Common use of Xxxxxxx Indemnification Clause in Contracts

Xxxxxxx Indemnification. (a) The Affiliates jointly and severally agree to indemnify and hold Optio and its officers, directors and affiliates, including Xxxxxxx after the Closing (the "XXXXXXX 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 Xxxxxxx Indemnified Parties, or any of them (including Xxxxxxx after the Closing), directly or indirectly, as a result of (i) any breach or inaccuracy of a representation or warranty of Xxxxxxx or the Affiliates contained in this Agreement, (ii) any failure by Xxxxxxx or the Affiliates to perform or comply with any covenant applicable to it contained in this Agreement, (iii) any adjustment to the Purchase Price pursuant to Section 4.1 hereof in connection with the Net Book Value determination or the Accounts Receivable Adjustment, or (iv) the incurrence by Xxxxxxx and/or the Affiliates of third party expenses, including without limitation legal and accounting fees incurred by Xxxxxxx and/or the Affiliates in connection with this Agreement and the Transaction. The aggregate indemnification obligation of the Affiliates shall be limited to the Purchase Price, plus any consideration received by the Shareholders pursuant to the terms of the Translink Agreement ("INDEMNIFICATION FUND"). In addition, no Affiliate will be obligated to pay to Optio more than the amount of the Indemnification Fund received by such Affiliate as set forth on Schedule 1.2(a) hereof (and, the purposes of these provisions, the PRO RATA portion of the Indemnification Fund for (i) X. Xxxxxxx shall include amounts paid to MA LP and (ii) X. Xxxxxxx shall include amounts paid to Xxxxxxx XX [for purposes of clarification, Optio may not collect the same amount twice for the same loss from the Shareholder and the Principal thereof]). The Affiliates shall not have any right of contribution from Xxxxxxx with respect to any Loss claimed by a Xxxxxxx Indemnified Party, including, but not limited to, a claim pursuant to Section 6.2(b) hereof.

Xxxxxxx Indemnification. (a) The Affiliates jointly and severally agree Company agrees to indemnify and hold Optio harmless the Agent, its Affiliates and its the directors, officers, directors partners, employees and affiliatesagents of the Agent and each person, including Xxxxxxx after if any, who controls the Closing (Agent within the "XXXXXXX INDEMNIFIED PARTIES")meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, harmless against all claims, losses, liabilities, damages, deficiencies, costs expenses and expenses, including reasonable attorneys' fees and expenses of investigation and defense relating to such claim, loss, liability, damage, deficiency, cost or expense damages (hereinafter individually a "LOSS" and collectively "LOSSES") incurred or suffered by the Xxxxxxx Indemnified Parties, or any of them (including Xxxxxxx after the Closing), directly or indirectly, as a result of (i) any breach or inaccuracy of a representation or warranty of Xxxxxxx or the Affiliates contained in this Agreement, (ii) any failure by Xxxxxxx or the Affiliates to perform or comply with any covenant applicable to it contained in this Agreement, (iii) any adjustment to the Purchase Price pursuant to Section 4.1 hereof in connection with the Net Book Value determination or the Accounts Receivable Adjustment, or (iv) the incurrence by Xxxxxxx and/or the Affiliates of third party expenses, including without limitation legal and accounting fees incurred by Xxxxxxx and/or the Affiliates in connection with this Agreement and the Transaction. The aggregate indemnification obligation of the Affiliates shall be limited to the Purchase Price, plus any consideration received by the Shareholders pursuant to the terms of the Translink Agreement ("INDEMNIFICATION FUND"). In addition, no Affiliate will be obligated to pay to Optio more than the amount of the Indemnification Fund received by such Affiliate as set forth on Schedule 1.2(a) hereof (and, the purposes of these provisions, the PRO RATA portion of the Indemnification Fund for (i) X. Xxxxxxx shall include amounts paid to MA LP and (ii) X. Xxxxxxx shall include amounts paid to Xxxxxxx XX [for purposes of clarification, Optio may not collect the same amount twice for the same loss from the Shareholder and the Principal thereof]). The Affiliates shall not have any right of contribution from Xxxxxxx with respect to any Loss claimed by a Xxxxxxx Indemnified Party, including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 10(c) of this Agreement) of, any action, suit, proceeding or any claim asserted between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party), as and when incurred, to which the Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a claim material fact contained in the Registration Statement or the Prospectus or any amendment to the Registration Statement or supplement to the Prospectus or in any free writing prospectus, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading, with respect to the Prospectus, in the light of the circumstances under which such statements were made; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with written information relating to the Agent and furnished to the Company by or on behalf of the Agent expressly for inclusion in any document as described in clause (x) of this Section 6.2(b) hereof10(a). For purposes of this Agreement, the only information so furnished shall be the Agent’s name (the “Agent Information”).

Xxxxxxx Indemnification. At Xxxxxx’x expense as provided herein, Xxxxxx agrees to defend, indemnify, and hold harmless Vendor and its directors, officers, agents, employees, members, subsidiaries and successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorneys’ fees, experts’ fees and court costs, arising out of any claim by a third party (a) The Affiliates jointly and severally agree related to indemnify and hold Optio and its officers, directors and affiliates, including Xxxxxxx after the Closing (the "XXXXXXX 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 Xxxxxxx Indemnified Parties, or any of them (including Xxxxxxx after the Closing), directly or indirectly, as a result of (i) any Xxxxxx’x breach or inaccuracy of a representation or warranty of Xxxxxxx or the Affiliates contained in this Agreement, Agreement and/or (ii) Xxxxxx’x violation of the law, including any failure by Xxxxxxx or the Affiliates law relating to perform or comply with any covenant applicable to it contained in this Agreement, Personal Data; (iii) any adjustment injury to any person or persons or damage to tangible or intangible property caused by use of the Vendor System, but only to the Purchase Price pursuant to Section 4.1 hereof in connection with extent that such injury or damage is [*]; and/or (b) based on Vendor’s authorized use of the Net Book Value determination Xxxxxx Content or the Accounts Receivable AdjustmentXxxxxx Property (collectively, or (iv) the incurrence by Xxxxxxx and/or the Affiliates of third party expenses“Xxxxxx Indemnified Claims”), including without limitation legal the payment of all amounts that a court or arbitrator awards or that Xxxxxx agrees to in settlement of any such Xxxxxx Indemnified Claims as well as any and accounting fees all reasonable expenses or charges as they are incurred by Xxxxxxx and/or Vendor or any other party indemnified under this Section 21 (Indemnification) in cooperating in the Affiliates in connection defense of any such Xxxxxx Indemnified Claims. Vendor shall: (A) give Xxxxxx prompt written notice of such Xxxxxx Indemnified Claim; and (B) once Xxxxxx has unconditionally accepted the tender of Vendor’s defense, allow Xxxxxx to control, and fully cooperate with this Agreement and the Transaction. The aggregate indemnification obligation of the Affiliates shall be limited to the Purchase Price, plus any consideration received by the Shareholders pursuant to the terms of the Translink Agreement Xxxxxx ("INDEMNIFICATION FUND"). In addition, no Affiliate will be obligated to pay to Optio more than the amount of the Indemnification Fund received by such Affiliate as set forth on Schedule 1.2(aat Xxxxxx’x sole expense) hereof (andin, the purposes of these provisions, the PRO RATA portion of the Indemnification Fund for (i) X. Xxxxxxx shall include amounts paid to MA LP defense and (ii) X. Xxxxxxx shall include amounts paid to Xxxxxxx XX [for purposes of clarification, Optio may not collect the same amount twice for the same loss from the Shareholder and the Principal thereof])all related negotiations. The Affiliates Xxxxxx shall not have enter into any right of contribution from Xxxxxxx stipulated judgment or settlement that purports to bind Vendor (other than with respect to any Loss claimed monetary damages which are to be paid by a Xxxxxxx Indemnified Party, including, but not limited to, a claim Xxxxxx pursuant to Section 6.2(bthis Section) hereofwithout Vendor’s express written authorization, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Xxxxxx shall have no indemnity obligation for Xxxxxx Indemnified Claims arising from use of the Xxxxxx Content or the Xxxxxx Property in excess of the rights granted hereunder.

Xxxxxxx Indemnification. (a) The Affiliates jointly and severally agree Company agrees to indemnify and hold Optio and harmless the Agent, its partners, members, directors, officers, directors employees and affiliatesagents and each person, including Xxxxxxx after if any, who controls the Closing Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the "XXXXXXX INDEMNIFIED PARTIES")each, harmless an “Indemnified Party”) as follows: (i) against any and 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, damageclaim, deficiencydamage and expense whatsoever, cost as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense (hereinafter individually a "LOSS" and collectively "LOSSES") incurred whatsoever, as incurred, joint or suffered by several, to the Xxxxxxx Indemnified Partiesextent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of them any claim whatsoever, in each case based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including Xxxxxxx after the Closingreasonable fees and disbursements of counsel), directly reasonably incurred in investigating, preparing or indirectlydefending against any litigation, as a result of or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) any breach or inaccuracy of a representation or warranty of Xxxxxxx or the Affiliates contained in this Agreement, (ii) above, provided, however, that this indemnity agreement shall not apply to any failure loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by Xxxxxxx the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Affiliates Prospectus (or any amendment or supplement thereto); provided, however, that the Company shall not be liable to perform or comply with any covenant applicable to it contained in this Agreement, (iii) any adjustment Indemnified Party to the Purchase Price pursuant to Section 4.1 hereof extent that any such indemnification claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with the Net Book Value determination any Issuer Free Writing Prospectus or the Accounts Receivable AdjustmentProspectus (or any amendment or supplement thereto) if (A) such Indemnified Party failed to send or deliver a copy of the Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) with or prior to the delivery of written confirmation of the sale by such Indemnified Party to the person asserting the claim from which such indemnification claim arises, or and (ivB) the incurrence by Xxxxxxx and/or Issuer Free Writing Prospectus or the Affiliates of third party expenses, including without limitation legal and accounting fees incurred by Xxxxxxx and/or the Affiliates in connection with this Agreement and the Transaction. The aggregate indemnification obligation of the Affiliates shall be limited to the Purchase Price, plus Prospectus (or any consideration received by the Shareholders pursuant to the terms of the Translink Agreement ("INDEMNIFICATION FUND"). In addition, no Affiliate will be obligated to pay to Optio more than the amount of the Indemnification Fund received by amendment or supplement thereto) would have corrected such Affiliate as set forth on Schedule 1.2(a) hereof (and, the purposes of these provisions, the PRO RATA portion of the Indemnification Fund for (i) X. Xxxxxxx shall include amounts paid to MA LP and (ii) X. Xxxxxxx shall include amounts paid to Xxxxxxx XX [for purposes of clarification, Optio may not collect the same amount twice for the same loss from the Shareholder and the Principal thereof]). The Affiliates shall not have any right of contribution from Xxxxxxx with respect to any Loss claimed by a Xxxxxxx Indemnified Party, including, but not limited to, a claim pursuant to Section 6.2(b) hereofuntrue statement or alleged untrue statement or such omission or alleged omission.