Indemnification of Shareholder. Whenever registration with respect to any shares of Shareholder's common stock is effected under the Securities Act pursuant hereto, Vision 21 will indemnify and hold harmless Shareholder, each underwriter, the directors, officers, employees and agents of each underwriter, and each person, if any, who controls each underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, (including any securities law violations) insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, provided that Vision 21 will not be liable to Shareholder to the extent that such loss, claim, liability, expense or damage is based on an untrue statement or omission made in reliance on and in conformity with information furnished to Vision 21 by Shareholder, or by Shareholder through any attorney-in-fact, expressly for inclusion in the registration statement or any prospectus included in such registration statement.
Indemnification of Shareholder. If any Shareholder or former Shareholder of any Series shall be held personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by such Shareholder, assume the defense of any claim made against such Shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.
Indemnification of Shareholder. The Purchaser will indemnify and hold Shareholder and its directors, officers, shareholders, partners, employees and agents (each, a "Shareholder Party") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation (collectively, "Losses") that a Shareholder Party may suffer or incur as a result of or relating to the failure of the representations and warranties of the Shareholder to be true and correct.
Indemnification of Shareholder. (a) Subject to Section 10.4, F5 Finishes agrees to indemnify Shareholder against and hold him harmless from:
Indemnification of Shareholder. If any Shareholder or former Shareholder of the Trust or any Series or any Class shall be held to be personally liable solely by reason of a claim or demand relating to such Person being or having been a Shareholder, and not because of such Person’s acts or omissions, the Shareholder or former Shareholder (or such Person’s heirs, executors, administrators, or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified against all loss and expense arising from such claim or demand, but only out of the assets held with respect to the particular Series of Shares of which such Person is or was a Shareholder and from or in relation to which such liability arose. The Trust, on behalf of the applicable Series, may, at its option, assume the defense of any such claim made against such Shareholder. Neither the Trust nor the applicable Series shall be responsible for satisfying any obligation arising from such a claim that has been settled by the Shareholder without the prior written notice to, and consent of, the Trust.
Indemnification of Shareholder. Xxxxx agrees to indemnify each Shareholder against any loss, damage, or expense (including reasonable attorney fees) suffered by any of the Shareholder from (1) any breach by Xxxxx of this Agreement or (2) any inaccuracy in or breach of any of Xxxxx'x representations, warranties, or covenants herein.
Indemnification of Shareholder. GLDI shall indemnify and hold harmless the Shareholder from, against and in respect of the full amount of any and all liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses (including without limitation fees and disbursements of trial and appellate counsel)(collectively, the "Indemnified Expenses") arising from, in connection with, or incident to any breach or violation of any or all of the representations, warranties, covenants and agreements made by GLDI in this Agreement.
Indemnification of Shareholder. SSCP agrees to indemnify the Shareholder against any loss, damage or expense (including reasonable attorneys' fees) suffered by any of the Shareholder from (1) any breach by SSCP of this Agreement; or (2) any inaccuracy in or breach of any of SSCP's representations, warranties or covenants herein. 9.03
Indemnification of Shareholder. Fairfield agrees to indemnify and hold Shareholder harmless from and against all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, reasonable attorneys' fees and expenses) incurred or suffered by Shareholder from or arising out of (a) any breach of a representation or warranty made by Fairfield in or pursuant to this Agreement, (b) any breach of the covenants or agreements made by Fairfield in this Agreement, (c) any inaccuracy in any certificate delivered by Fairfield pursuant to this Agreement, or (d) indebtedness of the Partnership under the existing construction financing/with Bank Atlantic, the existing receivables financing with Xxxxxx Financial, Inc., the existing guaranty of such indebtedness by shareholder, or any breach of the terms or provisions of such indebtedness or guaranty thereof, to the extent arising after the Closing or as a result of the consummation of the Merger.
Indemnification of Shareholder. By execution ------------------------------ of this Agreement, Unified hereby acknowledges that Shareholder shall be entitled to full indemnification by Unified of the following:
