Indemnification by the Shareholders Clause Samples
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Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the ▇▇▇▇ ▇▇▇) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on th...
Indemnification by the Shareholders. The Shareholders severally (and not jointly) shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:
(a) any Breach by the Shareholders of any representation or warranty of the Shareholders contained in this Agreement or any other Transactional Agreement;
(b) any Breach of any covenant of the Shareholders contained in this Agreement or any other Transactional Agreement; and
(c) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clauses "(a)" or "(b)" above (including any Proceeding commenced by any Purchaser Indemnitee for the purpose of enforcing any of its rights under this Section 6). The Purchaser Indemnitees shall not be entitled to indemnification pursuant to the provisions of this Section 6.2 until the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties pursuant to this Section 6.2 (and excluding any Damages arising pursuant to Section 6.3 below)) exceeds $100,000 (the "Basket Amount") (it being understood and agreed that the Basket Amount is intended as a deductible, and the Shareholders will not be liable for the first $100,000 of Damages for which the Purchaser Indemnitees are entitled to indemnification). Notwithstanding the foregoing, no Basket Amount shall apply to (a) claims based on fraud or any claim in the nature of fraud or (b) claims arising pursuant to Section 6.3 below. Subject to Sections 6.3 and 7.14 below, all of the indemnification obligations of either of the Shareholders shall be satisfied exclusively by deduction from the Escrow Shares; provided, that, each Shareholder may elect, at its sole option, to satisfy such indemnification obligation in cash (the "Shareholder Cap"). Notwithstanding the foregoing, any Breach of any covenant (or any Proceeding relating directly or indirectly to any such failure or Breach) of the Shareholders contained in Sections 1.1, 1.2(b), 1.2(c...
Indemnification by the Shareholders. Subject to the limitations ----------------------------------- set forth in this Article VIII, each of the Principal Shareholders, jointly and severally, hereby indemnify and hold harmless DoveBid and its subsidiaries, affiliates, officers, directors, agents, representatives and employees, and each person, if any, who controls or may control DoveBid within the meaning of the Securities Act (individually, a "DoveBid Indemnitee" and collectively, "DoveBid Indemnitees") from and against any and all claims, demands, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees and expenses (reduced by any reduction in tax payable by such party as a result thereof, such tax benefit being determined after taking into account the effect of recovery under this Article VIII and calculated at such party's incremental effective rate of tax) ("Damages"):
(i) arising out of any misrepresentation, or breach of, or default in connection with, any of the representations or warranties, covenants and agreements given or made by the Company or any Shareholder in this Agreement or any certificate, document or instrument delivered by or on behalf of the Company or the Shareholders pursuant to this Agreement;
(ii) resulting from any failure of any Shareholder to have good, valid and marketable title to the issued and outstanding shares held by such Shareholder, free and clear of Liens, or any claim by a current or former shareholder, or any other person, firm, corporation or entity, seeking to assert or based upon ownership or rights to ownership of equity interest of the Company (or the Purchase Price), any rights of a shareholder of the Company, including any options, or preemptive rights or rights to notice or to vote, any rights under the Company' Articles of Incorporation, bylaws or other charter documents, any right under any agreement among the Company and the Shareholders or any claim that his or her equity interests or other securities were wrongfully repurchased by the Company;
(iii) in connection with a liability of the Company arising out of any acts, events, omissions or transactions occurring prior to the Closing Date, which liabilities were not disclosed to DoveBid in this Agreement, the Financial Statements, the Company Disclosure Letter or the Closing Balance Sheet and which the Shareholders had Knowledge of at the time of the Closing; or
(iv) resulting from any claim by any investment banker, ...
Indemnification by the Shareholders. Each of the Shareholders, -------------------------------------- severally and not jointly, agrees to indemnify, defend and hold each of the Acquisition Companies and their respective Representatives, shareholders and Affiliates (collectively, the "Acquisition Indemnified Parties") harmless from and against any and all claims, liabilities, losses and expenses, including reasonable attorney's fees (collectively, "Losses and Expenses"), actually incurred by any of the Acquisition Indemnified Parties in connection with or arising from:
(a) any breach by the Company of any of the Company's covenants or agreements in this Agreement or in any certificate delivered by the Company pursuant hereto or in any other document to which the Company is a party that is furnished in connection with this Agreement;
(b) any breach of any warranty or the inaccuracy of any representation of the Company contained in this Agreement or any certificate delivered by the Company pursuant hereto; or
(c) except with respect to any claim or Action disclosed in the Financial Statements or disclosed on any Schedule hereto, any claim or Action with respect to the Company arising from facts occurring prior to the Effective Time, including, without limitation, the design, manufacture, sale and distribution of product; provided, however, that the Shareholders shall be required to indemnify and hold the Acquisition Indemnified Parties harmless under Sections 11.1(a)-(c) with respect to any Losses and Expenses incurred by them only to the extent that the aggregate amount of such Losses and Expenses for which they are entitled to indemnification exceeds $250,000 (the "Basket"), and then the Shareholders shall only be liable for all Losses and Expenses in excess of the Basket. Notwithstanding the foregoing, the maximum liability of the Shareholders shall not exceed, in the aggregate, $15 million plus interest actually earned on the Escrow Fund while held by the Escrow Agent (the "Cap"). The Escrow Fund shall be the sole and exclusive remedy for the indemnity obligations of the Shareholders. Any of the Acquisition Indemnified Parties may seek indemnification hereunder against the Escrow Fund by delivering notice of such claim to the Escrow Agent pursuant to the Escrow Agreement. Any indemnity payment under this Agreement shall be treated as a purchase price adjustment for federal, state and local Tax purposes.
Indemnification by the Shareholders. Subject to Section 9.6 below, the Principal Shareholders, severally but not jointly, shall indemnify, defend, save and hold ADLT and Acquisition and their respective officers, directors, employees, Affiliates and agents (including, after Closing, DSI) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, "ADLT Damages") asserted against, imposed upon, resulting to or incurred by any of the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the representations and warranties made by the Principal Shareholders or DSI in Article 2 of this Agreement, except as set forth above in Section 9.1, (ii) a breach of any of the representations and warranties of the Principal Shareholders in Article 3 except that, with respect to Article 3, each Principal Shareholder will be severally responsible only for his own representations and warranties or (iii) a breach of any of the covenants or agreements made by the Principal Shareholders, or a breach of any of the covenants or agreements of DSI, to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which any Principal Shareholder or DSI is a party; PROVIDED, HOWEVER, that (a) none of the ADLT Indemnitees shall have any claim for indemnification pursuant to subsection (i) of this Section (except representations and warranties contained in Section 2.10, 2.18, 2.23, 2.25, and relating to title) and related expenses unless and until the aggregate amount of all such claims exceeds $500,000, from and after which time the Principal Shareholders shall be responsible for claims only to the extent of such excess and (b) in no event shall the Principal Shareholders' liability for ADLT Damages exceed, in the aggregate, $2,000,000. Any claim for such liability of any Principal Shareholder may be satisfied by the delivery to ADLT of that number of ADLT Shares determined by dividing the amount of the liability by the greater of (A) $24 or (B) the closing price of the ADLT Shares on NASDAQ on the last trading date prior to such delivery. The Liability of each Principal Shareholder with respect to any claim for indemnity shall be...
Indemnification by the Shareholders. Subject to the terms and conditions and limitations set forth in this Agreement, each of the Buyers and their respective Subsidiaries and Affiliates (other than in each case the Europe/USA Region Companies, the Asia Region Companies, the Australasia Region Companies and their respec- tive Subsidiaries, but subject to the last paragraph of this Section 1.1(a)) together with their respective directors, officers, employees and agents (collectively, the "Indemnified Persons") shall be defended, indemnified and held harmless from and against any and all Losses and Expenses arising out of or relating to:
(i) (x) any breach by any Article III Entity of any representation or warranty of such Article III Entity contained in Article III of any Purchase Agreement or in any certificate delivered on behalf of any Article III Entity, to the Buyers or any of them pursuant thereto, (y) except as disclosed in Section 3.23 of the Company Disclosure Schedule to each of the Purchase Agreements, all Taxes of any JLW Partnership, Europe/USA Region Company (or Subsidiary thereof), Asia Region Company (or Subsidiary thereof) or Australasia Region Company (or Subsidiary thereof) (whether or not shown as due on any Tax Return) attributable to any taxable year or period ending on or before the Closing Date, including any Pre-Closing Period (as defined in Section 2.3), except for Taxes which are reserved for and shown on any Final Closing Date Balance Sheet and (z) any claim for indemnification made pursuant to the agreements referenced in Section 6.11 of each Purchase Agreement, but only to the extent that the claim that gave rise to such indemnification claim arose out of or was related to the allocation of Consideration among the Shareholders (with a claim for indemnification based on (A) a breach referred to in clause (x) or, (B) clause (z) above or (C) in respect of any such Taxes referred to in clause (y) above being sometimes referred to herein as an "Entity Misrepresentation Claim");
(ii) any intentional and wilful breach by any Management Shareholder of any representation or warranty of such Management Shareholder contained in Article III of any Purchase Agreement or in any certificate delivered by such Management Shareholder pursuant to Section 8.4 of such Purchase Agreement (with a claim for indemnification based on such a breach being sometimes referred to herein as a "Management Misrepresentation Claim");
(iii) any breach by any Shareholder or Related JLW Owner of any re...
Indemnification by the Shareholders. Subject to the limitations of Section 6.6, the Shareholders hereby agree to indemnify and hold harmless the Surviving Corporation and Parent in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which the Surviving Corporation or Parent (but without duplication) incurs as a result of the breach of: (A) any of the representations or warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Final Closing; or (C) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Preliminary Closing and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations of the Shareholders under this Section 6.2 shall survive the Preliminary Closing and the Final Closing and will terminate at the time specified in Section 6.6.
Indemnification by the Shareholders. (a) If the Closing has occurred, subject to the terms and conditions of this Article VI, the Shareholders shall indemnify the Surviving Corporation and Parent, and their respective officers, directors, agents and representatives (the "Indemnitees"), from and in respect of, and hold the Indemnitees harmless against, any and all damages, fines, penalties, losses, liabilities, excise and other taxes, judgments and deficiencies (including without limitation amounts paid in settlement and interest but excluding legal and accounting fees), offset or reduced by the amount of any insurance proceeds received by Parent or the Surviving Corporation in respect of any of the foregoing, incurred or suffered by any of the Indemnitees ("Damages") resulting from, relating to or in connection with
(i) any misrepresentation or breach of warranty of the Company or the Shareholders contained in this Agreement (disregarding, for purposes of determining the existence of a misrepresentation or breach of warranty under this Section 6.1(a), any requirement in a representation or warranty that an event or fact be material, meet a certain minimum dollar threshold or have a Material Adverse Effect, in order for such event or fact to constitute a misrepresentation or breach of warranty, other than for the representations and warranties in Section 2.1, 2.5, 2.6, 2.7 and 2.8, for which the dollar limits and materiality qualifications will apply),
(ii) any failure of the Company or Shareholders to perform any covenant or agreement contained in this Agreement and required to be performed prior to Closing,
(iii) the ESOP, and
(iv) any claims by the employees who enter Employment Termination Agreements relating to either the Pre-Merger Employment Agreements or the Employment Termination Agreements, other than a failure of the Company to make payments on the notes issued pursuant to the Employment Termination Agreements, provided that the Shareholders' indemnification obligation shall include any claims by such employees relating to the Company's audited financial statements for the year ended January 31, 1997 or the determination of the Final Purchase Price.
(b) To secure the indemnification obligations of the Shareholders to the Indemnitees, the Escrow Shares and Escrow Cash will be deposited into escrow with the Escrow Agent in accordance with Section 1.4 hereof and the Escrow Agreement. The Escrow Shares shall not be assignable or transferable.
(c) As a term of the Merger, the Shareholder...
Indemnification by the Shareholders. Subject to the limitations set forth in this Agreement, each Shareholder shall jointly and severally indemnify the Purchaser, and the Company and each of their respective officers, directors, stockholders, employees, agents, representatives, affiliates, successors and assigns and hold each of them harmless from and against and pay on behalf of or reimburse such party in respect of any damage, liability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid or incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence of, or relate to, any other Damages and the investigation, defense or settlement of any of the foregoing Damages which such party may suffer, sustain or become subject to, as a result of or relating to:
(a) the breach of any representation or warranty made by the Company or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice; or
(b) the breach of any covenant or agreement made by the Company (if such covenant or agreement is to be performed at or prior to the Closing) or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if such breach is not cured within fifteen (15) days of such notice. The Purchaser’s remedy for any indemnification of Damages hereunder may be satisfied by proceeding against the indemnifying party or parties for all or any portion of any such Damages or pursuant to the terms of this Agreement.
Indemnification by the Shareholders. In connection with any Registration Statement in which any Shareholder's Registrable Securities are registered and sold, the participating Shareholders shall furnish to the Company the information and affidavits as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agree, jointly and severally, to indemnify and hold harmless, to the full extent permitted by law, the Company, its officers directors and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement, Prospectus, preliminary Prospectus or any application filed under the Blue Sky Laws or necessary to make the statements therein not misleading, to the extent, but only to the extent, that the untrue statement or omission is contained in any information or affidavit so furnished by the Shareholder to the Company specifically for inclusion in the Registration Statement, Prospectus or application filed under the Blue Sky Laws. The Company shall be entitled to receive indemnities from 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 by the Persons specifically for inclusion in any Prospectus or Registration Statement.