Common use of Indemnification by the Shareholder Clause in Contracts

Indemnification by the Shareholder. The Shareholder hereby agrees to defend, indemnify and hold harmless the Corporation from and against any and all Losses which may be incurred by the Corporation as a result of any breach by the Shareholder or the Investment Manager of any agreement, covenant, representation or warranty set forth in this Agreement; provided, however, that the aggregate liability of the Shareholder to the Corporation for breach of any agreement, covenant, representation or warranty under this Agreement shall not exceed an amount equal to the Purchase Price; provided further, however, that the limitation in the foregoing proviso shall not apply in the case of illegal acts, willful misconduct or fraud by the Shareholder or the Investment Manager.

Appears in 5 contracts

Samples: Stock Sale and Purchase Agreement (First Citizens Bancshares Inc /De/), Stock Sale and Purchase Agreement (First Citizens Bancshares Inc /De/), Stock Sale and Purchase Agreement (First Citizens Bancshares Inc /De/)

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Indemnification by the Shareholder. The Shareholder hereby agrees to defend, indemnify and hold harmless the Corporation from and against any and all Losses Losses, which may be incurred by the Corporation as a result of any breach by the Shareholder or the Investment Manager of any agreement, covenant, representation or warranty set forth in this Agreement; provided, however, that the aggregate liability of the Shareholder to the Corporation for breach of any agreement, covenant, representation or warranty under this Agreement shall not exceed an amount equal to the Purchase Price; provided further, however, that the limitation in the foregoing proviso shall not apply in the case of illegal acts, willful misconduct or fraud by the Shareholder or the Investment Manager.

Appears in 1 contract

Samples: Stock Sale and Purchase Agreement (First Citizens Bancshares Inc /De/)

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Indemnification by the Shareholder. The Shareholder hereby agrees to defend, indemnify and hold harmless the Corporation from and against any and all Losses which may be incurred by the Corporation as a result of any breach by the Shareholder or the Investment Manager of any agreement, covenant, representation or warranty set forth in this Agreement; provided, however, that the aggregate liability of the Shareholder to the Corporation for breach of any agreement, covenant, representation or warranty under this Agreement shall not exceed an amount equal to the Purchase Price; provided further, however, that the limitation in the foregoing proviso shall not apply in the case of illegal acts, willful misconduct or fraud by the Shareholder or the Investment ManagerShareholder.

Appears in 1 contract

Samples: Stock Sale and Purchase Agreement (First Citizens Bancshares Inc /De/)

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