Stockholders’ Indemnification. In connection with the Registration Statement, each such Stockholder will furnish to the Company such information as shall reasonably be requested by the Company for use in such registration statement or prospectus and shall severally, and not jointly, indemnify, to the extent permitted by law, the Company, its directors, officers, employees and agents against any losses, claims, damages, liabilities and expenses (under the Securities Act, at common law or otherwise), insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained on the effective date thereof in the Registration Statement, or any final prospectus included therein (in each case as amended or supplemented, including without limitation, any update pursuant to Rule 424(b) under the Securities Act), but only to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, written information furnished by such Stockholder, specifically for use in such registration statement or prospectus; provided, however, that the obligations of such Stockholders hereunder shall be limited to an amount equal to the proceeds to each Stockholder of Registrable Securities sold in connection with such registration.
Stockholders’ Indemnification. The Stockholders will, jointly and severally, indemnify and hold harmless the Company and each underwriter of the Company's securities under Section 1 and each person who controls the Company or such underwriters within the meaning of the Act and the Exchange Act, each officer of the Company who signs the registration statement and each director of the Company, against all losses, claims, expenses, damages or liabilities (including reasonable attorneys' fees), joint or several, to which the Company, such underwriter or such officer or director or controlling person become subject under the Act, insofar as such losses, claims, expenses, 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 under which such Registerable Securities were registered under the Act pursuant to Section 1 hereof, any prospectus contained therein which is utilized, or any amendment or supplement thereof, 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, and will (subject to Section 2(c)) reimburse the Company, each such underwriter and each such officer and director and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, expense, damage, liability or action; provided, however, that the Stockholders will be liable hereunder in any such case if and only to the extent that any such loss, claim, expense, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished to the Company by or on behalf of any Stockholder or any controlling person or affiliate of any Stockholder.
Stockholders’ Indemnification. The Company may require as a condition to including any Registrable Securities in any registration statement filed pursuant to Section A, that the Company shall have received an undertaking satisfactory to it from the Selling Stockholder and the underwriters, if the offering is underwritten, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section D) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, the attorneys for the Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed or provided by the Selling Stockholder. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer, attorney or controlling person and shall survive the transfer of such Registrable Securities by the Selling Stockholder.
Stockholders’ Indemnification. The Stockholders agree, jointly and severally, to defend (except as otherwise provided in Section 5.5.3), indemnify and hold Mesa, and each of its current and former Affiliates directors, officers, employees, and agents harmless from and against any loss, claim, liability, cost, expense or other damages (including reasonable attorneys’ fees) suffered or incurred by Mesa (each a “Mesa Loss”) which is caused by or arises out of: (a) any breach or default in the performance by any of the Stockholders of any covenant, term, provision or condition contained in this Agreement and any other agreement ancillary thereto (except for any employment contract which may be entered into between a Stockholder and either the Company or Infitrak); (b) any breach of any representation or warranty or covenant made by any of the Stockholders hereunder this Agreement; (c) the re-organisation before Closing by the Stockholders of the Company and Infitrak and their interests in those companies; and (d) any and all Litigation incident to any of the foregoing. Mesa would not be permitted to seek indemnification under this Section 5.4 until the aggregate of its claims exceeds Ten Thousand Dollars ($10,000 CDN) (with no minimum amount for each claim) and when such aggregate exceeds that threshold, Mesa shall be entitled to claim indemnification based on the first dollar of such Mesa Loss. The indemnification obligations of the Stockholders under Section 5.4(b) above shall not, under any circumstances exceed (1) in the case of the Stockholders collectively, the total Purchase Price actually paid to them hereunder and (2) in the case of each individual Stockholder together with the corporate Stockholder controlled by him, the total Purchase Price actually paid to them hereunder. Notwithstanding anything to the contrary herein, Mesa may not assert any claim under this Article V for any Mesa Loss (including with respect of any Taxes) in the event, and only to the extent, Mesa has already received any complete or partial recovery for such Mesa Loss as a result of any adjustment to the Purchase Price and/or to the extent Mesa has received economic or other credit in any manner for such Mesa Loss (including with respect of any Taxes) in connection with the settlement of the Final Working Capital Adjustment Amount.
Stockholders’ Indemnification. Subject to the limitations set forth in this Agreement, from and after the Effective Time, Stockholders in their respective ownership percentages set forth on Exhibit A shall indemnify and hold harmless the Buyer Indemnified Parties from and against all Losses incurred or sustained by the Buyer Indemnified Parties directly or indirectly as a result of (i) claims for breach of Company’s representations and warranties with respect to Taxes in Section 2.10, and (ii) claims for breach of Company’s representations and warranties with respect to its capitalization in Section 2.2. Notwithstanding the foregoing, there shall be no right to indemnification pursuant to this ARTICLE VII unless and until aggregate Losses in excess of $100,000 (the “Threshold Amount”) have been finally adjudicated, in which event Buyer Indemnified Parties shall be entitled to recover all such Losses in excess of the Threshold Amount.
Stockholders’ Indemnification. The Stockholder agrees to indemnify, defend, and hold harmless Buyer and Mergerco and their Affiliates and their respective officers, directors, employees and agents against and in respect of any and all losses, damages, claims, liabilities, actions, suits, proceedings, and costs and expenses of defense thereof, including reasonable attorney's fees and expenses which fees and expenses will be payable at least quarterly suffered or incurred by Buyer, Mergerco or any such other indemnified person by reason of, resulting from or arising out of (i) the breach or inaccuracy of any representation or warranty of Stockholder contained in this Agreement, and (ii) the breach by Stockholder of any covenant or other agreement which is contained in this Agreement.
Stockholders’ Indemnification. From and after the Effective Time, the Stockholder agrees to indemnify in full Parent, the Company, and their respective officers, directors, employees, agents, shareholders and Subsidiaries (collectively, the “Parent Indemnified Parties”) and hold them harmless against any loss, liability, deficiency, damage, expense or cost (including reasonable legal expenses), suffered, incurred or paid (collectively, “Losses”) by the Parent Indemnified Parties as a result of (i) any breach or inaccuracy of any of the representations and warranties of the Company contained in this Agreement or in any certificate delivered by the Company pursuant to the terms of this Agreement (in each case as supplemented or amended by any Schedule Update of the Company), or (ii) any breach of, or failure to perform, any covenant or agreement of the Stockholder or (prior to the Closing) the Company contained in this Agreement. Solely for purposes of determining the dollar amount of Losses with respect to any claim resulting from any breach or inaccuracy of a representation or warranty (but not for purposes of determining whether a breach or inaccuracy has occurred), all “material”, “materiality”, “in all material respects”, or “Material Adverse Effect” qualifications or exceptions in such representation or warranty shall be disregarded.
Stockholders’ Indemnification. (a) After the Closing Date, the Stockholders shall jointly and severally indemnify and hold PEC and PDC harmless against and in respect of all actions, suits, demands, judgments, costs and expenses (including reasonably attorneys' fees of PEC or PDC), but after giving effect to insurance recoveries, if any, relating to any misrepresentation, breach of any representation or warranty or non-fulfillment of any agreement on the part of the Stockholders under this Agreement. Any written notice of claim for indemnification shall be given to K Reynxxxx, xx representative of the Stockholders, by PEC or PDC within 30 days after it has knowledge of any misrepresentation or breach of warranty or non-fulfillment of any agreement on the part of the Stockholders, which may give rise to a claim for indemnification. This indemnification provided for in this Section 4.4(a) shall terminate and be of no further force and effect two years from the Closing Date, except (i) as to any representation or warranty as to which a written notice of claim for indemnification has been given to K Reynxxxx, xx representative of the Stockholders, prior to the expiration of such two-year period; and (ii) for a claim for indemnification for unpaid or undisclosed federal income tax liability given to K Reynxxxx, xx representative of the Stockholders, prior to the expiration of the applicable period of limitations.
Stockholders’ Indemnification. The Stockholders and Cook xxxntly and severally covenant and agree to indemnify, defend, protect and hold harmless Holdings, PetroChemNet, CheMatch and the Surviving Corporation and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (other than Cook xxx the Holdings director nominee of the Stockholders) (individually, a "PetroChemNet Indemnified Party") from, against and in respect of:
Stockholders’ Indemnification. Subject to the limitations set forth in Section 9.02 hereof, the Stockholders agree to indemnify and hold Purchaser harmless against any loss, damage or expense (including reasonable attorneys' fees) suffered by Purchaser or the Company resulting from (a) any breach by the Company or the Stockholders of any covenant, agreement or obligation under this Agreement; (b) any inaccuracy in or breach of any of the representations or warranties made by the Company or the Stockholders herein or in the Disclosure Letter; and (c) any inaccuracy or misrepresentation in the Disclosure Letter or in any certificate or affidavit delivered by the Company or the Stockholders at the Closing in accordance with the provisions of this Agreement.
