Indemnification by Stockholder. In the event of any registration of Registrable Securities under the Securities Act pursuant to this Agreement, Stockholder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 7(a)) the Company, its officers, directors, employees, advisors, representatives and agents, and each other Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any Losses to which the Company or any such indemnitees may become subject under the Securities Act or otherwise, insofar as such Losses (or related actions or proceedings) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Securities were registered and sold under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information about Stockholder furnished to the Company by or on behalf of Stockholder specifically for use in such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that Stockholder shall not be liable for any amounts in excess of the net proceeds (after deducting Selling Expenses) received by Stockholder from sales of Registrable Securities pursuant to such registration statement; and provided, further, that Stockholder shall not be liable for any Loss that arises out of Company’s failure to update, supplement or amend the prospectus after Stockholder has provided the Company with information correcting such statement or omission with a reasonable opportunity to amend or correct such prospectus.
Indemnification by Stockholder. Subject to the limitations set forth this Section 8.1 and otherwise in this Article VIII, the Stockholder (the “Stockholder Indemnifying Party”), agree to indemnify and hold harmless Parent, the Surviving Entity and their respective directors, officers and Affiliates and their successors and assigns (each a “Parent Indemnified Party”) from and against any and all Losses of the Parent Indemnified Parties, to the extent directly or indirectly resulting or arising from or based upon:
Indemnification by Stockholder. The Stockholder recognizes ------------------------------ that the Exchange being conducted with Rick's is based, to a material degree, upon the representations and warranties of Stockholder as set forth and contained herein and the Stockholder hereby agrees to indemnify and hold harmless Rick's against all damages, costs, or expenses (including reasonable attorney's fees) arising as a result of any breach of representation or warranty or omission made herein by the Stockholder. If any action is brought against Rick's in respect of which indemnity may be sought against the Stockholder pursuant to the foregoing paragraph, Rick's shall promptly notify the Stockholder in writing of the institution of such action (but the omission to so notify the Stockholder shall not relieve it from any liability that it may have to Rick's except to the extent the Stockholder is materially prejudiced or otherwise forfeit substantive rights or defenses by reason of such failure), and the Stockholder shall assume the defense of such action, including the employment of counsel to be chosen by the Stockholder to be reasonably satisfactory to Rick's, and payment of expenses. Rick's shall have the right to employ the Stockholder's or their own counsel in any such case, but the fees and expenses of such counsel shall be at Rick's expense, unless the employment of such counsel shall have been authorized in writing by the Stockholder in connection with the defense of such action, or the Stockholder shall not have employed counsel to take charge of the defense of such action, or counsel employed by the Stockholder shall not be diligently defending such action, or Rick's shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to the Stockholder, or that representation of Rick's by the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them (in which case the Stockholder shall not have the right to direct the defense of such action on behalf of Rick's), in any of which event such fees and expenses shall be borne by the Stockholder. Anything in this paragraph to the contrary notwithstanding, the Stockholder shall not be liable for any settlement of, or any expenses incurred with respect to, any such claim or action effected without the Stockholder's written consent, which consent shall not be unreasonably withheld. The Sto...
Indemnification by Stockholder. In connection with the Registration Statement, Stockholder will furnish to Parent in writing such information, including the name and address of, and the amount of Registrable Securities held by, Stockholder, as Parent reasonably requests for use in such Registration Statement or the related Prospectus and will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 10(a)) Parent or any underwriter, as the case may be, and any of their respective affiliates, directors, officers, agents, trustees and controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), against any losses, claims, damages, liabilities and expenses resulting from (i) any violation by Stockholder (or its officers, directors, agents, trustees or controlling persons) of any federal or state law, rule or regulation relating to action required of or inaction by Stockholder (or such other person) in connection with its offer and sale of Registrable Securities and (ii) any untrue or alleged untrue statement of a material fact contained in, or any omission or alleged omission of a material fact required to be stated in, such Registration Statement or Prospectus or any amendment or supplement to either of them or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances then existing) not misleading, but only to the extent that any such untrue statement or omission is made in reliance on and in conformity with information with respect to Stockholder furnished in writing to Parent by Stockholder or its counsel specifically for inclusion therein.
Indemnification by Stockholder. Stockholder agrees to indemnify and hold harmless the Company, its officers and directors, and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity made pursuant to clause (x) of Section 7.1 above from the Company to Stockholder, but only with reference to information furnished in writing by or on behalf of Stockholder expressly for use in any registration statement or prospectus relating to shares of Registrable Common Stock, or any amendment or supplement thereto, or any preliminary prospectus.
Indemnification by Stockholder. The Stockholder covenants and agrees to defend, indemnify and hold harmless the Buyer Indemnitees from and against, and pay or reimburse the Buyer Indemnitees for, any and all Losses resulting from or arising out of any inaccuracy of any representation or warranty made by the Stockholder herein or in any of the Ancillary Documents.
Indemnification by Stockholder. Subject to Section 4.03(b), Stockholder, jointly and severally with the Other Stockholder, shall indemnify Parent, Sub, the Surviving Corporation, their affiliates and their respective officers, directors, employees, agents and representatives (the "Indemnified Parties") against, and shall hold them harmless from, any and all losses, liabilities, debts, damages, claims, demands, payments, judgments, settlements, expenses (including reasonable legal fees and expenses) and costs of any kind ("Losses"), including in respect of third party claims, but only out of and to the extent of the Escrow Fund, for or on account of or arising from or in connection with or otherwise with respect to any breach on the part of the Company of any representation or warranty made by it contained in Article IV of the Merger Agreement; provided that (i) in determining whether there has been a breach on the part of the Company of any such representation or warranty, matters that would represent a debit for balance sheet purposes may be offset to the extent that there are previously undisclosed credits relating to the same subject matter as that of the debit, (ii) solely for purposes of this Section 4.03, the representations and warranties set forth in the second sentence of Section 4.04(b), Section 4.05 (other than clause (i) of the first sentence thereof), Section 4.06 (other than the first sentence of Section 4.06(a), Section 4.07, Section 4.08 (other than clauses (ii) and (iii) thereof), Section 4.09, Section 4.10, Section 4.11, the first two sentences of Section 4.12, Section 4.13(a) (other than the first sentence thereof), Section 4.14, Section 4.15, Section 4.16, Section 4.17 and Section 4.19 of the Merger Agreement shall be deemed to be true and correct if, to the knowledge (as such term is defined in the Merger Agreement, provided that for purposes hereof such definition shall be deemed only to refer to the knowledge of Stockholder) of Stockholder, such representations and warranties that are qualified as to materiality are true and correct and those not so qualified are true and correct in all material respects, as the case may be, at the time each such representation and warranty was made or was required to be true and correct (or true and correct in all material respects, as the case may be) pursuant to the terms of the Merger Agreement and (iii) the Company has supplemented or amended the Company Disclosure Letter pursuant to Section 6.01(c)(ii) of the Merger Agreement...
Indemnification by Stockholder. Section 7.2(a)(x) of the Merger Agreement is hereby amended and restated as follows:
Indemnification by Stockholder. Stockholder hereby indemnifies and holds harmless Metrisa and Metrisa GmbH and the respective officers and directors of Metrisa and Metrisa GmbH from and against any and all claims, liabilities, obligations, costs, damages, losses and expenses of any nature arising out of or resulting from any breach of the representations, warranties or covenants of the Subsidiary contained in this Agreement that relate to the Subsidiary or the portion of the Business conducted through the Subsidiary, or any liabilities relating to the Subsidiary which are not included within the Assumed Liabilities (regardless of whether information with respect thereto is set forth on a Schedule or Exhibit hereto), and all costs and expenses (including reasonable attorneys' fees) incurred in connection with the foregoing.
Indemnification by Stockholder. In connection with any Registration Statement in which Stockholder is participating, Stockholder agrees to indemnify, to the fullest extent permitted by law, the Company and each affiliate, employee, counsel, agent, representative, director or officer of the Company and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against, and hold it harmless from, any Losses arising out of or based upon any Misstatement/Omission contained in the Registration Statement, if and to the extent that such Misstatement/Omission arose out of or was based upon information furnished in writing by Stockholder for use therein. The obligation of Stockholder to indemnify will be limited to the net amount of proceeds (net of payment of all expenses) received by Stockholder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.
