Indemnification by the Stockholder. In connection with any offering (including any Disposition) in which the Stockholder is participating pursuant to Article IV or Article V, the Stockholder agrees to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers, other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) from and against any and all Liabilities arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading to the extent such Liabilities arise out of or are based upon written information furnished by the Stockholder or on the Stockholder’s behalf specifically for inclusion in or, in the case of information provided pursuant to Section 6.2(a)(ii), for use in the preparation of, the Disclosure Package, the Registration Statement, the Prospectus or any amendment or supplement thereto relating to the Registrable Securities as provided in Section 6.2; provided, however, that the liability of the Indemnifying Party under this Section 7.2 shall be limited to the amount of net proceeds received by the Stockholder in the transaction giving rise to such Liability.
Indemnification by the Stockholder. The Stockholder hereby covenants and agrees to indemnify and hold harmless the Purchaser and its respective successors and assigns, at all times from and after the date of Effective Closing Date against and in respect of the following:
Indemnification by the Stockholder. Each Stockholder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Stockholder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other person, if any, who controls such Stockholder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such Stockholder expressly for use therein, and shall reimburse the Company, its directors and officers, and each such controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each Stockholder’s indemnification obligations hereunder shall be limited to the amount of any net proceeds actually received by such Stockholder.
Indemnification by the Stockholder. Whenever pursuant to Section 2 hereof, a Registration Statement relating to the Registrable Securities is filed under the Securities Act, the Stockholder will, indemnify and hold harmless the Company, each of its directors, officers and employees, and the Company’s legal counsel and independent accountant, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “Company Indemnitees” and, individually, a “Company Indemnitee”) against all losses, claims, damages or liabilities, joint or several, to which any of the Company Indemnitees may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such Registration Statement, or Prospectus contained therein, or any amendment or supplement thereto, or arise out of or are based upon the 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, but only if, and to the extent that, such statement or omission is based on written information provided by the Stockholder or a representation of the Stockholder, that the Stockholder has requested be included in such Registration Statement or Prospectus, or to the extent that such information relates to the Stockholder or the Stockholder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by the Stockholder for use in the Registration Statement, the Prospectus or the form of Prospectus or in any amendment or supplement thereto, and will reimburse each Company Indemnitee for all legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the maximum amount of liability in respect of such indemnification (including, but not limited to, attorneys’ fees and expenses) shall be limited to an amount equal to the net proceeds actually received by the Stockholder from the sale of Registrable Securities under such registration statement.
Indemnification by the Stockholder. Subject to Clause 6.6 and Clause ---------------------------------- 6.8 hereof, the Stockholder shall indemnify the Company and the Buyer in respect of, and hold harmless the Company and the Buyer against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including, without limitation, amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") arising out of or related to any of the following:
Indemnification by the Stockholder. The Stockholder will, and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company within the meaning of the Securities 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, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Stockholder for use in the preparation of such Registration Statement, Prospectus, or amendment or supplement thereto; provided, -------- however, that the Stockholder shall not be liable to the extent that the losses, liabilities ------- or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Stockholder has advised the Company that the filing of a post-effective amendment or supplement thereto is required with respect to any information contained in such Prospectus concerning the Stockholder, except such Prospectus as so amended or supplemented. 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 the Stockholder.
Indemnification by the Stockholder. Notwithstanding the Closing or the delivery of the Shares, the Stockholder and Xx. Xxxxx indemnify and agree to fully defend, save and hold harmless on an after-tax basis UAG, Sub, the Company (after Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Company after the Closing Date) shall at any time or from time to time suffer any Costs (as defined in Section 9.6 below) arising, directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of, (i) any and all Events of Breach (as defined below) or (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Company or the conduct of the business of the Company prior to the Closing Date (a "Stockholder Third Party Claim"). As used herein, "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of the Stockholder, the Company or Xx. Xxxxx or the breach of any warranty of the Stockholder, the Company or Xx. Xxxxx contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholder, the Company or Xx. Xxxxx (or any representative of the Stockholder, the Company or Xx. Xxxxx) to UAG (or any representative of UAG) and any misrepresentation in or omission from any document furnished to UAG in connection with the Closing, and (ii) any failure of the Stockholder, the Company or Xx. Xxxxx duly to perform or observe any term, provision, covenant, agreement or condition on the part of the Stockholder, the Company or Xx. Xxxxx to be performed or observed.
Indemnification by the Stockholder. From and after the Closing Date, the Stockholder and its successors and permitted assigns shall indemnify and hold harmless Buyer, its subsidiaries and affiliates and their respective stockholders, officers, directors, employees and agents (individually, a "Buyer Indemnified Party" and collectively, the "Buyer Indemnified Parties") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) 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) (a "Loss" or "Losses") sustained, suffered or incurred by any Buyer Indemnified Party arising out of or resulting from: (i) any inaccuracy in or breach of any representation or warranty made by the Company or the Stockholder in this Agreement (after giving effect to any update of the Disclosure Schedule after the date of this Agreement other than an update made pursuant to Section 6.5(a)(i) of this Agreement after the date of this Agreement) or in any schedule or certificate delivered in connection with this Agreement; (ii) any breach of any covenant or agreement made by the Company or the Stockholder in this Agreement or in any schedule or certificate delivered in connection with this Agreement; (iii) any Liability of the Company for Taxes arising from an event or transaction occurring prior to the Closing (including, without limitation, any Liability arising out of any item set forth in Section 3.10 of the Disclosure Schedule) and any Liability for Taxes incurred as a result of the Section 338 Election; (iv) any Liability of the Stockholder under Section 1 of the Retention Agreements; or (v) any Liability relating to or arising out of any item set forth in Section 3.18 of the Disclosure Schedule. Claims under clauses (i) through (v) of this Section 11.2 are collectively referred to herein as "Buyer Indemnifiable Claims," and Losses in respect of such claims are collectively referred to herein as "Buyer Indemnifiable Losses."
Indemnification by the Stockholder. In connection with any registration statement in which the Stockholder is participating, Stockholder shall indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2(a)) the Company, each director of the Company, each officer of the Company who signs such registration statement and all persons who control the Company within the meaning of the Securities Act, with respect to any statement or omission from such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, to the extent, but only to the extent, 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 the Stockholder specifically for use in the preparation of such registration statement, preliminary prospectus or final prospectus or such amendment or supplement thereto, and provided that the liability of the Stockholder shall be limited to the amount of proceeds received by Stockholder in the offering giving rise to the indemnification claim.
Indemnification by the Stockholder. The Company, its officers, directors, agents, representatives, shareholders, affiliates and their respective successors and assigns (collectively, the "Company Parties") shall be indemnified and held harmless by the Stockholder from and against any and all damages, losses, liabilities, taxes (including any deficiencies and penalties and interest thereon), and costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) (collectively, "Damages") resulting from any misrepresentation, breach of warranty or non-fulfillment of any covenant or agreement on the part of the Stockholder contained in this Agreement or as a result of the transaction contemplated herein.
