Common use of Indemnification by the Stockholder Clause in Contracts

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. From and after the Closing DateSubject to Section 8.3, the Stockholder and its successors and permitted assigns shall agrees to indemnify and hold harmless BuyerGTS, its subsidiaries any Affiliate of GTS and affiliates and their respective stockholders, officers, the directors, officers and employees of GTS or any of its Affiliates from and agents against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable counsel fees and disbursements (individuallysingularly, a "Buyer Indemnified PartyLoss," and collectively, the "Buyer Indemnified PartiesLosses") 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) arising out of any kind claims by a third party or nature whatsoever between the parties hereto relating to: (a) liabilities or obligations of CCI (whether absolute, accrued, contingent or otherwise), whether existing as of the Closing or arising out of facts or circumstances existing at or prior to the Closing, and whether or not arising out of third-party claims and including all amounts paid in investigation, defense those liabilities or settlement obligations were known at the time of the foregoingClosing (except for those post-closing contractual obligations of the CCI specifically set forth on Schedule 8.1) including, without limitation, any Losses arising from any tax, environmental or regulatory matters; (a "Loss" or "Losses") sustained, suffered or incurred by any Buyer Indemnified Party arising out of or resulting from: (ib) any inaccuracy in failure or breach by the Stockholder of any representation or warranty made by the Company Stockholder in this Agreement, including any Exhibit, Schedule, employment or other agreement delivered by CCI 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; (iic) any failure to perform or breach by the Stockholder of any covenant covenant, agreement, obligation or agreement undertaking made by the Company CCI or Stockholder in this Agreement, including any Exhibit, Schedule or other agreement delivered by CCI or the Stockholder in pursuant to this Agreement or in Agreement; and (d) any schedule or certificate delivered failure after the Closing to perform any of the ongoing contractual obligations which are set forth on Schedule 8.1. GTS agrees that any for which it is to be paid in connection with the indemnification provided hereunder shall be in the following order (the "Set-Off Priority"): (i) recapture of the GTS Stock, up to a maximum value of $100,000, at a price per share recapture price equal to the per share price used to calculate the number of shares received by Stockholder pursuant to Section 2.2(ii) of this Agreement; PROVIDED, HOWEVER, the Stockholder may elect, in his sole discretion, to make payment in cash in lieu of the recapture of GTS Stock; (ii) from amounts remaining due and owing from GTS to the Stockholder under the Promissory Note; (iii) any Liability of form 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 ElectionCash Consideration; (iv) any Liability of from cash benefits (i.e., bonuses, etc.) due to the Stockholder under Section 1 of the Retention AgreementsEmployment Agreement; or and (v) any Liability relating from salary payments due to or arising out of any item set forth in Section 3.18 of the Disclosure Schedule. Claims Stockholder 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 Lossesthe Employment Agreement."

Indemnification by the Stockholder. From and after In the Closing Dateevent of any ---------------------------------- registration of any Registrable Securities pursuant to this Registration Rights Agreement, the Stockholder and its successors and permitted assigns shall indemnify and hold harmless Buyer(i) the Company, its subsidiaries and affiliates and their respective stockholders(ii) the Company's directors, officers, directorsagents and advisors, employees (iii) each Person who participates as an underwriter in the offering or sale of Registrable Securities and agents (individually, a "Buyer Indemnified Party" and collectively, iv) each Person (if any) other than the Stockholder who controls the Company within the meaning of either the Securities Act or the Exchange Act (the "Buyer Company Indemnified Parties") ), from and against any and all Losses, joint --------------------------- or several, to which the Company Indemnified Parties or any of them may become subject, under the Securities Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, 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 consultantsthereof) 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 arise out of or resulting from: are based on (ix) any inaccuracy in untrue statement or breach alleged untrue statement 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 a material fact contained in any schedule Registration Statement 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 Prospectus in respect of such claims are collectively referred registration, including any amendment thereof or supplement thereto, or (y) any omission or alleged omission to herein as "Buyer Indemnifiable Lossesstate 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, if any such case such statement or alleged statement or omission or alleged omission was made in reliance on and in conformity with written information furnished to the Company by or on behalf of the Stockholder expressly for use in the preparation of such Registration Statement or Prospectus; and, subject to Section 6(c) hereof, the Stockholder shall reimburse the Company Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Loss, action or proceeding. In no event shall the liability of the Stockholder hereunder be greater in amount than the dollar amount of the gross proceeds (net of underwriting discounts and commissions) received by the Stockholder and/or any of its Affiliates upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Company Indemnified Party."

Indemnification by the Stockholder. From The STOCKHOLDER covenants and agrees that she will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORPS., the COMPANIES and the Surviving Corporations at all times, from and after the Closing date of this Agreement until the applicable Expiration 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, obligationsclaims, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penaltiesadjustments, costs and expenses (including the specifically, but without limitation, reasonable fees, disbursements attorneys' fees and expenses of attorneys, accountants and consultantsinvestigation) 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 PARENT, ACQUISITION CORPS., the COMPANIES or the Surviving Corporations as a result of or resulting from: arising from (i) any inaccuracy in or breach of any representation or warranty made by the Company representations and warranties of the STOCKHOLDER or the Stockholder in this Agreement (after giving effect to any update of COMPANIES set forth herein or on 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) Schedules or in any schedule or certificate certificates delivered in connection with this Agreement; herewith, (ii) any breach of any covenant or agreement made by on the Company part of the STOCKHOLDER or the Stockholder in this Agreement or in any schedule or certificate delivered in connection with COMPANIES under this Agreement; , or (iii) any Liability of liability under the Company for Taxes arising from an event 1933 Act, the 1934 Act or transaction occurring prior to the Closing (includingother federal or state law or regulation, without limitationat common law or otherwise, any Liability arising out of or based upon any item set forth untrue statement or alleged untrue statement of a material fact relating to the COMPANIES or the STOCKHOLDER, and provided to PARENT or its counsel by the COMPANIES or the STOCKHOLDER (but in Section 3.10 the case of the Disclosure ScheduleSTOCKHOLDER, only if such statement was provided in writing) and contained in the Registration Statement or any Liability for Taxes incurred as prospectus forming a result of the Section 338 Election; (iv) part thereof, or any Liability of the Stockholder under Section 1 of the Retention Agreements; amendment thereof or (v) any Liability relating to supplement thereto, or arising out of or based upon any item set forth omission or alleged omission to state therein a material fact relating to the COMPANIES or the STOCKHOLDER required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORPS., the COMPANIES or the Surviving Corporations to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDER provided, in Section 3.18 of writing, corrected information to PARENT's counsel and to PARENT for inclusion in the Disclosure Schedule. Claims under clauses (i) through (v) of this Section 11.2 are collectively referred to herein as "Buyer Indemnifiable Claims," final prospectus, and Losses in respect of such claims are collectively referred to herein as "Buyer Indemnifiable Lossesinformation was not so included or properly delivered."

Indemnification by the Stockholder. From Notwithstanding the Closing or the delivery of the Shares, the Stockholder indemnifies and agrees to fully defend, save and hold harmless on an after-tax basis SUNBELT, Sub, the Company (after the Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and affiliates (other than the Stockholder) (each a "SUNBELT Indemnified Party"), if a SUNBELT Indemnified Parry (including the Company after the Closing Date) shall at any time or from time to time suffer any Costs (as deemed in SECTION 9.7 below) arising, the Stockholder and its successors and permitted assigns shall indemnify and hold harmless Buyerdirectly or indirectly, 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, or shall pay or become obligated to pay any sum on account of, (i) any and all Stockholder Events of Breach (as defined below); (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 GCI SUBSIDIARY or the conduct of the business of the Company or the GCI SUBSIDIARY prior to the Closing Date (a "Stockholder Third Party Claim"); or (iii) any tax liability of the Company or GCI SUBSIDIARY arising out of the operation of the Company or GCI SUBSIDIARY by the Stockholder or their employees or their representatives prior to Closing. As used herein, "Stockholder Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in or breach of any representation of the Stockholder 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 warranty of the Stockholder or agreement made by the Company or the Stockholder contained 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 misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to this Agreement by the Stockholder or the Company (or any representative of any item set forth in Section 3.10 of the Disclosure ScheduleSUNBELT or Sub) and any Liability for Taxes incurred as a result of misrepresentation in or omission from any document furnished to SUNBELT or Sub in connection with the Section 338 Election; Closing, and (ivii) any Liability failure of the Stockholder under Section 1 of or the Retention Agreements; Company to duly perform or (v) observe any Liability relating to term, provision, covenant, agreement or arising out of any item set forth in Section 3.18 of condition on 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 part of such claims are collectively referred Stockholder or the Company to herein as "Buyer Indemnifiable Lossesbe performed or observed."

Indemnification by the Stockholder. From (a) The Company and after each of the Closing DatePrincipal Shareholders of the Company shall, the Stockholder severally (based upon each Principal Shareholder's Pro Rata Portion as defined in Article II hereof) 54 and its successors and permitted assigns shall indemnify not jointly, indemnify, defend, save and hold harmless BuyerParent and the Surviving Corporation, its subsidiaries their affiliates, and affiliates each of their successors and their respective stockholdersassigns, officers, directors, employees employees, agents and agents representatives (individually, a "Buyer Indemnified Party" and collectively, each of the "Buyer Indemnified PartiesPersons") from ), and against each of them, from, against, for and in respect of any and all damages, costs, disbursements, expenses, penalties, settlements, losses, obligations, liabilities, obligationsclaims, damagesactions or causes of action sustained or suffered (collectively, 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 the Buyer Indemnified Party Persons, or any of them (a) arising out of or resulting from: (i) any inaccuracy in or from a breach of any representation or warranty made by of the Company or the Stockholder Principal Shareholders contained in this Agreement (after giving effect to any update of the Disclosure Schedule after the date of this Agreement other than an update or made pursuant to Section 6.5(a)(i) of this Agreement after the date of this Agreement) or in any schedule certificate, instrument or certificate agreement delivered in connection with this Agreement; by any of such parties pursuant hereto or thereto, (iib) any arising from a breach of any covenant or agreement of the Company or the Principal Shareholders contained in or made pursuant to this Agreement or any instrument or agreement delivered by the Company or the Stockholder Principal Shareholders pursuant hereto or thereto; (c) for or in respect of claims for consultant, lawyer, investment bank, brokerage or finders' fees arising out of this Agreement except as set forth in the Disclosure Schedule or in this Agreement or in the transactions contemplated hereby by any schedule person alleging that they were engaged by the Company, the Shareholders or certificate delivered any affiliates or associates thereof; (d) arising from any third party claims or demands in connection with this Agreement; (iii) any Liability product or service sold, or otherwise in connection with the conduct of the Company for Taxes arising from an event or transaction occurring business of the Company, prior to the Closing Date that are asserted after the Closing Date and (e) any and all reasonable costs and expenses (including, without limitation, reasonable attorneys', accountants' and other professional fees and expenses) incurred by the Buyer Indemnified Persons, or any Liability arising out of them, in connection with any item set forth in Section 3.10 action, suit, proceeding, demand, assessment or judgment incident to any of the Disclosure Schedule) and any Liability for Taxes incurred as a result of the Section 338 Election; (iv) any Liability of the Stockholder matters indemnified against 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 (iSections 9.2(a) through (vd) hereof; provided, however, in all cases, the indemnification obligations of the Company pursuant to this Section 11.2 are collectively referred to herein as "Buyer Indemnifiable Claims," and Losses 9.2 shall terminate in respect of such claims are collectively referred to herein as "Buyer Indemnifiable Lossesall respects on the Effective Date."

Indemnification by the Stockholder. From and after the Closing DateSubject to Section 8.3, the Stockholder and its successors and permitted assigns shall agrees to indemnify and hold harmless BuyerGTS, its subsidiaries any Affiliate of GTS and affiliates and their respective stockholders, officers, the directors, officers and employees of GTS or any of its Affiliates from and agents against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable counsel fees and disbursements (individuallysingularly, a "Buyer Indemnified PartyLoss," and collectively, the "Buyer Indemnified PartiesLosses") 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) arising out of any kind claims by a third party or nature whatsoever between the parties hereto relating to: (a) liabilities or obligations of CCI (whether absolute, accrued, contingent or otherwise), whether existing as of the Closing or arising out of facts or circumstances existing at or prior to the Closing, and whether or not arising out of third-party claims and including all amounts paid in investigation, defense those liabilities or settlement obligations were known at the time of the foregoingClosing (except for those post-closing contractual obligations of the CCI specifically set forth on Schedule 8.1) including, without limitation, any Losses arising from any tax, environmental or regulatory matters; (a "Loss" or "Losses") sustained, suffered or incurred by any Buyer Indemnified Party arising out of or resulting from: (ib) any inaccuracy in failure or breach by the Stockholder of any representation or warranty made by the Company Stockholder in this Agreement, including any Exhibit, Schedule, employment or other agreement delivered by CCI 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; (iic) any failure to perform or breach by the Stockholder of any covenant covenant, agreement, obligation or agreement undertaking made by the Company CCI or Stockholder in this Agreement, including any Exhibit, Schedule or other agreement delivered by CCI or the Stockholder in pursuant to this Agreement or in Agreement; and (d) any schedule or certificate delivered failure after the Closing to perform any of the ongoing contractual obligations which are set forth on Schedule 8.1. GTS agrees that any for which it is to be paid in connection with the indemnification provided hereunder shall be in the following order (the "Set-Off Priority"): (i) recapture of the GTS Stock, up to a maximum value of $100,000, at a price per share recapture price equal to the per share price used to calculate the number of shares received by Stockholder pursuant to Section 2.2(ii) of this Agreement; provided, however, the Stockholder may elect, in his sole discretion, to make payment in cash in lieu of the recapture of GTS Stock; (ii) from amounts remaining due and owing from GTS to the Stockholder under the Promissory Note; (iii) any Liability of form 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 ElectionCash Consideration; (iv) any Liability of from cash benefits (i.e., bonuses, etc.) due to the Stockholder under Section 1 of the Retention AgreementsEmployment Agreement; or and (v) any Liability relating from salary payments due to or arising out of any item set forth in Section 3.18 of the Disclosure Schedule. Claims Stockholder 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 Lossesthe Employment Agreement."