Indemnification by Shareholders. Each Shareholder shall, severally and not jointly, to the extent permitted by applicable Law, indemnify and hold harmless REIT, its subsidiaries each of their respective trustees, directors, officers, employees, representatives and agents, in their capacity as such and each Person, if any, who controls REIT within the meaning of the Securities Act or the Exchange Act, and the heirs, executors, successors and assigns of any of the foregoing (collectively, the “REIT Indemnified Parties”) from and against any and all Covered Liabilities suffered, directly or indirectly, by any REIT Indemnified Party by reason of or arising out of any untrue statement or alleged untrue statement or omission or alleged omission contained or incorporated by reference in the Registration Statement under which the sale of Registrable Securities was registered under the Securities Act (or any amendment thereto), or any Prospectus, preliminary Prospectus, or free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) related to such Registration Statement or any amendment thereof or supplement thereto, in reliance upon and in conformity with information furnished to REIT by such Shareholder expressly for use therein; provided, however, that (i) the indemnity agreement contained in this Section 5.2 shall not apply to amounts paid in settlement of any such Covered Liability if such settlement is effected without the consent of such Shareholder (which consent shall not be unreasonably withheld), and (ii) in no event shall the total amounts payable in indemnity by a Shareholder under this Section 5.2 exceed the net proceeds received by such Shareholder in the registered offering out of which such Covered Liability arises. The indemnity in this Section 5.2 shall remain in full force and effect regardless of any investigation made by or on behalf of any REIT Indemnified Person. For the avoidance of doubt, a Shareholder is not a “REIT Indemnified Party.”
Indemnification by Shareholders. Subject to Section 5.04, each of the Shareholders, on its own behalf, and not on behalf of any other Shareholder, severally (and for greater certainty, not jointly with any other Shareholder) shall indemnify and save the Purchaser harmless for and from:
Indemnification by Shareholders. It shall be a condition precedent to the obligation of Company to include in any registration statement any Registrable Securities of Shareholders that Company shall have received from Shareholders an undertaking, reasonably satisfactory to Company and its counsel, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) Company, each director of Company, each officer of Company who shall sign the registration statement, and any person who controls Company within the meaning of the Securities Act, (i) with respect to any statement or omission from such registration statement, or any amendment or supplement to it, if such statement or omission was made in reliance upon and in conformity with information furnished to Company through a written instrument duly executed by Shareholders specifically for use in the preparation of such registration statement or amendment or supplement, and (ii) with respect to compliance by Shareholders with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement.
Indemnification by Shareholders. (a) The Purchaser and the Company and their respective Affiliates and their respective officers, directors, shareholders, agents, representatives, consultants, employees and affiliates, and all of their respective heirs, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") shall be indemnified and held harmless, jointly and severally by the Shareholders entitled to receive the Merger Consideration, solely out of the portion of the Merger Consideration deposited in the Escrow Account, against and in respect of the net amount (determined after deduction of the amount of any insurance proceeds recovered and any benefits inuring to the Purchaser as a result of the timing for income tax purposes of deductions for such losses as compared to the timing of recoveries under insurance or this Section 11.2):
Indemnification by Shareholders. Each Shareholder will indemnify and hold harmless, to the full extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities (or actions in respect thereto) and expenses to which any such Person may be subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in a Registration Statement or Prospectus or preliminary prospectus or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only if and to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made therein in reliance upon and in conformity with the information furnished in writing by such Shareholder specifically for inclusion therein. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the proceeds received by such Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons.
Indemnification by Shareholders. The Shareholders agree to indemnify, jointly and severally, and hold harmless Michxxx, xxs stockholders, directors, officers and each Person, if any, who controls Michxxx xxxhin the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Michxxx xx the Shareholders in Section 10(a) of this Agreement but only with reference to information relating to the Shareholders furnished in writing to Michxxx xx the Shareholders specifically for use in the Resale Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto); provided, however, that the Shareholders shall not be obligated to provide such indemnity to the extent that such Damages result from a failure of Michxxx xx promptly amend or take action to correct or supplement any such Resale Registration Statement or prospectus on the basis of corrected or supplemental information provided in writing by the Shareholders to Michxxx xxxressly for such purpose. In no event shall the liability of the Shareholders hereunder be greater in amount than the amount of the proceeds received by the Shareholders upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Indemnification by Shareholders. In connection with any offering in which any Shareholder is participating pursuant to this Agreement, each participating Shareholder agrees severally to indemnify and hold harmless the Company, any underwriter retained by the Company, each of their respective partners, directors, officers, Affiliates, stockholders, managers, members, employees, trustees, legal counsel and accountants, and each Person who controls the Company or such underwriter (within the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from the Company to the Shareholders, but only to the extent that Liabilities arise out of or are based upon a statement or alleged statement or an omission or alleged omission that was made solely in reliance upon and in conformity with information with respect to such Shareholder furnished in writing to the Company by or on behalf of the Shareholder expressly for use in such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto, including, without limitation, the information furnished to the Company pursuant to Section 3(c). In no event shall the liability of a Shareholder hereunder be greater in amount than the net proceeds received by the Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation except in the case of fraud by the Shareholder.
Indemnification by Shareholders. 42 8.3 Indemnification by Purchaser............................................... 45 8.4
Indemnification by Shareholders. Subject to the terms of this ------------------------------- Article 11, Shareholders hereby, jointly and severally, covenant and agree to indemnify, defend, save and hold harmless Buyer, IAI and the Company and their respective officers, directors, employees, agents, affiliates or any of their respective successors, assigns or personal representatives (collectively, the "Buyer Indemnified Parties"), from and against any demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the Buyer Indemnified Parties which arise out of or result from:
Indemnification by Shareholders. Each Shareholder jointly and -------------------------------- severally agrees to indemnify, defend and hold harmless FirstAmerica, Subsidiary and the Company and their respective directors, officers, employees, agents, affiliates, successors, assigns, representatives and attorneys from and against any and all claims, actions, proceedings, demands, assessments, damages, costs, liabilities and obligations of any nature whatsoever including, without limitation, reasonable attorneys' fees arising out of or relating to: (i) any breach of any representation or warranty made by a Shareholder herein or on any Schedule or any other document attached hereto or delivered in connection herewith; (ii) any nonfulfillment with any agreement or covenant required to be performed by any Shareholder pursuant to this Agreement; or (iii) any liability under the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, or any other federal or state law or regulation arising out of any untrue statement of a material fact relating to the Company or the Shareholders, and which is provided by the Company or the Shareholders.
