Indemnification of Parent Group Members Clause Samples

Indemnification of Parent Group Members. 10.1.1 To the extent set forth under Section 10.1.2, each Stockholder Group Member shall jointly and severally indemnify and hold harmless each Parent Group Member from and against any and all Losses and Expenses incurred by such Parent Group Member in connection with or arising from: 10.1.1.1 any breach or failure to perform, or any third party claim that if successful would constitute a breach or failure to perform, by the Company of any of its agreements, covenants or obligations in this Agreement or in any Company Ancillary Agreement to be performed prior to the Effective Time; 10.1.1.2 any breach, or any third party claim that if successful would constitute a breach, of any warranty, or the inaccuracy, or any third party claim that if successful would constitute an inaccuracy, of any representation or warranty of Company, contained or referred to in this Agreement (including any misrepresentation or warranty in, or omission from, any Schedule, Exhibit, statement, certificate, report or other document furnished or to be furnished by or on behalf of the Company or any Stockholder pursuant 37 39 hereto or thereto); provided, however, that for the purpose of this Section 10, any Knowledge Qualification included in any such representation shall be disregarded and the Stockholder Group Members shall be entitled to be indemnified against Losses and Expenses irrespective of whether Seller had notice or knowledge of the matters addressed by such representation; or 10.1.1.3 any liability or obligation of the Company in respect of the assets, operations or business of the Company arising from events occurring on or prior to the Effective Time, excepting only (a) such liabilities and obligations as are disclosed in the Schedules to this Agreement, or (b) are assumed pursuant to Section 4.5.2; 10.1.2 Parent shall have the right to set off or recover any Losses or Expenses with respect to which Parent is entitled to indemnification under this Section 10.1 against any payments otherwise payable to the Effective Time Stockholders from the Escrow in accordance with the terms of the Escrow Agreement, and, except in the event of fraud, such right of set-off and recovery shall be Parent's sole recourse against the Stockholders with respect to the indemnity set forth in this Section 11.
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Indemnification of Parent Group Members. Each Parent Group Member shall be indemnified and held harmless from and against any and all Losses and Expenses incurred by such Parent Group Member in connection with or arising from: 11.1.1 any breach or failure to perform, or any third party claim that if successful would constitute a breach or failure to perform, by the Company of any of its agreements, covenants or obligations in this Agreement or in any Company Ancillary Agreement to be performed prior to the Effective Time; 11.1.2 any breach, or any third party claim that if successful would constitute a breach, of any warranty, or the inaccuracy, or any third party claim that if successful would constitute
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Indemnification of Parent Group Members. The Shareholders and the DolEx Class B Shareholders shall severally indemnify and hold harmless each Parent Group Member from and against any and all Losses and Expenses incurred by such Parent Group Member as a direct result of: (i) any breach by the Company or any Subsidiary of any covenant in this Agreement; (ii) any breach, or (in the case of any third-party claim) alleged breach, of any warranty or the inaccuracy, or (in the case of any third-party claim) alleged inaccuracy, of any representation of the Company or any Subsidiary contained in this Agreement; (iii) any Liabilities of the Company or any Subsidiary associated with or arising from the conduct of the business or operations of the Company or such Subsidiary prior to the Effective Time, except for those Liabilities (x) accrued or reserved against in the Audited Financial Statements or the Quarterly Financial Statements, (y) set forth on the Schedules to this Agreement, or (z) incurred in the ordinary course of business consistent with past practice since March 31, 2003; or (iv) notwithstanding the exception contained in the immediately preceding Section 10.7(iii)(y), any Losses associated those matters set forth on Schedule 5.16.
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Indemnification of Parent Group Members 
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Related to Indemnification of Parent Group Members

  • Indemnification of the Company Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, officers and employees and agents who control the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity from the Company to the several Underwriters, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions made in any Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any application, in reliance upon, and in strict conformity with, written information furnished to the Company with respect to such Underwriter by or on behalf of the Underwriter expressly for use in such Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or in any such application. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.

  • Indemnification of Company Each Underwriter will severally and not jointly indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an “Underwriter Indemnified Party”), against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement, or in any Preliminary Prospectus, any Statutory Prospectus, the Prospectus, any “road show” as defined in Rule 433(h) of the Act or any Written Testing-the-Waters Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that 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 or on behalf of such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the statements set forth under the heading “Underwriting”: (x) the sentence related to the Underwriter’s intention not to make sales to discretionary accounts and (y) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

  • Indemnification of Members No member will be liable, responsible, or accountable in damages or otherwise to the Company or to the members for any action taken or failure to act on behalf of the Company unless the action or omission was an intentional breach of this Agreement or constituted gross negligence, bad faith, or wanton or willful misconduct (collectively “Misconduct”). Except with respect to Misconduct, the Company will, to the fullest extent permitted under the Act, indemnify and hold harmless the members from any loss, damage, liability, or expense incurred or sustained by them by reason of any act performed or any omission for or on behalf of the Company, including any judgment, award, settlement, reasonable attorneys’ fees, and other costs and expenses (which may be advanced by the Company), incurred in connection with the defense of any actual or threatened action, proceeding, or claim.

  • Indemnification by Parent Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (a) any Parent Liability; (b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, on or after the Effective Time; (c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements; (d) except to the extent it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group by any member of the SpinCo Group that survives following the Distribution; and (e) any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to statements made explicitly in Parent’s name in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document; it being agreed that the statements set forth on Schedule 4.3(e) shall be the only statements made explicitly in Parent’s name in the Form 10, the Information Statement or any other Disclosure Document, and all other information contained in the Form 10, the Information Statement or any other Disclosure Document shall be deemed to be information supplied by SpinCo.

  • Indemnification of the Underwriter by the Company The Company agrees to indemnify and hold harmless the Underwriter, its Affiliates, directors, officers, employees and agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, all reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any Road Show, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Underwriter Information. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Company may otherwise have.