Indemnity Obligations of the Stockholders Sample Clauses

Indemnity Obligations of the Stockholders. Each of the Stockholders hereby jointly and severally agrees to indemnify and hold Acquisition Sub and ARC harmless from, and to reimburse Acquisition Sub and ARC for, any Acquisition Sub Indemnity Claims. For purposes of this Agreement, the term "Acquisition Sub Indemnity Claim" shall mean any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever resulting from (i) any breach of any representation and warranty of PCCC or the Stockholders which is contained in the Agreement, the PCCC Disclosure Schedule or any Exhibit hereto or any Transaction Document or certificate delivered pursuant hereto or thereto; (ii) any breach or non-fulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of PCCC or the Stockholders which are contained in or made pursuant to this Agreement or any Transaction Document; and (iii) all interest, penalties and costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 11.1.
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Indemnity Obligations of the Stockholders. Subject to the limitations set forth in Section 9(f)(i) below, each of the Stockholders hereby, severally, but not jointly, agrees to indemnify and hold Snydxx xxx the Surviving Corporation harmless from, and to reimburse Snydxx xxx the Surviving Corporation for, any Snydxx Xxxemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, the term "Snydxx Xxxemnity Claim" shall mean any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost or expense of any nature whatsoever resulting from (i) any breach of any representation and warranty of the Stockholders or MMD which is contained in this Agreement; (ii) any breach or non-fulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of the Stockholders or MMD which are contained in or made pursuant to this Agreement; (iii) any claim for periods prior to the Closing Date that results from the audit currently being conducted by the IRS (the "IRS Audit") regarding MMD's classification of sales representatives as independent contractors (an "IC Claim"); and (iv) all interest, penalties and costs and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 9(a).
Sample 1
Indemnity Obligations of the Stockholders. Subject to Sections ----------------------------------------- 12.5 and 12.6 hereof, each of the Stockholders, severally, in accordance with his percentage interest in the Share Consideration and limited in amount to the value of the APF Common Shares received by him, based upon the average per share closing price of the APF Common Shares for the first twenty trading days after the APF Common Shares are listed on NYSE (the "20 Day Average Price"), hereby agrees to indemnify and hold APF and the Surviving Corporation harmless from, and to reimburse APF and the Surviving Corporation for, any APF Indemnity Claims arising under the terms and conditions of this Agreement. For purposes of this Agreement, the term "APF Indemnity Claim" shall mean any loss, damage, deficiency, claim, liability, obligation, suit, action, fee, cost, or expense of any nature whatsoever resulting from (i) any material breach of any representation and warranty of the Stockholders or the Advisor which is contained in this Agreement or any Schedule, Exhibit, or certificate delivered pursuant hereto; (ii) any material breach or non-fulfillment of, or any material failure to perform, any of the covenants, agreements, or undertakings of the Stockholders or the Advisor which are contained in or made pursuant to this Agreement; and (iii) all interest, penalties, costs, and expenses (including, without limitation, all reasonable fees and disbursements of counsel) arising out of or related to any indemnification made under this Section 12.1.
Sample 1
Indemnity Obligations of the Stockholders. Subject to Section 12.5 and Section 12.6 hereof, each of the Stockholders, other than FARS (the “Indemnifying Stockholders”), hereby severally, in accordance with his or its Pro Rata Percentage of the Merger Consideration, agrees to indemnify and hold CHP and the
Sample 1

Related to Indemnity Obligations of the Stockholders

  • Obligations of the Seller The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2016-A Exchange Note or any 2016-A Lease or 2016-A Vehicle allocated to the 2016-A Reference Pool.

  • Obligations of the Holders In connection with the registration of the Registrable Securities, the Holders shall have the following obligations:

  • Conditions of the Obligations of the Purchasers The obligations of the several Purchasers to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

  • OBLIGATIONS OF THE BUYER a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock.

  • Conditions to Obligations of the Sellers The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Conditions to the Obligations of the Seller The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless waived in writing by the Seller:

  • Conditions to Obligations of the Seller The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

  • Obligations of the Purchasers In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations:

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