damages (including reasonable legal fees and expenses) (a “Company Loss”) which is caused by or arises out of: (a) any breach or default in the performance by SMSBIZ, YAP and CHUA of any covenant or agreement made by SMSBIZ, YAP and CHUA in this Agreement; (b) any breach of any representation or warranty made by SMSBIZ, YAP and/or CHUA in this Agreement; and (c) any and all Litigation incident to any of the foregoing.
