Agreement to Indemnify Parent Indemnified Parties Sample Clauses

Agreement to Indemnify Parent Indemnified Parties. (1) From and after the Closing (but subject to this Section 10.03), each Stockholder (each, a “Stockholder Indemnifying Party” and collectively, the “Stockholder Indemnifying Parties”) shall severally (based on each such holder’s aggregate pro rata amount of Class A Merger Consideration, Class B/C Merger Consideration and Class B Redemption Consideration reflected on the Merger Consideration Schedule), and not jointly, indemnify and hold harmless Parent (and after Closing, the Company Group) and their officers, directors, agents, representatives and employees, and each person, if any, who controls or may control Parent (and after Closing, the Company Group) within the meaning of the Securities Act or the Exchange Act (each hereinafter referred to individually as a “Parent Indemnified Party” and collectively as the “Parent Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, demands, Taxes, charges, suits, penalties, costs, and expenses (including (i) court costs, (ii) attorneys’ fees and (iii) other expenses incurred in investigating and preparing for, or otherwise in connection with, any litigation or proceeding, but excluding (x) any special, exemplary or punitive damages and (y) the actual or imputed value of the services or time of employees, officers or directors of the applicable party(ies)) (collectively, “Damages”), associated with a breach of any covenant or agreement in this Agreement of the Stockholder Representative, any Company Group Member with respect to covenants to be performed prior to the Closing, and any Specified Stockholder; provided, that, in no event will a Stockholder Indemnifying Party’s indemnification obligation exceed the aggregate consideration reflected on the Merger Consideration Schedule paid to such Stockholder Indemnifying Party, and no Stockholder Indemnifying Party shall be liable or responsible, directly or indirectly, for any Damages for any breach of a covenant or agreement hereunder specifically and solely applicable to another Stockholder; provided, further, that the payment of any Damages arising from or related to any Special Indemnification Matters will be governed exclusively by Section 10.03(b)(iii)(A)(2) (and shall not be subject to payment as set forth in this Section 10.03(b)(iii)(A)(1)) and shall be subject to the additional limitations therein. For the avoidance of doubt, none of the representations and warranties of the parties in this Agreement or in any instrument de...
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Agreement to Indemnify Parent Indemnified Parties. Following the Closing, subject to the terms and conditions of this Article 6, each Company Stockholder who is entitled to payment pursuant to Section 2.6 (each, a “Company Indemnifying Party” and collectively, the “Company Indemnifying Parties”) shall, (i) except with respect to clauses (a)(ii) and b(ii) below, severally and not jointly, based on its Pro Rata Share, and (ii) with respect to clauses (a)(ii) and b(ii) below, severally and not jointly as to such Company Stockholder only, indemnify, defend and hold harmless each of Parent and its respective Affiliates (including, for the avoidance of doubt, the Company Group after Closing), officers, directors, agents, representatives, shareholders and employees (each hereinafter referred to individually as a “Parent Indemnified Party” and collectively as the “Parent Indemnified Parties”) from and against any and all Damages incurred by a Parent Indemnified Party, directly or indirectly, whether or not due to a Third Party Claim, arising out of or resulting from or in connection with:
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Related to Agreement to Indemnify Parent Indemnified Parties

  • MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.

  • Indemnified Persons The Trustee, the Master Servicer, the Company, the Trust Fund and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

  • Indemnified Parties Section 8.2

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:

  • Seller Indemnification Seller will defend and indemnify Trust Depositor, the Trust, the Trustees, any agents of the Trustees and the Noteholders against any and all costs, expenses, losses, damages, claims and liabilities, joint or several, including reasonable fees and expenses of counsel and expenses of litigation arising out of or resulting from (i) this Agreement or the use, ownership or operation of any Motorcycle by Seller or the Servicer or any Affiliate of either, (ii) any representation or warranty or covenant made by Seller in this Agreement being untrue or incorrect (subject to the second sentence of the preamble to Article III of this Agreement above), and (iii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or in any amendment thereto or the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement was made in conformity with information furnished to Trust Depositor by Seller specifically for use therein. Notwithstanding any other provision of this Agreement, the obligation of Seller under this Section 6.01 shall not terminate upon a Service Transfer pursuant to Article VIII of the Sale and Servicing Agreement and shall survive any termination of that agreement or this Agreement.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.

  • Purchaser Indemnification The Purchaser shall indemnify and hold harmless Seller and its directors, officers, partners and each Person, if any, that controls Seller, within the meaning of either the Securities Act or the Exchange Act, against any and all losses, claims, damages, penalties, fines, forfeitures or liabilities to which Seller or any such director, officer, partner or controlling Person may become subject, under the Securities Act, the Exchange Act or otherwise, to the extent that such losses, claims, damages, penalties, fines, forfeitures or liabilities (or actions in respect thereof) arise out of the servicing of the Mortgage Loans by a successor servicer, out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering document prepared in connection with any Reconstitution 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, in light of the circumstances in which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to information set forth in any information provided by the Purchaser set forth in any offering document prepared in connection with any Reconstitution, and the Purchaser shall in each case reimburse Seller and each such director, officer, partner or controlling Person for any legal or other expenses reasonably incurred by Seller, and each such director, officer or controlling Person, in connection with investigating or defending any such loss, claim, damage, liability, penalties, fines, forfeitures or action, as such expenses are incurred.

  • Cowen Indemnification Cowen agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.

  • Third Party Indemnification The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

  • Licensee Indemnification Licensee shall and shall cause its affiliates to indemnify, defend and hold harmless NCIT and its Subcontractors and their Representatives and successors and assigns (each, a “NCIT Indemnitee”) from and against any and all Losses incurred by such NCIT Indemnitee in connection with any Action that arises out of or relates to this Agreement or any of the following:

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