Indemnification by the Shareholder Sample Clauses

Indemnification by the Shareholder. Each Shareholder will, and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company within the meaning of the Securities Act and Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Shareholder for use in the preparation of such Registration Statement or amendment thereto or Prospectus or supplement thereto; provided, however, that the Shareholder shall not be liable to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, or controlling person and shall survive the transfer of such securities by the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Shareholder from the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Shareholder. The Shareholder hereby agrees to defend, indemnify and hold harmless the Corporation from and against any and all Losses which may be incurred by the Corporation as a result of any breach by the Shareholder or the Investment Manager of any agreement, covenant, representation or warranty set forth in this Agreement; provided, however, that the aggregate liability of the Shareholder to the Corporation for breach of any agreement, covenant, representation or warranty under this Agreement shall not exceed an amount equal to the Purchase Price; provided further, however, that the limitation in the foregoing proviso shall not apply in the case of illegal acts, willful misconduct or fraud by the Shareholder or the Investment Manager.

Indemnification by the Shareholder. The Shareholders agree to indemnify and hold harmless Parent, the Surviving Corporation and their respective successors and assigns (the "PARENT INDEMNITEES") from and against any and all Losses and Expenses incurred by such Parent Indemnitees in connection with or arising from: (a) Any breach by the Company of any of its covenants in this Agreement or in any Company Ancillary Document, or any failure of the Company to perform any of its obligations in this Agreement or in any Company Ancillary Document; PROVIDED, HOWEVER, with respect to the Company, this indemnification is limited to breaches of agreements and covenants to be performed by the Company on or prior to the Closing Date; (b) Any breach of any warranty or the inaccuracy of any representation regarding the Company contained in ARTICLE IV or referred to in the Agreement or any certificate delivered by or on behalf of the Company pursuant hereto, except for the representations and warranties contained in Section 4.20; and (c) the exercise of dissenters' rights by any shareholder of the Company; PROVIDED, HOWEVER, that the Shareholders shall be required to indemnify and hold harmless under clauses (a) and (b) of this Section with respect to Losses and Expenses incurred by the Parent Indemnitees, only if the aggregate amount of such Losses and Expenses exceeds $25,000 (the "THRESHOLD AMOUNT"), in which case the Shareholders shall be obligated to indemnify Parent Indemnitees for the entire amount of the Losses and Expenses from the first dollar; PROVIDED, FURTHER, that the aggregate maximum amount required to be paid by the Shareholders pursuant to this SECTION 9.1 hereunder shall not exceed the value of the shares of Preferred Stock and the shares of Common Stock in payment of the Awards, determined in accordance with SECTION 9.4(c) (the "INDEMNIFICATION LIMIT"). The indemnification provided for in this SECTION 9.1 shall terminate fifteen (15) months after the Closing Date (and no claims shall be made by the Parent Indemnitees under this SECTION 9.1(b) thereafter), except that the indemnification by Shareholders shall continue as to: (a) The representations and warranties set forth in SECTIONS 4.11 (title to assets), as to all of which no time limitation shall apply; (b) The representations and warranties set forth in SECTIONS 4.15 (ERISA), and 4.14 (Taxes), which shall survive for the applicable statute of limitations period under which a claim can be brought against Parent or the Company; and (c)...

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article 10, the Shareholder and Parent shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including after the Closing, the Group Companies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses that is or may be incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to, relating to or by reason of: (a) A material inaccuracy in or material breach of any representation or warranty of the Shareholder or the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Shareholder or the Company pursuant to Section 2.2(a), 2.2(b), 2.3(b), 2.3(c) or 2.3(f), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) a breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Shareholder or any Group Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 8, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article 8); (c) a claim or right asserted or held by any person who is or at any time was an officer, director, employee or agent of any Group Company (against any Group Company, Buyer, or any Affiliate of a Group Company or Buyer) involving a right or entitlement or an alleged right or entitlement to indemnification, reimbursement of expenses or any other relief or remedy (under the Governing Documents, under any indemnification agreement or similar Contract, under any applicable Laws or otherwise) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed at or prior to the Closing; (d) the Pre-Closing Reorganization; or (e) any Excluded Entity.

Indemnification by the Shareholder. From and after the Closing Date, the Shareholder shall indemnify and hold harmless Acquiror and Sub and their respective officers, directors and shareholders (each an "Indemnified Party"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") suffered by such Indemnified Party resulting from or arising out of (i) any inaccuracy in or breach of any of the representations or warranties made by MailKey or the Shareholder at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or nonfulfillment of any covenants or agreements made by MailKey or the Shareholder, and (iii) any misrepresentation made by MailKey or the Shareholder, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by MailKey or the Shareholder pursuant hereto or in connection with the Merger.

Indemnification by the Shareholder. The Shareholder will, with respect to any Registration Statement where Restricted Shares were registered under the Securities Act, indemnify and hold harmless the Company, each of the Company’s directors and officers, and each other person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Company Indemnified Party”), against any expenses, losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such expenses, losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Restricted Shares was registered under the Securities Act, any preliminary Prospectus, final Prospectus or summary Prospectus contained in such Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Shareholder expressly for use therein. The Shareholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by the Shareholder.

Indemnification by the Shareholder. In addition to and not in limitation of the Shareholder's indemnification obligations set forth elsewhere in this Agreement, Shareholder shall, defend, indemnify, and hold harmless the Company and its affiliates and its respective officers, directors, shareholders, agents and employees (individually, a "Company Indemnitee" and collectively the "Company Indemnitees"), from and against any and all claims, losses, deficiencies, liabilities, obligations, damages, penalties, punitive damages, costs, and expenses (including, without limitation, reasonable legal, accounting and consulting fees), whether or not resulting from third party claims (collectively, "Losses"), suffered by a Company Indemnitee, which arise out of or result from: (a) any inaccuracy or misrepresentation in or breach of any of the representations, warranties, covenants or agreements made by the Shareholder in this Agreement or in any document, certificate or affidavit delivered by the Shareholder pursuant to the provisions of this Agreement; (b) any obligation, liability, debt or commitment of Hydro Dynamic Technology, Inc. which is not disclosed herein, whether or not paid by the Company; and (c) any other matter related to the use or ownership of the Assets prior to the Closing (including, but not limited to, all acts, omissions and conditions existing or occurring prior to the Closing for which any of the Company Indemnitees is alleged to be liable pursuant to any successor or similar theory of liability).

Indemnification by the Shareholder. The Shareholder hereby agrees to indemnify, defend and hold harmless the Company and its respective officers, directors, employees and agents (collectively, the "Indemnitee") from and against and in respect of any and all Losses (as defined below) to the extent resulting from, arising out of, relating to, imposed upon or incurred by the Indemnitee by reason of: (i) the conduct of business by the Corporation prior to the Closing Date (but only to the extent that any such Loss was not a stated liability on the Corporation's most recently dated balance sheet delivered to the Company); or (ii) any inaccuracy in or breach of any of the Corporation's or the Shareholder's representations, warranties, covenants or agreements contained in this Agreement, the Related Agreements or in any other agreement or document entered into or delivered on or after the date hereof in connection with this Agreement or any of the transactions contemplated hereby and/or thereby, provided, however, that the indemnification by the Corporation and the Shareholder under this Section 9.1 shall include direct damages only (and not indirect or consequential damages). For purposes of this Agreement, the term "Losses" means any and all deficiencies, judgments, settlements, demands, claims, actions or causes of action, assessments, liabilities, losses, damages (whether direct, indirect or consequential), interest, fines, penalties, costs and expenses (including, without limitation, reasonable legal, accounting and other costs and expenses incurred in connection with investigating, defending, settling or satisfying any and all demands, claims actions, causes of action, suits, proceedings, assessments, judgments or appeals, and in seeking indemnification therefor); and the term "Losses" shall not include liabilities incurred in the ordinary course of business consistent with the Corporation's past practices to the extent not reflected on the Corporation's most recently dated balance sheet, which shall be dated not earlier than the last month end prior to the Closing Date. The Shareholder's obligation under this Section 9.1(a) to the Indemnitee shall not become effective until the Losses to the Indemnitee exceed Ten Thousand Dollars, and the total cost to the Shareholder of his obligation to the Indemnitee under this Section 9.1(a) shall not exceed One Million Three Hundred Thirty Thousand Dollars ($1,330,000).

Indemnification by the Shareholder. (A) From and after the Effective Time (but subject to SECTIONS 9.1(A) and 9.4), the Shareholder, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in SECTION 2 or in the Shareholder's Closing Certificate; (ii) any breach of any covenant or obligation of the Company or the Shareholder (including the covenants set forth in SECTIONS 4 and 5); or (iii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" or "

Indemnification by the Shareholder. The Shareholder agrees to indemnify and hold harmless Active Link and its officers, directors, agents and representatives against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees and other expenses of investigation and defense of any claims or actions), directly or indirectly resulting from, relating to or arising out of: (i) any breach of any covenant, agreement, warranty or representation of the Shareholder or MC contained in this Agreement, (ii) any misstatement of a material fact contained in this Agreement or in any of the documents executed in connection with the transactions contemplated by this Agreement, but only if the misstatement relates to information concerning the Shareholder or MC, or (iii) the omission to state any fact necessary to make the statements contained in this Agreement or in any of the documents executed in connection with the transactions contemplated by this Agreement not misleading, but only if the omission relates to information concerning the Shareholder or MC.