Indemnification by the Shareholder Sample Clauses
The "Indemnification by the Shareholder" clause requires the shareholder to compensate or protect the company and its representatives from losses, damages, or liabilities that arise due to the shareholder's actions or breaches of agreement. Typically, this means if the shareholder causes harm or incurs legal claims against the company—such as through misrepresentation or violation of warranties—they must cover the resulting costs, including legal fees. This clause serves to allocate risk by ensuring the company is not financially burdened by the shareholder's misconduct or errors, thereby promoting accountability and protecting the company's interests.
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Indemnification by the Shareholder. (1) Subject to Sections 6.01(1) and 7.01(2):
(a) The Shareholder shall indemnify, save and hold harmless, discharge and release the Purchaser from and against any and all Damages arising from or based on:
(i) any inaccuracy in any representation or warranty made by the Shareholder in Article 3 or Article 4 of this Agreement;
(ii) any breach of any covenant of the Shareholder set forth in this Agreement;
(iii) any liability arising from any Taxes it may be required to pay as a result of the failure of the Corporation to make the appropriate filings, registrations or payments in respect of Taxes (for greater certainty, including any Taxes relating or arising from the sale of the Shares, Software, and Intellectual Property to the Purchaser); or
(iv) any Claims made by or on behalf of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in respect of his rights and entitlements set out in the ▇▇▇▇▇▇ Employment Agreement, including without limitation any payment(s) which may become due pursuant to paragraph 7(a) thereof or any other form of severance payments.
(2) The following limitations will apply with regard to the Damages for which the Shareholder would otherwise have indemnification obligations under this Agreement:
(a) The indemnities of the Shareholder set forth in this Agreement shall not apply until the aggregate of all Damages suffered by the Purchaser, both hereunder and pursuant to the IP Purchase Agreement, total more than $20,000, in the aggregate, in which event the indemnities of the Shareholder under this Agreement shall apply to all Damages and not only those Damages which in the aggregate are in excess of $20,000. For greater certainty, the parties hereby agree that the $20,000 threshold does not apply to the calculation of the Tangible Net Assets.
(b) With respect to the indemnification by the Shareholder under this Section 7.01, including a Claim under the IP Purchase Agreement, the maximum aggregate liability of the Shareholder shall not exceed the aggregate amount of the Share Purchase Price and the Purchase Price under the IP Purchase Agreement.
(c) Any Claim made against the Shareholder hereunder or pursuant to the IP Purchase Agreement, to which the Purchaser hereunder or under the IP Purchase Agreement is entitled to indemnity from the Shareholder, shall first be satisfied from any amounts of Share Purchase Price which are at that time due and payableto the Shareholder pursuant to the terms of this Agreement.
(d) For the avoidance of doubt, the prosecution of a Claim ...
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. 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 Advanced 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. (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. In connection with any registration pursuant hereto in which Subject Shares are to be disposed of, the TCG Holders, jointly and severally, shall indemnify and hold harmless, to the fullest extent permitted by law, the Company, each other selling shareholder and their respective directors, officers, agents and employees and each Person who controls the Company and each other selling shareholder (within the meaning of the Securities Act and the Exchange Act) and each underwriter, if any, and its directors, officers, agents, and employees and each Person who controls such underwriter (within the meaning of the Securities Act and the Exchange Act), in each case against any losses, claims, damages, liabilities and expenses, including reasonable attorneys' fees, resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in such registration statement or prospectus or preliminary prospectus or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by the Shareholder or Ratel to the Company expressly for inclusion in such registration statement or prospectus. In no event shall the liability of the TCG Holders hereunder be greater in amount than the dollar amount of the proceeds received or to be received by the TCG Holders upon the sale of the securities giving rise to such indemnification obligation.
Indemnification by the Shareholder. Shareholder hereby indemnifies and holds harmless the Corporation, the Board of Directors, the Corporation’s Designated Engineer or Architect, employees, agents including without limitation the Managing Agent, and other shareholders and residents of the Buildings against any damages suffered to persons or property, whether or not caused by negligence, as a result of the Work. The Shareholder shall reimburse the Corporation all legal fees incurred by the Corporation in defense of any suit, action, claim or violation in connection with the Work and/or this Agreement and its enforcement.
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.