Shareholders' Indemnity Clause Samples
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Shareholders' Indemnity. The Indemnifying Parties, jointly and ----------------------- severally, will indemnify Buyer against and agree to hold harmless from any and all damage, loss, liability, claim, obligation of any nature whatsoever (after taking into account any insurance proceeds received) and expense (including any reasonable expenses of investigation and reasonable attorneys' fees and expenses), including the Current Asset Shortfall to the extent the Subsequent Class B Consideration is not reduced by such Current Asset Shortfall (each a "Loss") incurred by Parent, Buyer or the Company arising out of any breach of any representation or warranty, covenant or other agreement of the Company or the Indemnifying Parties contained or incorporated by reference herein or otherwise. The Indemnifying Parties shall not have any right of contribution from the Company with respect to any Loss claimed by Buyer after the Closing. As partial security for the indemnity provided in this Section 7.2, Buyer shall have the right to set off amounts from any Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration in the manner provided in Section 7.2(c). In addition to setting off amounts from the Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration, Buyer may, at its sole discretion, seek indemnification for Losses directly from the Indemnifying Parties in the manner and to the extent provided in Section 7.2(d). Except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants of the Indemnifying Parties or the Company contained in this Agreement, the maximum amount that Buyer may recover from the Indemnifying Parties and Buyer's recourse against the Indemnifying Parties pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which such Indemnifying Party is beneficially entitled; provided, that, except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of which he has personal knowledge, the maximum amount that Buyer may recover from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Buyer's recourse against ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is beneficially entitled.
Shareholders' Indemnity. The Purchaser and Xpedite jointly and severally covenant to procure that the Company shall indemnify and keep indemnified on an after-Tax basis (if it is not otherwise liable to make such payment to the Shareholders) the Shareholders (including in all circumstances and notwithstanding any provision herein to the contrary, Eagle):
(a) any liability to make a payment of Tax of the Shareholders, being a payment of Tax which is primarily a Tax liability of the Company incurred by it on or prior to Closing or an accounting period beginning prior to the date hereof and is payable by the Shareholders (or any of them) by virtue of the Company failing to discharge such Tax liability;
(b) all losses, liabilities and costs which the Shareholders (or any of them) may incur in connection with or as a consequence of any of the matters referred to in SECTION 11.18(a); and
(c) any sums payable by the Purchaser, Xpedite or the Company under SECTION 11.18(a) or (b) shall be paid not later than the fifth business day before the date on which the payment of Tax is payable by the Shareholders (or any of them) or, if later, not more than five (5) business days following the date on which the Shareholders notify the Purchaser, Xpedite or the Company of its liability to procure the making of such payment.
Shareholders' Indemnity. Each Shareholder, severally but not jointly, shall indemnify and defend JAKKS against, and hold it harmless from, any loss, liability, obligation, damage or expense (including reasonable attorneys' fees and disbursements) which it may suffer or incur incidental to any claim or any Proceeding against it arising out of, based upon or resulting from an untrue statement or alleged untrue statement of a material fact contained in, or omission or alleged omission of a material fact from, the registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incidental to the registration or qualification of the JAKKS Shares that is required to be stated therein or necessary to make the statements therein not misleading or, with respect to any prospectus, necessary to make the statements therein, in light of the circumstances under which they were made, not misleading which statement or omission is made in reliance upon and in conformity with written information furnished to JAKKS by that Shareholder solely for use in the preparation thereof ("Shareholders' Securities Claims"). provided, however, that no Shareholder shall be liable in any such case to the extent that such Securities Claims arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in, or omission or alleged omission of a material fact from, the registration statement, such preliminary prospectus or such prospectus or such amendment or supplement or any document incident to the registration or qualification of the Registrable Securities in reliance upon and in conformity with written information furnished to it by JAKKS solely for use in the preparation thereof.
Shareholders' Indemnity. From and after the Closing Date, the Shareholders shall jointly and severally indemnify, defend, save and hold harmless Buyer, and any of its affiliates, including, without limitation, its officers, directors, shareholders, employees, attorneys, agents and representatives ("Buyer's Affiliates"),and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, judgments or deficiencies, including interest, penalties, and reasonable attorneys' fees, that Buyer may incur, sustain or suffer, on or before April 30, 2000, as a result of any intentional misrepresentation or fraudulent act by Shareholders, which arises from or relates to, Shareholders representations, warranties, covenants or agreements in this Agreement or in any schedule, certificates, exhibit, or other instrument furnished or to be furnished by Shareholders or Corporation under this Agreement.
Shareholders' Indemnity. Except for the representations in sections 4.2.6 and 4.2.11, each Shareholder agrees to indemnify, defend and hold I-Alliance Indemnified Parties harmless from and against all Losses incurred by I-Alliance Indemnified Parties resulting from or on account of a breach of any material representation, warranty or covenant of such Shareholder made in this Agreement.
Shareholders' Indemnity. The Shareholder hereby indemnifies and agrees to defend and hold Acquiror, Merger Sub and their respective successors and assigns (the "Acquiror Indemnified Parties") harmless from and against and agrees to pay or cause to be paid to the Acquiror Indemnified Party all amounts equal to the sum of any and all claims, demands, costs, expenses or other liabilities of any kind that the Acquiror Indemnified Party may incur or suffer (including, without limitation, all professional fees (including attorneys' fees, accountants, consultants and engineering fees), remediation costs, fines, investigation, clean-up, restoration or mitigating measures or other expenses), which arise or result from any breach of or failure by the Shareholders or Target to perform any of their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by it under this Agreement. Notwithstanding the foregoing, Acquiror and Merger Sub agree that the personal liability hereunder of the Shareholder shall be limited to the consideration received by the Shareholder as a result of the transactions contemplated hereby. In the case of any reference to the Shareholder under this indemnity, Shareholder shall be referred to at times as the "Shareholder Indemnifying Party."
Shareholders' Indemnity. The Shareholders collectively shall have no ----------------------- indemnification obligations in respect of any General Losses or Specific Losses until the aggregate amount of General Losses and Specific Losses of MRL, PPD Parent and Subsidiary No. 8, LLC (and their respective directors, managers, officers, employees, affiliates, successors and assigns) under the Agreement and Plan of Reorganization plus the aggregate amount of General Losses and Specific Losses of MRLB, PPD and PPD Parent (and their respective directors, Directors, managers, officers, employees, affiliates, successors and assigns) under this Agreement, collectively, exceeds $500,000 (Five Hundred Thousand Dollars), and then the Shareholders shall be liable only for the amount of such General Losses and Specific Losses in excess of Five Hundred Thousand Dollars ($500,000). The maximum amount of the indemnification obligations of the Shareholders collectively under this Agreement shall be limited, with respect to General Losses of MRLB, PPD and PPD Parent (and their respective directors, Directors, managers, officers, employees, affiliates, successors and assigns) under this Agreement, to the General Holdback Property under this Agreement and the General Holdback Property under the Agreement and Plan of Reorganization. The Shareholders shall have no indemnification obligations for any General Losses of MRLB, PPD and PPD Parent (and their respective directors, Directors, managers, officers, employees, affiliates, successors and assigns) under this Agreement relating to any matter involving an amount of $10,000 (Ten Thousand Dollars) or less, but such General Losses shall be taken into account fully in determining if and when the aggregate General Losses and Specific Losses of MRL, PPD Parent and Subsidiary (and their respective directors, managers, officers, employees, affiliates, successors and assigns) under the Agreement and Plan of Reorganization and the General Losses and Specific Losses of MRLB, PPD and PPD Parent (and their respective directors, Directors, managers, officers, employees, affiliates, successors and assigns) under this Agreement, collectively, exceeds the threshold of $500,000 (Five Hundred Thousand Dollars) stated above.
Shareholders' Indemnity. Subject to the provisions of Sections 9.02(d)-(j), 9.03 and 9.04 hereof and the next sentence, the Shareholders (on a several, and not on a joint and several basis, based upon such Shareholders’ Allocable Portion set forth on the Shareholders Schedule attached hereto (the “Allocable Portion”)) shall indemnify, defend and hold harmless the Buyer, the Company and their respective officers, directors, employees, Affiliates, shareholders, representatives and agents (collectively, the “Buyer Indemnified Parties”) from and against any actual loss, liability, obligation, damage, cost or expense (including without limitation reasonable legal fees and expenses and all demands, claims, actions, costs of investigation, causes of action, proceedings, arbitrations, judgments, settlements and assessments, whether or not ultimately determined to be valid) (collectively, “Losses” and individually, a “Loss”) which the Buyer Indemnified Party suffers, sustains or becomes subject to as a result of (i) any breach of any covenant of the Company or any of the Shareholders set forth herein, (ii) any breach of any of the representations and warranties of the Shareholders and/or the Company set forth in Article 4 hereof and as restated in any certificate delivered by the Company and/or the Shareholders at the Closing, and (iii) any Transaction Expenses, to the extent not paid in accordance with Section 1.02(b)(iv) hereof. Notwithstanding anything herein to the contrary: (1) the Buyer Indemnified Parties shall not be entitled to seek indemnification with respect to any Loss, unless and until the amount of any single incident or group of related incidents of Loss suffered by the Buyer Indemnified Parties exceeds $10,000 (the “Threshold”), and then only to the extent the aggregate amount of all Losses exceeding the Threshold exceeds $1,000,000 (the “Deductible Amount”) in the aggregate; and (2) the aggregate amount of all payments to which the Buyer Indemnified Parties shall be entitled to receive in satisfaction of claims for indemnification pursuant to this Section 9.02(a) shall in no event exceed $20,000,000 (the “Cap”); provided, however, that neither the Deductible Amount nor the Cap nor the time limitation set forth in Section 9.02(d) below shall apply with respect to any Transactional Expenses, to the extent not paid in accordance with Section 1.02(b)(iv) hereof, to any claim for income taxes pursuant to Section 9.3(b) hereof, to any claim in the nature of fraud, or to any cla...
Shareholders' Indemnity. Each Shareholder, severally but not jointly (except for ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, whose liability shall be joint and several), shall indemnify and defend JAKKS Pacific and, after the Closing, each director and officer of JAKKS Pacific, and hold each of them harmless from, any loss, liability, obligation, damage or expense (including reasonable attorneys' fees and disbursements) which any of them may suffer or incur incidental to any Material Adverse Effect or any Proceeding against any of them arising out of, based upon or resulting from:
(a) the failure of any representation or warranty made by that Shareholder herein or in any Acquisition Document delivered to JAKKS Pacific in connection herewith to be true in all material respects on the date hereof; provided, however, that in the case of a failure of any of the representations and warranties contained in Section 4, only the Shareholder whose representation and warranty was inaccurate or breached shall have an obligation of indemnification under this Article 8; and further provided, however, that notwithstanding the foregoing, the obligations of ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be joint and several;
(b) that Shareholder's failure, in all material respects, to perform or to comply with any covenant or condition required hereunder to be performed or complied with by that Shareholder.
Shareholders' Indemnity. Subject to the provisions of Sections ---------------------- 6.1 and 6.3 hereof, each of the Shareholders severally agrees to indemnify, save and hold harmless the Parent, the Surviving Corporation, Merger Sub and any of their assignees (including lenders) and all of their respective officers, directors, employee s, representatives, agents, advisors and consultants and all their respective heirs, legal representatives, successors and assigns (collectively, the "Parent Indemnified Parties") from and against any and all -------------------------- damages, liabilities, losses, loss of value (including the value of adverse effects on cash flow or earnings), claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs, including reasonable attorneys' fees and court costs (collectively, "Losses") arising from, out of or in any ------ manner connected with or based on:
(i) The breach of any covenant of the Shareholders or the Company or the failure by the Shareholders or the Company to perform any obligation of the Shareholders or the Company contained herein or in any Company Related Document or Shareholder Related Document;
(ii) Any inaccuracy in or breach of any representation or warranty of the Shareholders contained herein or in any Shareholder Related Document;
(iii) Any inaccuracy in or breach of any representation or warranty of the Company contained herein or in any Company Related Document; and
(iv) Any act, omission, occurrence, event, condition or circumstance occurring or existing at any time on or before the Effective Time which involves a claim or cause of action (a) made or brought by a customer or former customer of the Company (together, a "Customer"), or by -------- a person or entity that is a successor to such Customer or has otherwise succeeded to or been assigned the rights to such Customer' s claim or cause of action, or is a legal representative of such Customer or successor, (b) is based on an alleged act, failure to act or defect in service, workmanship, equipment, parts or materials performed or furnished by the Company on or prior to the Effective Time, and (c) is made or brought prior to the date which is two years after the Closing Date (any such claim or cause of action being hereinafter referred to as an "Undisclosed Customer -------------------- Claim"). Any Parent Indemnified Party seeking indemnification with respect ----- to any Undisclosed Customer Claim must notify the Shareholders of a claim fo...