Indemnification by Shareholder Clause Samples
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Indemnification by Shareholder. Shareholder shall, to the extent permitted by applicable Law, indemnify and hold harmless INC, its subsidiaries, each of their respective directors, trustees, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls INC within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “INC Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any INC Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities owned by Shareholder was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to INC by Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by Shareholder under this Section 4.2 exceed the net proceeds received by Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 4.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any INC Indemnified Person. For the avoidance of doubt, Shareholder is not an “INC Indemnified Party.”
Indemnification by Shareholder. Shareholder hereby indemnifies and holds harmless the Corporation, the Corporation's Designated Engineer and employees, the Managing Agent, and other shareholders and residents of the Building against any damages suffered to persons or property as a result of the Work. Shareholder shall reimburse the Corporation, the Corporation's Designated Engineer, Managing Agent, and other shareholders and residents of the Building for any losses, costs, fines, fees and expenses (including, without limitation, reasonable attorney's fees and disbursements) incurred as a result of the Work and/or the Shareholder's or any contractor's or consultant's failure to conform with this Agreement or any law or ordinance and which may be incurred by the Corporation in the defense of any suit, action, claim or violation in connection with the Work or the abatement thereof.
Indemnification by Shareholder. Shareholder hereby agrees to defend, indemnify and hold harmless Purchaser, the Business, and the respective successors, assigns and affiliates of the foregoing entities (collectively, the “Purchaser Indemnitees”) from and against any and all losses, diminish in value, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorneys’ fees (both those incurred in connection with the defense or prosecution of an indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, “Purchaser Losses”), caused by, or resulting from or in any way arising out of:
(a) (i) breaches of representations or warranties hereunder on the part of Shareholder; and (ii) failure by Shareholder to perform or otherwise fulfill any undertaking or other agreement or obligation hereunder;
(b) claims occurring on or prior to the Effective Date as a result of, directly or indirectly, the sale of any product, performance, or services, by the Company on or before the Effective Date, or any other claim asserted against Purchaser or the Business arising from any action or inaction of Shareholder or the Business on or before the Effective Date.
(c) (i) any and all taxes imposed on Shareholder or any Affiliate of Shareholder (including, without limitation, the Business) for, or relating to, any taxable periods commencing before the Effective Date, including, but not limited to, (a) any liability of the Companies under any tax sharing agreement, whether or not written; and (b) any tax liability resulting from the termination, as of the Effective Date, of the Business as a Shareholder of any consolidated, affiliated, combined, unitary or other similar tax group and (ii) liabilities of the Business or Shareholder as a result of prior filings of tax returns of federal, state, local, or any other tax subdivision thereof, heretofore filed by the Business prior to the Effective Date; and
(d) any and all actions, suits, proceedings, claims or demands incident to any of the foregoing for such indemnification.
Indemnification by Shareholder. The Shareholder shall defend (with attorneys chosen by the Shareholder and reasonably acceptable to the Corporation), indemnify and hold harmless the Indemnified Persons from and against all Claims, Liabilities and Expenses arising out of or related to the Work or any act or omission of the Shareholder or any of its contractors, subcontractors, architects, engineers or consultants, except as limited herein. This agreement to indemnify specifically contemplates full and complete indemnity in the event liability is imposed against any one or more of the Indemnified Persons without any negligence on their part and based solely by reason of statute, operation of law or otherwise. In the event an Indemnified Person(s) is held to be liable in part, indemnification shall be limited to any liability imposed over and above that percentage of liability attributable to such Indemnified Person(s). Nothing in this paragraph, nor in this Agreement, shall exempt the Corporation from liability it may otherwise have for damages for injuries to person or property caused by or resulting from the negligence of the Corporation, its agents, servants or employees.
Indemnification by Shareholder. Shareholder hereby indemnifies and holds harmless the Corporation, the Corporation's Designated Supervisor and employees, the Managing Agent, and other shareholders and residents of the Building against any damages suffered to persons or property as a result of the Work. Shareholder shall reimburse the Corporation, the Corporation's Designated Supervisor, Managing Agent, and other shareholders of the Corporation and residents of the Building for any losses, costs, fines, criminal liability, fees and expenses (including, without limitation, reasonable attorney's fees and disbursements) incurred as a result of the Work and/or the Shareholder's or any contractor's or consultant's failure to conform with this Agreement or any law or ordinance and which may be incurred by the Corporation in the defense of any suit, action, claim or violation in connection with the Work or the abatement thereof, or in connection with the DOB filings related to the Work.
Indemnification by Shareholder. Subject to the terms and conditions of this Article and Section 9.6, Shareholder agrees to indemnify, defend and hold Parent, Merger Sub and Merger Sub II and their respective directors, officers, agents, attorneys and affiliates (collectively, "Parent Indemnitees") harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys' fees and expenses (collectively, "Damages"), asserted against or incurred by any Parent Indemnitee by reason of or resulting from: (i) a breach of any representation, warranty or covenant of the Company or Shareholder contained herein (excluding the representations set forth in the second sentence of Section 3.9 above) or in any agreement executed in connection with the transactions contemplated hereby; (ii) any amounts not collected in cash or as an offsetting credit to the Company and/or Surviving Corporation with respect to the Macmillan Holdback Receivables; (iii) any Damages in excess of $25,000 pertaining to the matter described in Item 2 of Schedule 3.1 of the Company Disclosure Statement; and (iv) the matter described in Item 2 of Schedule 3.16 of the Company Disclosure Statement; provided, however, that no claim shall be made for Damages under this Section 8.1 until, and such claims may be made only to the extent that, the dollar amount of all such claims for Damages shall exceed in the aggregate $100,000 (the "Threshold"); and provided further, however, that Shareholder's aggregate liability for Damages may not exceed fifty percent (50%) of the Merger Consideration. In addition, Shareholder
(i) any fees, commissions or expenses of any financial advisor, investment banker, business broker or similar person or entity engaged by the Company or Shareholder; and (ii) any Company Liability not set forth on Schedule 3.9(b) of the Company Disclosure Statement (collectively, "Undisclosed Company Liabilities"), but only to the extent that such Undisclosed Company Liabilities, individually or in the aggregate, exceed the amount of any cash in the Company as of the Closing Date and not transferred to Shareholder and/or accounts receivable as of the Closing Date which are not included in Schedule 7.7 of the Company Disclosure Statement (excluding the Macmillan Holdback Receivables) and are subsequently collected; it being agreed that such indemnification is not subject to the Threshold and will be payable by Shareholder first, and not first deducted from the earn-out ...
Indemnification by Shareholder. Subject to the limitations set forth in this Article VII, Shareholder, jointly and severally, shall indemnify and hold Buyer and its officers, directors, employees, agents and Affiliates (each, a “Buyer Indemnified Party” and together, the “Buyer Indemnified Parties”) harmless from and against, and shall reimburse Buyer Indemnified Parties for all losses, damages, deficiencies, liabilities, Taxes, assessments, fines, penalties, judgments, actions, claims, costs, disbursements, fees, expenses or settlements of any kind or nature, including legal, accounting and other professional fees and expenses, and diminution in value and/or lost profits or revenues (collectively, “Losses”) arising directly out of or relating to:
(a) any breach or inaccuracy of any representation or warranty made by or on behalf of the Company or Shareholder in any Transaction Document as of the date hereof or as of the Closing Date;
(b) any breach by the Company or Shareholder of any covenant or obligation in any Transaction Document; and
Indemnification by Shareholder. Shareholder hereby indemnifies and holds harmless the Corporation, the Corporation's Designated Engineer or Architect, employees, agents, including without limitation the Managing Agent, and other shareholders and residents of the Building against any damages suffered to persons or property, whether or not caused by negligence, as a result of the Work. Shareholder shall reimburse the Corporation, the Corporation's Designated Engineer or Architect, employees, agents, including without limitation the Managing Agent, and other shareholders and residents of the Building for any losses, costs, fines, fees and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred as a result of the Work and/or Shareholder's or any contractor's, subcontractor(s) or consultant's failure to conform with this Agreement or any law or ordinance and which may be incurred by the Corporation in the defense of any suit, action, claim or violation in connection with the Work or the abatement thereof.
Indemnification by Shareholder. Shareholder will indemnify SANMINA, each of its directors and officers and its legal counsel and independent accountants, each underwriter, if any, of SANMINA's securities covered by such a registration statement, each person who controls SANMINA or such underwriter within the meaning of Section 15 of the U.S. Securities Act, and each other Shareholder and each person controlling such other Shareholder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, final prospectus, or any amendment or supplement thereto, incident to registration pursuant to this Agreement 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 not misleading, and, subject to Section 7.3, will reimburse SANMINA, such other Shareholders, such directors, officers, legal counsel, independent accountants, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, final prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to SANMINA by Shareholder and stated to be specifically for use therein; provided, however, that the obligations of Shareholder hereunder shall be several and not joint and shall be limited to an amount equal to the respective net proceeds (after expenses and commissions) from the sale of Registrable Securities by Shareholder as contemplated herein.
Indemnification by Shareholder. Subject to the terms of this ------------------------------ Article 9, the Shareholder hereby covenants and agrees to indemnify, defend, save and hold harmless Merger Sub, InterCept and the Surviving Corporation and their respective officers, directors, employees, agents, affiliates or any of their respective successors, predecessors, assigns or personal representatives (collectively, the "InterCept Indemnified Parties"), from and against any demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the InterCept Indemnified Parties which arise out of or result from:
(i) any misrepresentation in or breach of any of the representations, warranties or covenants made by the Company or the Shareholder in this Agreement;
(ii) any misrepresentation in a document, certificate or affidavit delivered by or on behalf of the Company or the Shareholder in connection with this Agreement;
(iii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement;
(iv) any guaranty, Claim against or other material liability of the Company not otherwise disclosed hereunder or in any Schedule hereto, including but not limited to, any claims relating to any unpaid Taxes; or
(v) any claim alleging misconduct of, by or under the control of the Company or the Shareholder which is criminal or of a grossly negligent character that is attributable to events occurring prior to the execution of this Agreement.