SHAREHOLDER LOSSES Clause Samples
SHAREHOLDER LOSSES. (a) FYI and Newco jointly and severally agree to indemnify and hold harmless the Shareholders, and their respective agents, and attorneys, for and in respect of any and all Shareholder Losses (as defined below) suffered, sustained, incurred or required to be paid by any of the Shareholders by reason of (i) any representation or warranty made by FYI or Newco in or pursuant to this Agreement (including, without limitation, the representations and warranties contained in any certificate delivered pursuant hereto) being untrue or incorrect in any respect; (ii) any failure by FYI or Newco to observe or perform its covenants and agreements set forth in this Agreement or any other agreement or document executed by it in connection with the transactions contemplated hereby; or (iii) any liability arising from or based upon the operation of the Company subsequent to the Closing Date other than as a result of the breach of a representation or warranty set forth in Section 5 hereof, except in any instance and to the extent Shareholder Losses result from the negligence or misconduct of the Shareholders or any of them (with respect to periods prior to the Closing Date).
SHAREHOLDER LOSSES. (a) Buyer agrees to indemnify and hold harmless the Shareholder and its directors, officers, employees, representatives, agents and attorneys, from, against and in respect of any and all Shareholder Losses (as defined below) suffered, sustained, incurred or required to be paid by Shareholder by reason of (i) except as set forth in Section 10.10, any material failure by Buyer to observe or perform its covenants and agreements set forth in this Agreement or any other agreement or document executed by it in connection with the transactions contemplated hereby; (ii) any material liability for claims arising from or based upon the operation of the Company subsequent to the Closing Date; or (iii) any material liability arising from or based on the engagement by Buyer of any broker or agent.
SHAREHOLDER LOSSES. Section 7.2
SHAREHOLDER LOSSES. (a) LVCI agrees to indemnify and hold harmless the Shareholders, and their respective representatives, agents, attorneys, successors and assigns from, against and in
SHAREHOLDER LOSSES. (a) WRI and Newco, jointly and severally, agree to indemnify and hold harmless the Seller Indemnitors, and their respective agents and attorneys, from, against, for and in respect of any and all Shareholder Losses (as defined below) suffered, sustained, incurred or required to be paid by any of the Seller Indemnitors by reason of (i) any representation or warranty made by WRI or Newco in or pursuant to this Agreement (including, without limitation, the representations and warranties contained in any certificate delivered pursuant hereto) being untrue or incorrect in any material respect; (ii) any failure by WRI or Newco to observe or perform its covenants and agreements set forth in this Agreement or any other agreement or document executed by it in connection with the transactions contemplated hereby; and (iii) any liability for warranties or defective products arising from sales of goods manufactured or sold or services provided by WRI or the Surviving Corporation on or after the Closing Date; (iv) any failure by WRI or the Surviving Corporation to satisfy and discharge any liability or obligation expressly assumed by WRI or Newco pursuant to this Agreement; (v) any and all claims made by employees of the Company for workmen's compensation, medical insurance, disability, vacation, severance, sick benefits or other compensation arrangements to the extent the same are based on employment service rendered to WRI or the Surviving Corporation on or after the Closing Date; or (vi) any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the registration described in Section 6.7 (Registration of WRI Stock) of the Old Asset Purchase Agreement or in any amendment or supplement thereto or arising out of or based upon 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, except with respect to information furnished to WRI or the Surviving Corporation by the Seller Indemnitors or on such party's behalf.
SHAREHOLDER LOSSES. 10.1(c)(i) Shareholders Agreement . . . . . . . . . . . . . . . . . . . . . .4.3(b) Shareholders' Representative . . . . . . . . . . . . . . . . . . 11.1(a) Shareholders' Representative Member. . . . . . . . . . . . . . . 11.1(a) Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.10(a) Significant Clients. . . . . . . . . . . . . . . . . . . . . . . . .4.20 SOA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.10
SHAREHOLDER LOSSES. Section 8.2 Shareholder Maximum Indemnity.....................................Section 8.3(a) Shareholder Representative.......................................Section 6.10(a) Shareholders............................................................