GENERAL INDEMNIFICATION BY THE STOCKHOLDERS Sample Clauses
The "General Indemnification by the Stockholders" clause requires the stockholders to compensate or protect the company or other parties from losses, damages, or liabilities that may arise from certain actions or breaches related to the agreement. Typically, this clause applies if the stockholders have made misrepresentations, breached warranties, or failed to fulfill obligations, and it may cover costs such as legal fees or settlements. Its core function is to allocate risk by ensuring that the company or other protected parties are not financially harmed by the stockholders' actions or omissions.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification ...
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders jointly and severally covenant and agree to indemnify, defend, protect and hold harmless Buyer and its respective officers, directors, employees, stockholders, assigns, successors and affiliates, including without limitation, the Company (individually, an "FTI Indemnified Party" and collectively, the "FTI Indemnified Parties") from, against and in respect of:
(a) all liabilities, losses, claims (including, without limitation, third party claims), damages, punitive or exemplary damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, sustained, incurred or paid by any FTI Indemnified Party in connection with, resulting from or arising out of, directly or indirectly:
(i) subject to subsection 8.1(b), any breach or inaccuracy of any representation or warranty of the Stockholders set forth in this Agreement or any schedule or certificate, delivered by or on behalf of any of the Stockholders or the Company in connection herewith;
(ii) any nonfulfillment of any covenant or agreement on the part of the Stockholders;
(iii) the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents prior to the Closing Date, except for such matters as are (A) otherwise disclosed in the Audited Financial Statements, this Agreement or the schedules to this Agreement; or (B) not disclosed in this Agreement or the schedules to this Agreement if such non-disclosure relates to a matter that is the subject of a representation or warranty in this Agreement and the non-disclosure is solely due to the matter being below the materiality threshold established in such specific representation or warranty;
(iv) those matters set forth on Schedule 3.26(b) and Schedule 8.1(a) or incorporated by reference therein; or
(v) unless there is no valid underlying claim to indemnification, any and all Damages incident to the enforcement of this Section 8.1.
(b) Notwithstanding anything to the contrary in Section 8.1(a), the Stockholders shall have no liability for indemnification under ...
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders covenant and agree that they will indemnify, defend, protect, and hold harmless the Surviving Corporation, LandCare and its subsidiaries and all of their officers, directors, employees, stockholders, agents, representatives and affiliates at all times from and after the date of this Agreement until the Expiration Date from and against all claims, damages actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively "Damages") incurred by such indemnified person as a result of or incident to (i) any breach of any representation or warranty of the Stockholders set forth herein, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS each covenant and agree that they will indemnify, defend, protect and hold harmless MARINEMAX, NEWCO, COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, for, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred on or prior to the Expiration Date (or thereafter if a claim has been made therefor prior to such date) by MARINEMAX, NEWCO, COMPANY or the Surviving Corporation as a result of or arising from (a) any breach of the representations and warranties of the STOCKHOLDERS or COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith; (b) any breach of any agreement on the part of the STOCKHOLDERS or COMPANY under this Agreement; and (c) any environmental matters set forth in Section 11.5 hereof. For purposes of this Section 11, the term COMPANY shall refer to COMPANY and all other Acquired Parties, if any.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Stockholders covenant and agree that they, severally and not jointly in the case of representations, warranties, covenants and agreements set forth in Section 7, and jointly and severally in all other cases, will indemnify, defend, protect and hold harmless Parent, Newco, Company and the Surviving Corporation at all times, from and after the Closing Date until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by Parent, Newco, Company or the Surviving Corporation as a result of or arising from any breach of any representation, warranty, covenant or agreement on the part of Stockholders or Company under this Agreement.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Each Stockholder, jointly and severally, covenants and agrees to indemnify, defend, protect and hold harmless USFloral, Newco and the Surviving Corporation and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, an "Indemnified Party" and collectively, "Indemnified Parties") from, against and in respect of:
(a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, sustained, incurred or paid by the Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly:
(i) any breach of any representation or warranty of the Stockholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the Company in connection herewith; or
(ii) any nonfulfillment of any covenant or agreement by the Stockholders or, prior to the Effective Time, the Company, under this Agreement; or
(iii) the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or
(iv) the matters disclosed on Schedules 5.23 (conformity with law; litigation), 5.24 (taxes), and 5.27 (environmental matters); and
(b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The STOCKHOLDERS ------------------------------------------- covenant and agree that they, jointly and severally (except with respect to Sections 5.28 through 5.30, which shall be several), will indemnify, defend, protect and hold harmless HDS and the COMPANY, at all times from and after the date of this Agreement until the Expiration Date as defined in Section 5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by HDS and the COMPANY as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the schedules or certificates delivered in connection herewith (other than the representations and warranties provided in Section 5.22, for which Section 11.6 provides special indemnity provisions); (ii) any nonfulfillment of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement; (iii) any liability not disclosed to HDS whether known, unknown, contingent or otherwise at the time of Closing, arising out of any acts, events, omissions or transactions occurring prior to the date of Closing; and (iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, (x) arising out of or based upon any untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS that is provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS and contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (y) arising out of or based upon any omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS that is required to be stated therein or necessary to make the statements therein not misleading, and not provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS; provided, however, that such indemnity shall not -------- ------- inure to the benefit of HDS, the -41- COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to HDS counsel and to HDS for inclusion...
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. The Stockholders (specifically excluding the ESOP and its participants and their beneficiaries, in their capacities as such) covenant and agree that they will jointly and severally indemnify, defend, protect, and hold harmless the Company and Metals at all times from and after the date of this Agreement until the Expiration Date from and against all claims, damages actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) (collectively "Damages") incurred by such indemnified person as a result of or incident to (i) any breach of any representation or warranty of any Stockholder set forth herein or in the certificates or other documents delivered in accordance herewith, and (ii) any breach or nonfulfillment of any covenant or agreement by the Company or the Stockholders under this Agreement; provided, however, that the payment of the amount of any Damages shall be reduced by any tax benefit accruing to the Indemnified Party (as defined below) and any insurance proceeds paid to the Indemnified Party as a result of the event giving rise to such Damages, even though such benefit may arise after the Expiration Date.
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. (a) Each Stockholder covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless AmPaM at all times, from and after the date of this Agreement until the applicable Expiration Date (as defined in the introductory paragraph to Section 5(A)), provided that for purposes of clause (iii) below, the applicable Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by AmPaM as a result of or arising from (i) any breach of the representations and warranties of the Company set forth herein or on the schedules attached hereto or certificates delivered pursuant to this Agreement, (ii) any breach of any covenant or agreement on the part of the Company under this Agreement, or (iii) any liability under the 1933 Act or any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company which was based upon information provided to AmPaM or its counsel in writing by the Company specifically for inclusion in the Private Placement Memorandum and is contained in the Private Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company required to be stated therein or necessary to make the statements therein not misleading; provided, however, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 in excess of such Stockholder's pro rata share thereof determined by reference to the aggregate value of the Base Cash Amount (as defined in Annex I of this Agreement), the principal amount of AmPaM Notes and the shares of AmPaM Stock (valued at a price of $13.00 per share) received by such Stockholder pursuant to Section I.A. of Annex I hereto (without giving effect to the adjustments provided in Sections I.B. and I.C. thereof) (giving effect to the value of such AmPaM Stock and without giving effect to such adjustments, collectively, the "Aggregate Consideration") such Stockholder would receive pursuant to Section I of Annex I of this Agreement if the transactions contempla...
GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to the limitations set forth in Sections 9.3 and 9.5, each Stockholder jointly and severally covenants and agrees to indemnify, defend, protect and hold harmless the Purchaser and its respective officers, directors, employees, stockholders, assigns, successors and Affiliates, including after the Closing, the Company (each, a "Purchaser Indemnified Party" and collectively, the "Purchaser Indemnified Parties") from, against and in respect of:
(a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, sustained, incurred or paid by the Purchaser Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly:
(i) any inaccuracy in or breach of any representation or warranty of the Company or any Stockholder set forth in this Agreement or any schedule or certificate, delivered by or on behalf of the Company or any Stockholder in connection herewith; or
(ii) any nonfulfillment of any covenant or agreement on the part of the Stockholders or, prior to Closing, the Company, in this Agreement; or
(iii) the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents prior to the Closing Date, except as otherwise disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or
(iv) any liability of the Company for Taxes for any Taxable Period or portion thereof ending on or before the Closing Date;
(v) any liability arising under any environmental law relating to the operations of the Company or any of its predecessors and arising out of any conditions existing on or before the Closing Date; or
(vi) any litigation or other claims of any kind brought against the Company or Purchaser arising out of acts or omissions of the Company or the Stockholders prior to Closing.
(b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 9.1.
(c) Notwithstanding the foregoing, with respect to Damages arising out of (i)...