Indemnification by Shareholders Clause Samples
POPULAR SAMPLE Copied 7 times
Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, to the extent permitted by applicable Law, indemnify and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT 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 “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT 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 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 REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party.”
Indemnification by Shareholders. It shall be a condition precedent to the obligation of Company to include in any registration statement any Registrable Securities of Shareholders that Company shall have received from Shareholders an undertaking, reasonably satisfactory to Company and its counsel, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) Company, each director of Company, each officer of Company who shall sign the registration statement, and any person who controls Company within the meaning of the Securities Act, (i) with respect to any statement or omission from such registration statement, or any amendment or supplement to it, if such statement or omission was made in reliance upon and in conformity with information furnished to Company through a written instrument duly executed by Shareholders specifically for use in the preparation of such registration statement or amendment or supplement, and (ii) with respect to compliance by Shareholders with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement.
Indemnification by Shareholders. In connection with any offering in which any Shareholder is participating pursuant to this Agreement, each participating Shareholder agrees severally to indemnify and hold harmless the Company, any underwriter retained by the Company, each of their respective partners, directors, officers, Affiliates, stockholders, managers, members, employees, trustees, legal counsel and accountants, and each Person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from the Company to the Shareholders, but only to the extent that Liabilities arise out of or are based upon a statement or alleged statement or an omission or alleged omission that was made solely in reliance upon and in conformity with information with respect to such Shareholder furnished in writing to the Company by or on behalf of the Shareholder expressly for use in such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto, including, without limitation, the information furnished to the Company pursuant to Section 3(c). In no event shall the liability of a Shareholder hereunder be greater in amount than the net proceeds received by the Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation except in the case of fraud by the Shareholder.
Indemnification by Shareholders. Each Shareholder will indemnify and hold harmless, to the full extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities (or actions in respect thereto) and expenses to which any such Person may be subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in a Registration Statement or Prospectus or preliminary prospectus or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only if and to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made therein in reliance upon and in conformity with the information furnished in writing by such Shareholder specifically for inclusion therein. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the proceeds received by such Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons.
Indemnification by Shareholders. Each of the Shareholders, jointly and severally, covenants and agrees to defend, indemnify and hold harmless the Company, Merger Sub, and Acquiror, and their respective officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Acquiror Indemnitees") from and against, and to pay or reimburse Acquiror Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including, without limitation, any out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder, but not including any claims, damages, or losses relating to consequential damages or lost profits, except for third party claims for such damages payable by such Acquiror Indemnitees which shall be recoverable (collectively, "Losses"), resulting from or arising out of:
(a) any inaccuracy of any representation or warranty made by the Company in the Merger Agreement or in connection therewith (it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, to determine the losses arising from such inaccuracy or breach, such representation or warranty shall be read as if it were not qualified by materiality, including, without limitation, qualifications indicating accuracy in all material respects, or accuracy except to the extent the inaccuracy will not have a Material Adverse Effect);
(b) any inaccuracy or breach of any representation, warranty, or covenant made by any Shareholder pursuant to this Agreement or in connection therewith;
(c) any failure of the Company to perform any covenant or agreement set forth in the Merger Agreement or in connection therewith;
(d) all liabilities relating to a violation of any Applicable Law; and
(e) any claims by holders of Company Common Stock or Convertible Securities relating to the allocation of the Cash Payment, the Acquiror Common Stock Payment, the Exchange Ratio, the vesting or non-vesting of any such holder's Convertible Securities, or any other claim relating to or in connection with this Agreement or the Merger Agreement. Acquiror Indemnitees shall be entitled to indemnification pursuant to this Agreement only if the aggregate Losses incurred or sustained by all Acquiror In...
Indemnification by Shareholders. Subject to Section 5.04, each of the Shareholders, on its own behalf, and not on behalf of any other Shareholder, severally (and for greater certainty, not jointly with any other Shareholder) shall indemnify and save the Purchaser harmless for and from:
(a) any loss, damages or deficiencies suffered by the Purchaser as a result of any breach by such Shareholder of any representation, warranty or covenant on the part of such Shareholder contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; and
(b) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.
Indemnification by Shareholders. The Shareholders, jointly and severally, agree to defend, indemnify and hold harmless the Purchaser and the Company, and their respective successors and assigns, from, against and in respect of any and all loss or damage resulting from:
(i) the breach by the Shareholders of any of the warranties, rep resentations, covenants, agreements or undertakings contained herein, except that the breach of the covenant not to compete shall be the sole liability of the particular Shareholder responsible;
(ii) any Federal, state or local income tax liability (including any penalty and interest thereon) of the Company which the Shareholders are obligated to indemnify Purchaser and the Company pursuant to Section 3(g) hereof, or any liability relating to the 401(k) Plan which the Shareholders are obligated to indemnify the Purchaser and the Company pursuant to Section 3(n) hereof (but only after Purchaser has unsuccessfully pursued all potentially liable third parties for any such 401(k) Plan liability);
(iii) any pending, threatened or other litigation against the Company which relates to the time period prior to the Effective Date not disclosed to Purchaser herein or the Schedules attached hereto;
(iv) any liabilities of the Company which are not included in the Financial Statements; and
(v) any liability arising out of any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of the foregoing (collectively, the "Losses").
Indemnification by Shareholders. (a) Subject to Sections 9.5, 9.6, and 9.8, the Shareholders shall, severally, defend, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent and Subs with respect to, any and all Losses incurred by Parent or Subs by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders or the Companies of any representation or warranty of the Shareholders or the Companies contained in this Agreement or in any certificate delivered to Parent or Subs pursuant to the provisions of this Agreement, and (ii) the failure, partial or total, of the Companies or the Shareholders to perform any agreement or covenant required by this Agreement to be performed by them. There shall be no right of contribution from any Company or any successor to the Companies.
(b) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defend, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent with respect to, any and all Losses incurred by Parent or Subs by reason of or arising out of or in connection with the operations of JR Land Company and its predecessors prior to the formation of Rabanco Companies on November 25, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalip) and with respect to any and all Losses, including but not limited to environmental liabilities, incurred by Parent or Subs by reason of or arising out of or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past or present ownership or other interest in any companies unrelated to the Companies and the Subsidiaries.
Indemnification by Shareholders. The Shareholders agree to indemnify, jointly and severally, and hold harmless ▇▇▇▇▇▇▇, its stockholders, directors, officers and each Person, if any, who Controls ▇▇▇▇▇▇▇ within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from ▇▇▇▇▇▇▇ to the Shareholders in Section 10(a) of this Shareholder Agreement but only with reference to information relating to the Shareholders furnished in writing to ▇▇▇▇▇▇▇ by the Shareholders specifically for use in the Resale Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto); provided, however, that the Shareholders shall not be obligated to provide such indemnity to the extent that such Damages result from a failure of ▇▇▇▇▇▇▇ to promptly amend or take action to correct or supplement any such Resale Registration Statement or prospectus on the basis of corrected or supplemental information provided in writing by the Shareholders to ▇▇▇▇▇▇▇ expressly for such purpose. In no event shall the liability of the Shareholders hereunder be greater in amount than the amount of the proceeds received by the Shareholders upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Indemnification by Shareholders. 42 8.3 Indemnification by Purchaser............................................... 45 8.4