FMC Sample Clauses

FMC. FMC or the applicable Purchaser Trust, as the case may be, shall indemnify and hold harmless Program Lender and any officer, director, or employee or agent of Program Lender (herein collectively referred to as “Indemnified Persons”) against any and all liabilities, losses, cost, damages, and expenses, including, without limitation, attorneys’ fees and legal expenses and sums paid, liabilities incurred or expenses paid or incurred in connection with settling claims or judgments or obtaining or attempting to obtain release from liability, which such Indemnified Person may sustain or incur by reason of any breach of any representation, warranty or covenant of FMC or the applicable Purchaser Trust, as the case may be, contained herein. This section shall survive termination of this Agreement.

FMC. An agreement by FMC in favor of the Seller and the Shareholder agreeing to be bound by Section 2.9 hereof and terminating the Existing Agreements effective as of the Closing, in form and substance reasonably satisfactory to the Seller.

FMC. (i) At the Effective Time, the FMC Certificate in effect immediately prior to the Effective Time shall be and remain the Certificate of Incorporation of the Surviving Corporation, until otherwise thereafter amended as provided therein or by the DGCL, except for the following amendments, which shall become effective in connection with and as part of the Merger: the first paragraph of Article FOURTH shall be amended and restated in its entirety as follows and a new Article TWELFTH shall be added thereto:

FMC. FMC hereby agrees that it shall be responsible for, indemnify, hold harmless and defend BioProgress and its Affiliates, and their respective directors, officers and employees, and their respective heirs, successors and assigns (collectively, the “BioProgress Indemnitees”) from and against any and all Losses suffered or incurred by any BioProgress Indemnitee arising out of, relating to, resulting from or in connection with (a) any third party claims arising out of or relating to the breach of any representation or warranty made by FMC herein, (b) any third party claims arising out of or relating to the default by FMC in the performance or observance of any of its obligations to be performed or observed under the NRobe™ Agreements, and (c) any claim or action which BioProgress is made a party at the request of FMC under this Agreement (including without limitation pursuant to Article 8.1 above, but not including any such claims or actions arising in relation to Product Liability which shall be dealt with solely in accordance with Article 8.2 above).