Indemnity by Shareholder Sample Clauses

Indemnity by Shareholder. Shareholder agrees to indemnify and hold Buyer and its directors, officers, Affiliates and agents harmless from and against (a) any and all loss, damage, liability or deficiency resulting from or arising out of any inaccuracy in or breach of any representation, warranty, covenant, certificate or obligation made or incurred by Shareholder or the Company herein, (b) any Claim by a third party against Buyer arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any certificate, instrument or document contemplated hereby, and (c) any and all costs and expenses (including reasonable attorneys’ and accountants’ fees) related to any of the foregoing. Subject the limitations set forth in Section 10.4, all amounts payable by Shareholder pursuant to this Section 10.1 shall be payable in cash up to an aggregate of $100,000. To the extent the amounts payable by Shareholder pursuant to this Section 10.1 exceed $100,000 in the aggregate, such amounts may be paid in either cash or in the form of Buyer Common Stock held by Shareholder at the option of Shareholder (with the fair market value thereof to be agreed upon by Shareholder and Buyer at the time of such payment or, if they cannot agree, then by an independent third-party jointly appointed by Shareholder and Buyer; provided that, in no event shall the fair market value of Buyer Common Stock be deemed to be less than the value of such stock at the Closing Date).
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Indemnity by Shareholder. 47 8.2. Indemnity by Buyer and Parent...........................................................................48 8.3. Procedures for Indemnification..........................................................................49
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Indemnity by Shareholder. 8.1.1. Subject to Sections 8.1.2 and 8.1.3, Shareholder agrees to indemnify Buyer and Parent and their Subsidiaries (including the Companies) and their respective employees, officers, directors, controlling persons, successors and assigns (collectively, the "Buyer Group"), and hold the Buyer Group harmless from and with respect to any and all Damages related to or arising directly or indirectly from (i) any inaccuracy in any representation or warranty made by Shareholder in this Agreement or (ii) any failure by Shareholder to perform any covenant, obligation or undertaking made by Shareholder in this Agreement.
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Indemnity by Shareholder. Shareholder agrees to and shall indemnify, defend, pay and hold Parent and the Surviving Company and their respective officers, directors, shareholders, employees, partners, affiliates, agents, successors and assigns (“Parent Indemnified Party”) harmless from and against all Liabilities (including costs of defense, settlement and reasonable attorney’s fees) asserted against any Parent Indemnified Party arising out of or resulting from any breach or falsity of any representation, warranty or covenant of Shareholder or the Company herein contained, or under any of the Ancillary Documents. If Shareholder is required to indemnify any Parent Indemnified Party hereunder, or if Parent or the Surviving Company are otherwise entitled to the recovery of money from Shareholder under any provision of this Agreement, Parent and the Surviving Company, in addition to such other rights as Parent and the Surviving Company may have under this Agreement and solely with respect to indemnification claims that have been finally determined, shall have the right to first (a) offset such amount against the amounts held in the Indemnification Holdback Account, then to (b) offset such amount against the amounts due Shareholder under this Agreement, and thereafter (c) demand payment from Shareholder. Notwithstanding anything to the contrary in this Agreement, Shareholder shall not be required to indemnify any Parent Indemnified Party for any Liabilities relating to warranties for products and services provided by the Company in the Ordinary Course of Business.
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Indemnity by Shareholder. To the extent permitted by law, Shareholder will indemnify and hold harmless Issuer, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls Issuer within the meaning of the Securities Act or the Exchange Act, any underwriter, any other Person selling securities in such registration statement and any controlling Person of any such underwriter or other Person, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act or other federal or state securities Law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Shareholder expressly for use in connection with such registration; and Shareholder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 3.02, in connection with investigating or defending any such loss, claim, damage, liability or Action; provided, however, that the indemnity agreement contained in this Section 3.02 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or Action if such settlement is effected without the consent of Shareholder (which consent shall not be unreasonably withheld, conditioned or delayed).
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Indemnity by Shareholder. Subject to Section 7.12, the Shareholder hereby agrees to indemnify, defend and hold harmless the Company and Newco (and their respective directors, officers, employees, Affiliates, successors and assigns), on an after-tax basis, from and against any losses, liabilities, damages, costs or expenses, including, without limitation, interest, penalties and reasonable fees and expenses of counsel (collectively, "Losses"), based upon, arising out of or otherwise resulting from (1) any inaccuracy in any representation or breach of any warranty of Shareholder, ECS or PTI contained in this Agreement or in any schedule or certificate delivered pursuant hereto or thereto or (2) the breach or nonfulfillment of any covenant, agreement or other obligation of Shareholder, ECS or PTI under this Agreement. The obligations of Shareholder, ECS or PTI under this Section 7.8 shall survive for a period of two years from Closing.
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Indemnity by Shareholder. The Shareholder, for a period of three full calendar years following the Closing, shall indemnify and hold the Purchaser and the Company harmless from and against, and will pay to the Purchaser upon demand, the full amount of any loss, demand, claim, damage, liability, cost or expense (including reasonable attorney’s fees) of any kind or nature whatsoever, absolute or contingent, which may be sustained or suffered by Purchaser or the Company, or any stockholder, officer or director of Purchaser or the Company due to the material breach or default in the performance of any agreement or covenant, or the inaccuracy of any representation, warranty, or certification of the Shareholder given in or pursuant to the Purchase Documents, or as a result of or attributable to the existence of any material fact or circumstance not disclosed in the Disclosure Schedule attached as Exhibit 2. Provided, however, there shall be no indemnity obligation until indemnified amounts equal or exceed $25,000. Except for the representations and warranties of Shareholder contained in Sections 2.3, 2.4, 2.5 and 2.6 of this Agreement, the aggregate and total liability of Shareholder pursuant to this Section 11.3 shall in no event exceed Two Million Dollars ($2,000,000). This indemnification shall include a right of offset against any amounts owed as Contingent Purchase Price pursuant to Section 1.3 of this Agreement.
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Indemnity by Shareholder 
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Related to Indemnity by Shareholder

  • Indemnity by Buyer Buyer shall release, indemnify and hold harmless Seller, its directors, officers, agents, and representatives against and from any and all loss, Claims, actions or suits, including costs and attorney’s fees resulting from, or arising out of or in any way connected with the Product delivered by Seller under this Agreement after the Delivery Point, including any loss, Claim, action or suit, for or on account of injury to, bodily or otherwise, or death of persons, or for damage to or destruction of property belonging to Buyer, Seller, or others, excepting only such loss, Claim, action or suit as may be caused solely by the willful misconduct or gross negligence of Seller, its Affiliates, or Seller’s and Affiliates’ respective agents, employees, directors or officers.

  • Indemnity by Seller (a) Seller shall release, defend, indemnify and hold harmless Buyer, its directors, officers, agents, attorneys, representatives and Affiliates (“Buyer Group”) against and from any Indemnifiable Losses, which arise out of or relate to or are in any way connected with (i) the Seller’s delivery of the Product to Buyer, (ii) Seller’s or its Affiliates’ ownership, development, construction, operation and/or maintenance of the Project, including the Unit(s) and Sites(s); (iii) Third Party Claims arising from Seller’s or its Affiliates’ actions or inactions, including Seller’s breach of this Agreement or other agreements related to the development, construction, ownership, operation or maintenance of the Project, Unit(s), Seller’s Portfolio, or Site(s); (iv) any environmental matters associated with the Project, including the disposal and transportation of Hazardous Substances by or on behalf of the Seller or at the Seller’s direction or agreement; (v) Third Party Claims arising under any agreement between Seller or its Affiliates and a Customer in Seller’s Portfolio; or (vi) resulting from Seller’s or its Affiliates’ violation of any applicable Law, or requirements of Transmission Provider, Utility Distribution Company, NERC, WECC or Reliability Organization; in each case including any loss, claim, action or suit, for or on account of injury to, bodily or otherwise, or death of, persons, or for damage to or destruction or economic loss of property belonging to Buyer, Seller, Seller’s Affiliates, Customers or others, excepting only such Indemnifiable Losses, to the extent solely caused by the willful misconduct or gross negligence of a member of the Buyer Group.

  • Indemnification by Shareholders Each Shareholder of Registrable Securities included in any Registration Statement filed pursuant to this Agreement shall, notwithstanding termination of this Agreement, severally and not jointly, (i) indemnify and hold harmless the Company, its officers and directors, 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 all other Shareholders against any losses, claims, damages or liabilities to which the Company, its officers or directors, such controlling persons or such other Shareholders may become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Shareholder, or any Issuer Free Writing Prospectus related to such registration, 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 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 furnished in writing to the Company by such Shareholder expressly for inclusion in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Shareholder shall be required to undertake liability to any Person under this Section ‎7(b) for any amounts in excess of the dollar amount of the net proceeds actually received by such Shareholder from the sale of such Shareholder’s Registrable Securities pursuant to such Registration Statement and such undertaking shall be several, not joint and several, among such Shareholders.

  • Indemnification by Stockholders Each Stockholder, if Registrable Securities held by it are included in the securities as to which a registration is being effected, agrees to, severally and not jointly, indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers, each other Person who participates as an Underwriter in the offering or sale of such securities, each Person who controls the Company or any such Underwriter (within the meaning of the Securities Act) and any other Person selling Common Shares in such Registration Statement against any and all Claims, insofar as such Claims arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (including any preliminary, final or summary prospectus and any amendment or supplement thereto) related to such registration, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, 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 the Stockholder or its representative for use therein; provided, however, that the aggregate amount which any such Stockholder shall be required to pay pursuant to this Section 5.2 shall in no event be greater than the amount of the net proceeds received by such Stockholder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such Claims less all amounts previously paid by such Stockholder with respect to any such Claims. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Stockholder or Underwriter.

  • Shareholder Liability Notice is hereby given that this Agreement is entered into on the Fund’s behalf by an officer of the Fund in his capacity as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Fund’s Trustees, officers, employees, agents or shareholders individually, but are binding only upon the assets and property of the Series.

  • Indemnification by Purchaser Purchaser shall indemnify, defend and hold Seller, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Seller Indemnitees”) harmless from and shall reimburse the applicable Seller Indemnitee for any Losses suffered or incurred by any Seller Indemnitee which result from:

  • Indemnity by Company Without limitation of any other indemnity provided to SCG, to the extent permitted by law, the Company will indemnify and hold harmless SCG and its officers, directors and each Person, if any, who controls SCG (within the meaning of the Securities Act or the Exchange Act), against any losses, claims, damages, liabilities and expenses (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, liabilities and expenses (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (ii) 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, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse SCG and its officers, directors and any controlling person thereof for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case for any such loss, claim, damage, liability, expense or action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by SCG or any officer, director or controlling person thereof.

  • Indemnity by You You will indemnify Siemens, our suppliers and contractors, and each of their respective employees, officers, directors, and representatives from and against, and, at Siemens’ option, defend Siemens from, any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney’s fees) arising from or in connection with: (i) Your Content; (ii) any violation of Laws or rights of others by your use of the Services; (iii) any breach by you of the DSA; (iv) operation, combination, or use of the Services in conjunction with any of Your Content and/or in conjunction with any Third Party software, materials, or services; (v) an adjustment or configuration of the Services made by you or a Third Party to which you facilitate or permit access to the Services, including Users; (vi) our compliance with designs, plans, or specifications provided to us by you or on your behalf; (vii) any claims by any User or any Third Party to which you facilitate or permit access to the Services; (viii) your use of Siemens’ trademarks, designations, and logos in breach of the authorization granted to you in a Specification Document; and (ix) the use of a Service for the operation of or within a High Risk System, if the functioning of a High Risk System depends on the proper functioning of a Service or a Service caused a High Risk System to fail. Section 7.1.1 shall apply mutatis mutandis.

  • Payment of Expenses by Shareholders The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

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