Indemnity by Seller and the Shareholders Sample Clauses

Indemnity by Seller and the Shareholders. Seller and the ---------------------------------------- Shareholders and their successors, jointly and severally, shall indemnify, save, and hold harmless Buyer from and against any "Damages" as hereinafter defined. "Damages," as used herein, shall mean and include any loss, damage, cost, expense or other liability (including any loss, cost, expense or other liability, reasonable attorneys' fees and costs incurred in trial and appellate proceedings) which Buyer may incur or suffer by reason of or arising out of (i) any breach or default in the performance by Seller or the Shareholders of any covenant or agreement of Seller or the Shareholders contained in this Agreement; (ii) any breach of warranty or inaccurate or erroneous representation made by Seller or the Shareholders herein or in any certificate or other instrument delivered by or on behalf of the Seller or Shareholders pursuant hereto or (iii) other than Assumed Liabilities, any liabilities of Seller, including without limitation those arising from Seller's failure to pay when due or otherwise discharge all liabilities relating to the Business and its operations prior to the Effective Time that are not Assumed Liabilities; provided Seller shall be entitled to contest any liabilities in good faith so long as no lien or charge is imposed on the Purchased Assets or Buyer as a result thereof. The foregoing indemnity is not intended to include any damages caused by Buyer in the conduct of the Business following the Closing. Buyer shall be entitled to exercise all remedies provided by law in the event of Seller's or either Shareholder's breach of any representation, warranty, covenant or agreement; provided, however that, to the extent applicable, Buyer agrees to use reasonable efforts to obtain payment from the insurance provided for in Section 11.5 before pursuing its remedies against Seller or the Shareholders hereunder.
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Indemnity by Seller and the Shareholders. Seller and the Shareholder shall, jointly and severally, indemnify and hold Purchaser and VideoLan Parent harmless from and against, and shall pay to Purchaser and VideoLan Parent the full amount of, any loss, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to Purchaser and VideoLan Parent, respectively, either directly or indirectly, from (a) any litigation pending at the date hereof, by or affecting Seller, its business or the Assets; (b) any claims against Purchaser and VideoLan Parent for products liability that are based upon acts or deeds of Seller or its agents or employees before the date hereof; (d) any inaccuracy in any representation or warranty, or any breach of any covenant or agreement, by Seller or the Shareholder contained in this Agreement or in any of the Other Agreements; and (e) any of the Liabilities, except for those described on Schedule 2.06.
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Indemnity by Seller and the Shareholders. Provided that the transactions contemplated by this Agreement are consummated, Seller and the Shareholders hereby, jointly and severally, agree to indemnify, defend and hold harmless the Buyer and ABT from and against all liabilities, losses, costs or damages whatsoever (including expenses and reasonable fees of legal counsel) ("Claims") arising out of or relating to Claims made prior to the Survival Date or the Extended Survival Date, if applicable, in the event that it is determined that such Claims arise out of or from or are based upon (i) the inaccuracy in any material respect of any representation or warranty contained in Section 4 or in any agreement, document or certificate executed and delivered by Seller and any of the Shareholders pursuant hereto made by Seller and the Shareholders; and (ii) the non-performance by the Seller and the Shareholders in any material respect of any covenant, agreement or obligation to be performed by the Seller and/or the Shareholders under this Agreement or any such agreement, instrument or certificate executed and delivered by Seller and/or any of the Shareholders. In addition to the other indemnities provided hereunder, from and after Closing, Seller and the Shareholders, jointly and severally, agree to indemnify and save harmless ABT and the Buyer, and any successors thereto, of and from any Claims under or pursuant to:
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Indemnity by Seller and the Shareholders. Seller and the ---------------------------------------- Shareholders, jointly and severally, shall indemnify, defend, and hold Buyer harmless from and after the Closing Date against and in respect of:
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Indemnity by Seller and the Shareholders. Subject to the provisions of Sections 6.1 and 6.4, Seller and the Shareholders, jointly and severally, shall indemnify, save and hold harmless Buyer, Parent and any of their assigns (including lenders) and all of its shareholders, officers, directors, employees, representatives, agents, advisors and consultants and all of their respective heirs, legal representatives, successors and assigns (collectively the "Buyer Indemnified Parties") from and against any and all damages, liabilities, losses, loss of value (including the value of adverse effects on earnings), claims, deficiencies, penalties, interest, expenses, fines, assessments, charges and costs, including reasonable attorneys' fees and court costs (collectively "Losses") arising from, out of or in any manner connected with or based on:
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Indemnity by Seller and the Shareholders. Subject to Section 10.2, Seller and the Shareholders covenant and agree that they will, jointly and severally, indemnify and hold harmless WCI and WCW and their respective directors, officers and agents and their respective successors and assigns (collectively the "INDEMNITEES"), from and after the date of this Agreement, against any and all losses, damages, assessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation), expenditures, including, without limitation, any "ENVIRONMENTAL SITE LOSSES" (as such term is hereinafter defined) identified by a WCI Indemnitee with respect to each of the following contingencies until the expiration of the applicable statute of limitations (all, the "INDEMNITY EVENTS"):
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Indemnity by Seller and the Shareholders 
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Related to Indemnity by Seller and the Shareholders

  • Indemnification of the Company and the Selling Stockholders The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and each of the Selling Stockholders to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following information in the Prospectus furnished on behalf of the Underwriter: the concession figure appearing in the sixth paragraph and the information concerning short selling and purchasing contained in the eleventh and twelfth paragraphs under the caption “Underwriting” (collectively, the “Underwriter Information”).

  • Covenants of the Company and the Selling Shareholders (a) The Company covenants and agrees with the several Underwriters that:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenants with each Underwriter as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement and the Closing Date that:

  • Indemnification of Company and Selling Stockholders The Underwriter will indemnify and hold harmless the Company, each of its directors and each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and any Selling Stockholder, each of its directors and officers and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, (each, an “Underwriter Indemnified Party”) against any losses, claims, damages or liabilities to which such Underwriter Indemnified Party may become subject, under the Act, the Exchange Act, or other Federal or state statutory law or regulation 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 the Registration Statement at any time, any Statutory Prospectus at any time, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that 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 such Underwriter through the Underwriter specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by such Underwriter Indemnified Party in connection with investigating or defending against any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Underwriter Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such information furnished by the Underwriter consists of the following information in the Final Prospectus: the concession and reallowance figures appearing in the fourth paragraph under the caption “Underwriting,” the information contained in the fourth, seventh and eleventh paragraphs and information with respect to stabilization transactions appearing in the sixteenth paragraph, in each case under the caption “Underwriting.”

  • Representations and Warranties of the Company and the Selling Shareholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • Representations and Warranties of the Company and the Selling Stockholders (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

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