Indemnification of Stockholder. The Company hereby agrees to indemnify and hold harmless Stockholder, her affiliates (other than the Company) and their respective officers, directors, trustees, partners (whether limited or general), members, interest holders, employees, agents and beneficiaries (and each of their respective heirs, executors and administrators, all such indemnified parties, the “Indemnitees”) from and against any and all expense (including reasonable attorneys’ fees, expert fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement), liability and loss incurred or suffered by any Indemnitee in connection with (a) any suit, claim, action, proceeding, investigation, inquiry or review of any kind by any third party or any judicial, governmental or stock exchange authority relating to the execution or performance of this Agreement by Stockholder or any other Indemnitee and (b) the breach by the Company of any representation, warranty or covenant of the Company contained herein (other than, in the case of each of clauses (a) and (b), any suit, claim, action, proceeding, investigation, inquiry or review relating to actions of the Stockholder in her capacity as an officer or director of the Company, in which case this Section 4.8 shall not apply and the Stockholder shall have the rights to indemnification and advancement of expenses provided under the By-laws of the Company and her contractual agreements with the Company) ((a) and (b) collectively, “Indemnified Claims”). Such right to indemnification shall include the right to be paid by the Company the expenses incurred in connection with any such matter in advance of its final disposition, such advances to be paid by the Company promptly upon receipt of evidence of any such amounts being due. An Indemnitee shall provide the Company with prompt notice of any Indemnified Claim of which it has become aware, provided that the failure to provide prompt notice shall not affect the Indemnitee’s right to indemnification hereunder, except to the extent such failure adversely affects the ability of the Company to defend such Claim. An Indemnitee shall not agree to settle or compromise any Indemnified Claim, except with the prior consent of the Company, such consent not to be unreasonably withheld. The Company shall not agree to settle or compromise any Indemnified Claim unless (a) such settlement or compromise includes a full release from any liability of all Indemnified Parties in connection th...
Indemnification of Stockholder. Whenever registration with respect to any shares of Stockholder's Restricted Shares is effected under the Securities Act pursuant hereto or when Restricted Shares are sold pursuant to a private placement, Vision 21 will indemnify and hold harmless the Stockholder and its directors and officers 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 may become subject under the Securities Act, the Exchange Act of 1934 (the "Exchange Act") or other federal or state statutory law or regulation, at common law or otherwise, 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 the Registration Statement, private placement memorandum or other document filed with the Commission, a material fact required to be stated or necessary to make the statements in such a document not misleading, provided that Vision 21 will not be liable to Stockholder 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 written information furnished to Vision 21 by Stockholder or through any attorney-in-fact for Stockholder, expressly for inclusion in the Registration Statement or any prospectus included in the Registration Statement or a private placement memorandum.
Indemnification of Stockholder. Buyer covenants and agrees to ------------------------------ indemnify and save and hold Stockholder harmless from and against any loss, expense, liability, claim or legal damages (including, without limitation, reasonable fees and disbursements of counsel and other costs and expenses incident to any actual or threatened claim, suit, action or proceeding) arising out of or resulting from any inaccuracy in or breach of any representation, warranty, covenant or agreement made by Buyer in this Agreement or in any writing delivered pursuant to this Agreement or at the Closing or the failure by Buyer to perform or observe any covenant, agreement or condition to be performed or observed by it pursuant to this Agreement. Buyer agrees to reimburse Stockholder promptly upon demand for any payment made or loss suffered by Stockholder at any time after the Closing Date in respect of any damage, loss, cost, expense, deficiency, liability, judgment, claim, action or demand to which the foregoing indemnity relates.
Indemnification of Stockholder. The Merger Sub (after the Closing), the Precept Transportation and Precept hereby agree to indemnify, defend and hold the Stockholder and his heirs, successors and assigns (each a "Seller Party" and collectively, the "Seller Parties") harmless from any and all Losses than any Seller Party may suffer or incur as a result of or relating to a breach of any agreement, representation, warranty or covenant made by the Precept Transportation, Precept, or, with respect to post-Closing agreements and covenants, the Merger Sub, in this Agreement or pursuant hereto, or in any exhibit, Disclosure Schedule or certificate delivered hereunder or in any document required to be delivered on the Closing Date by the Precept Transportation or Precept.
Indemnification of Stockholder. The Buyer shall indemnify and hold Stockholder, its subsidiaries, and their respective directors, officers, employees, and agents (collectively, the "Stockholder Parties") harmless from any and all Losses that any Stockholder Party may suffer or incur (a) as a result of or relating to the failure of any of the representations and warranties made by the Buyer in this Agreement to be true and correct in all respects at and as of the date hereof and at and as of the Closing Date (except that in determining the amount of Losses resulting from the breach or inaccuracy of any representation or warranty that is qualified by the concept of materiality, such qualification shall not be taken into account) ), and (b) as a result of or relating to the breach of any of any of the covenants or agreements made by the Buyer in this Agreement or (c) as a result of or relating to the failure of the Buyer to perform any of its covenants or agreements set forth herein which by its terms is to be performed after the Closing.
Indemnification of Stockholder. 37 10.3 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 10.4 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 ARTICLE 11 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Indemnification of Stockholder. UOL agrees to defend, indemnify and hold harmless the Stockholder and his successors and assigns (individually a "Transferor Indemnitee", and collectively the "Transferor Indemnitees") from, against and in respect of:
Indemnification of Stockholder. Omega shall indemnify, defend and hold Stockholder and its respective agents, representatives, heirs, successors and assigns harmless from any and all damage, loss, cost, obligation, claims, demands, assessments, judgments or liability (whether based on contract, tort, product liability, strict liability or otherwise), including taxes and all expenses (including interest, penalties and reasonable attorneys' and accountants' fees and disbursements) incurred by any of the above-names persons, resulting from or in connection with misrepresentations, breach of warranties or failure to perform any covenant or Agreement of Omega contained herein. Stockholder agree to give prompt notice to Omega of the assertion of any claim, or the threat or commencement of any suit, action, proceeding or other matter in respect of which indemnity may be sought under this SECTION 6.2. Omega may participate in the defense of any such suit, action, proceeding or other matter at Omega's expense. Omega shall not be liable under this SECTION 6.2 for any settlement effected without Omega's consent of any claim, suit, action, proceeding or other matter in respect of which indemnity may be sought under this SECTION 6.2, which consent shall not be unreasonably withheld.
Indemnification of Stockholder. The Company hereby agrees to indemnify Stockholder and each of its consultants, agents, attorneys, accountants and affiliates (each a "Stockholder Indemnified Party") against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees and expenses incurred by such Stockholder Indemnified Party in investigating or defending any such proceeding) (all of the foregoing, including associated costs and expenses being referred to herein as a Proceeding"), that may be incurred that are related, directly or indirectly, to (i) breach of this Agreement by the Company; (ii) the fairness of this transaction and this Agreement to the Company; and (iii) any claims related to the sale or resale of the Shares in violation of state or federal securities laws.
Indemnification of Stockholder. Subject to the limitations set forth in Section 4.8.3, CROSSWALK shall indemnify and hold harmless Stockholder from and against all losses, liabilities, claims, damages, costs or expenses (including, without limitation, reasonable expenses of investigation and reasonable attorney's fees and disbursements) suffered, incurred or paid:
