Indemnification by the Stockholders Clause Samples

Indemnification by the Stockholders. Each Stockholder whose Registrable Securities are included in any registration statement filed in connection with a Covered Registration, as a condition to including Registrable Securities in such registration statement, shall, to the full extent permitted by law, severally and not jointly, indemnify and hold harmless the Company, its directors and officers, and each other Person, if any, who controls the Company within the meaning of the Securities Act, against any Losses to which the Company or any such director or officer or controlling Person may become subject under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by such Stockholder specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that the obligation of such Stockholder to provide indemnification pursuant to this Section 4.6 shall be limited in amount to the net proceeds received by such Stockholder from the sale of Registrable Securities pursuant to such Covered Registration. 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 such Stockholder.

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08, the Stockholders shall, jointly and severally, indemnify and hold harmless Parent, Merger Sub, each Company Entity and their respective officers, directors, agents or Affiliates, from and against any and all Losses suffered or incurred by any such party by reason of or arising out of any of the following: (a) the breach by the Company of any representation or warranty contained herein or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of any covenant or agreement of the Company contained in this Agreement or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents; (c) any claim or demand by any Person (other than a Stockholder to the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all Taxes (or the non-payment thereof) of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments ...

Indemnification by the Stockholders. From and after the completion of the Closing, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liability.

Indemnification by the Stockholders. Each Stockholder agrees to indemnify, hold harmless and reimburse, to the fullest extent permitted by Law (in the same manner and to the same extent as set forth in Section 4(a)), the Company, its Affiliates, officers, directors, and each Person, if any, who controls any of the foregoing within the meaning of the Securities Act or the 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, 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 about such Stockholder furnished to the Company by such Stockholder or its authorized representative expressly for inclusion therein, it being understood and agreed that the only such information furnished by any Stockholder consists of the information described as such in Section 4(a); provided that a Stockholder shall not be liable for any amounts in excess of the net proceeds received by such Stockholder from sales of Registrable Securities pursuant to the Registration Statement to which the claims relate; provided, further, that the obligations of the Stockholders shall be several and not joint and several. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the transfer of such securities by the Company.

Indemnification by the Stockholders. Subject to the limitations and other terms and conditions contained in this Section 6, from and after the Closing, the Stockholders, severally (and not jointly) in proportion to their Pro Rata Share, shall indemnify and hold harmless (such obligations to indemnify and hold harmless are referred to herein from time to time as “Indemnification Obligations”) Buyer and the Surviving Corporation (the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, third party claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other reasonable out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”), actually incurred by the Buyer Indemnified Parties arising out of: (a) any breach of any representation or warranty made by the Company contained in this Agreement; (b) any breach of any covenant or agreement by the Company contained in this Agreement and required to be performed prior to the Closing; (c) any Indebtedness of the Company incurred prior to the Effective Time or Transaction Expenses, in each case, that is not otherwise taken into account in the Closing Merger Consideration; (d) any Indemnified Taxes; (e) any claims by any holder of Capital Stock or any other equity interests of the Company as a result of the exercise of such holder’s appraisal rights (net of any amount that would otherwise have been payable to such holder exercising any appraisal rights); (f) any inaccuracy or omission in the allocation amounts payable to the Stockholders or any other purported securityholders of the Company as set forth in the Closing Allocation Schedule, including without limitation with respect to amounts payable to Bonus Recipients and employees of Olapic Argentina who hold Options, as may be updated prior to Closing pursuant to the terms herein; and (g) any intentional fraud, willful breach or intentional misrepresentation.

Indemnification by the Stockholders. Subject to the limitations set forth in this ARTICLE VIII, from and after the Closing, the Stockholders, jointly and severally, shall indemnify, defend and hold harmless Parent, the Surviving Entity, their respective Affiliates and their and their Affiliates' respective successors, assigns, officers, directors, principals, attorneys, agents, employees or other Representatives (collectively, the "Parent Indemnified Parties" and each individually a "Parent Indemnified Party") against any Damages that a Parent Indemnified Party incurs arising out of or as a result of: (a) any breach, misrepresentation or inaccuracy of any of the representations and warranties set forth in ARTICLE IV in this Agreement or on any certificate or other instrument or document furnished by any Company Party to Parent or Merger Subs pursuant to this Agreement or any Transaction Document; (b) any breach or nonfulfillment of any pre-Closing covenants, agreements, or obligations of any Company Party contained in this Agreement or any other Transaction Document; (c) any and all Taxes of any Company Party for any Pre-Closing Tax Period (including any payroll Taxes deferred under the CARES Act) and any Taxes payable by any Company Party as a result of the transactions contemplated by this Agreement; (d) any Designated Pre-Closing Liabilities; (e) any and all Liabilities arising out of the PPP Loan; (f) any inaccuracy in the amount or form of Merger Consideration to be received by each Stockholder as set forth in the Pre-Closing Statement and any claim arising out of the distribution of the Merger Consideration in accordance with the Pre-Closing Statement to any Stockholder who makes an election under Section 3.1(b); and (g) any and all Matters, demands, assessments, audits or judgments arising out of any of the foregoing.

Indemnification by the Stockholders. Each Stockholder will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.4(a)) the Company, each director of the Company, each officer of the Company who shall sign the registration statement, and any person who controls the 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 the Company through a written instrument duly executed by such Stockholder specifically regarding such Stockholder for use in the preparation of such registration statement or amendment or supplement, and (ii) with respect to compliance by such Stockholder with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement.

Indemnification by the Stockholders. The Stockholders agree to indemnify and hold harmless, the Company, its directors, officers, employees, stockholders and each Person who controls the Company (within the meaning of the ▇▇▇▇ ▇▇▇) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent that such untrue statement or omission is contained in any information regarding a Holder Indemnitee furnished in writing by a Holder Indemnitee to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto, or in the case of an occurrence of an Allowed Delay or an event of the type specified in Section 3(h), the use by such Holder Indemnitee of an outdated or defective Prospectus after the Company has notified the Stockholders in writing that the Prospectus is outdated or defective and prior to the receipt by the Stockholders of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such liability would have been corrected.

Indemnification by the Stockholders. The DHG Entities and the Stockholders jointly and severally agree subsequent to the Closing to indemnify and hold the Buyer and its subsidiaries and affiliates and persons serving as officers, directors, partners or employees of the DHG Entities or Buyer (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters: a. fraud, intentional misrepresentation or a deliberate or wilful breach by the DHG Entities or any Stockholder of any of their representations, warranties or covenants under this Agreement or in any certificate, schedule or exhibit delivered pursuant to this Agreement; b. any other material breach of any representation, warranty or covenant of the DHG Entities or any Stockholder under this Agreement or in any certificate, schedule or exhibit delivered pursuant to this Agreement, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of those representations, warranties or covenants; and c. any liability of the DHG Entities for Taxes arising from an event or transaction prior to the Closing or as a result of the Closing which have not been paid or provided for by the DHG Entities, including without limitation, any increase in Taxes due to the unavailability of any loss or deduction claimed by the DHG Entities.