Stockholder Indemnification. (a) Subject to the indemnification limitations set forth in this Contribution Agreement, from and after the Contribution Closing Date, the Indemnity Holdback Amount shall be used to indemnify and hold harmless the Company, the Operating Partnership and each of their respective directors, officers, employees, agents, representatives and Affiliates (each of which is a “Company Indemnified Party”) from and against any and all Losses in excess of the greater of (i) 4.5% of the Indemnity Holdback Amount or (ii) $250,000, in each case in the aggregate, arising out of or relating to, asserted against, imposed upon or incurred by such Company Indemnified Party in connection with or as a result of any breach of a representation, warranty or covenant of the Contributor or Stockholder in the Transaction Agreements or in any schedule, exhibit, certificate or affidavit or any other document delivered by the Contributor or the Stockholder pursuant to the Transaction Agreements; provided, however, that the Stockholder shall not have any obligation under this Section 5.02 to indemnify any Company Indemnified Party against any Losses to the extent that such Losses arise by virtue of the Company’s breach of this Contribution Agreement, gross negligence, willful misconduct or fraud; provided further, however, that, to the extent such Losses relate to breach of a representation, warranty or covenant of the Contributor regarding a Person or the assets and liabilities of a Person that the Company or the Operating Partnership has or acquires an interest in from a Person other than the Contributor, the indemnification pursuant to this Section 5.02 shall be limited to the portion of such Losses attributable to the interest acquired from the Contributor pursuant to this Contribution Agreement. The Stockholder hereby grants to the Company a security interest in the Company Shares held as the Indemnity Holdback Amount to secure the indemnification obligations set forth in this Section 5.02.
Stockholder Indemnification. The Stockholder and any Permitted Transferees jointly and severally agree to indemnify and hold harmless, to the extent permitted by applicable Law, the Company, its Affiliates, its and their respective directors, officers, partners, members and agents and each Person, if any, who controls the Company (within the meaning of the Securities Act or the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable, documented expenses of investigation and reasonable, documented attorneys’ fees and expenses) caused by, arising out of or relating to any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto (including Takedown Prospectus Supplement) covering the resale of any Registrable Securities by or on behalf of the Stockholder or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit furnished in writing by the Stockholder for use in connection with such Registration Statement, which shall be limited to the Stockholder’s name, address and number of shares of Registrable Securities owned by the Stockholder. Notwithstanding the foregoing, the Stockholder shall not be liable for any amounts in excess of the net proceeds received by the Stockholder from sales of Registrable Securities pursuant to the Registration Statement to which the claims relate. This indemnity shall be in addition to any liability the Stockholder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the transfer of such securities by the Company.
Stockholder Indemnification. The Company agrees to indemnify and hold harmless (i) each Stockholder, (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), each Stockholder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “Controlling Person”) and (iii) the respective officers, directors, fiduciaries, general and limited partners, stockholders, members, managers, employees, representatives and agents (and the directors, fiduciaries, general and limited partners, stockholders, members, managers, employees, representatives and agents thereof) of each Stockholder or any Controlling Person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as a “Stockholder Indemnitee”) from and against any and all losses, damages, judgments, proceedings, reasonable out-of-pocket expenses, and other liabilities (collectively, the “Liabilities”), including, without limitation and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing or defending any proceeding by any Governmental Agency, commenced or threatened, including to the extent hereinafter provided, the reasonable fees and expenses of outside counsel to any Stockholder Indemnitee, joint or several, directly or indirectly related to, based upon, arising out of or in connection with (x) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (as amended or supplemented if the Company shall have furnished to such Stockholder Indemnitee any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (y) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration, and the Company will reimburse any such Stockholder Indemnitee for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred, except to the extent such Liabilities arise out of or are based upon (i) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and...
Stockholder Indemnification. (i) The Company agrees to indemnify and hold harmless each Stockholder, its respective directors, officers, partners, members, managers, Affiliates and controlling persons (each, an “Stockholder Indemnitee”) from and against any and all liability, including, without limitation, all obligations, costs, fines, claims, actions, injuries, demands, suits, judgments, proceedings, investigations, arbitrations (including stockholder claims, actions, injuries, demands, suits, judgments, proceedings, investigations or arbitrations) and reasonable expenses, including reasonable accountant’s and reasonable attorney’s fees and expenses (together the “Losses”), incurred by such Stockholder Indemnitee before or after the date of this Agreement to the extent arising out of, resulting from, or relating to (i) such Stockholder Indemnitee’s purchase and/or ownership of any Company Common Stock or Common Unit or (ii) any litigation to which any Stockholder Indemnitee is made a party in its capacity as a stockholder or owner of securities (or as a director, officer, partner, member, manager, Affiliate or controlling person of any Stockholder) of the Company; provided, that the foregoing indemnification rights in this Section 3.1(b)(i) shall not be available to the extent that (a) any such Losses are incurred as a result of such Stockholder Indemnitee’s willful misconduct or gross negligence; (b) any such Losses are incurred as a result of non-compliance by such Stockholder Indemnitee with any laws or regulations applicable to it; or (c) subject to the rights of contribution provided for below, to the extent indemnification for any Losses would violate any applicable law or public policy. For purposes of this Section 3.1(b)(i), none of the circumstances described in the limitations contained in the proviso in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Stockholder Indemnitee as to any previously advanced indemnity payments made by the Company under this Section 3.1(b)(i), then such payments shall be promptly repaid by such Stockholder Indemnitee to the Company. The rights of any Stockholder Indemnitee to indemnification hereunder will be in addition to any other rights any such party may have under any other agreement or instrument to which such Stockholder Indemnitee is or becomes a party or...
Stockholder Indemnification. Subject to the terms of the Escrow Agreement, each of the Stockholders of OSI and each of the holders of Stock Units (collectively, for purposes of this Article VII, the “Indemnifying Stockholders”) shall, from and after the Effective Time, jointly and severally, indemnify and hold harmless Buyer and the Surviving Corporation and their respective Affiliates, officers, directors, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (each of the foregoing, an “Acquiror Indemnified Person”), from and against any and all losses, liabilities, damages, claims, suits, settlements, costs and expenses, including costs of investigation, settlement, and defense and reasonable legal fees, court costs, and any interest costs or penalties (collectively, such items, as they relate to Acquiror Indemnified Persons under this Section 7.1 or OSI Indemnified Stockholders under Section 7.2, are referred to as “Indemnifiable Losses”) arising out of:
Stockholder Indemnification. From and after the Merger I Effective Time (but subject to the limitations in this Section 5), the Stockholder Indemnitors shall hold harmless and indemnify the Purchaser Indemnitees, from and against, and shall compensate and reimburse the Purchaser Indemnitees for any Loss which is directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise directly or indirectly become subject (regardless of whether or not such Loss relates to any third-party claim) and that arises directly or indirectly from or as a result of, or are directly or indirectly connected with:
Stockholder Indemnification. In the case of each offering registered pursuant to this Section 5, the Stockholder will furnish, or cause to be furnished, in writing, to the Company information regarding such holder's ownership of Voting Securities and its intended method of distribution thereof and, to the extent permitted by law, agrees to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, and the directors and officers of the Company, against any Losses, with respect to any statement in or omission from such registration statement or prospectus contained in such registration statement (as amended or supplemented if amended or supplemented as aforesaid), if such statement or omission shall have been made in reliance upon and in conformity with information furnished in writing to the Company by the Stockholder, specifically for use in connection with the preparation of such registration statement or prospectus contained in such registration statement or any such amendment thereof or supplement thereto; except that the Stockholder will not be required to contribute any amount in excess of the net proceeds received by such Stockholder from the sale of Voting Securities registered and sold pursuant to the registration statement that is the subject of any such Losses.
Stockholder Indemnification. (a) From and after the Closing, and subject to Section 6.1 and this Section 6.3, including the limitations herein, Newco and Parent hereby jointly and severally agree to indemnify and hold harmless the former stockholders of the Company and the Option Holders and their directors, officers and employees (each a "STOCKHOLDER INDEMNIFIED PERSON" and, collectively, the "STOCKHOLDER INDEMNIFIED PERSONS") (a Parent Indemnified Person or a Stockholder Indemnified Person, as applicable, are referred to herein as an "INDEMNIFIED PERSON") for, from and against any Losses arising out of (i) the breach of any representation or warranty of Newco or Parent contained in or made pursuant to this Agreement, (ii) the breach by Newco or Parent of, or the failure by Newco or Parent to perform, any of its or their covenants or other agreements contained in this Agreement, or (iii) any obligation or liability of the Company or any of its Subsidiaries which is included in the Financial Statements or in the calculation of Final Closing Working Capital. For purposes of this Section 6.3, any breach of any representation, warranty or covenant shall be determined without regard to any materiality or material adverse effect qualification.
Stockholder Indemnification. The Escrow Shares, Escrow Fund and Escrow Note shall be available to satisfy the reimbursement and indemnity obligations of the Stockholders to the Parent Indemnitees contained in Section 1.10 and Section 8.2 of the Merger Agreement, subject to the limitations, and in the manner provided, in the Merger Agreement and this Agreement.
Stockholder Indemnification. Notwithstanding anything contained herein to the contrary, no Stockholder shall be liable for indemnification under SECTION 14 of this Agreement in excess of such Stockholder's pro rata share of the Stock Purchase Consideration and such liability shall be several; provided, however, that the Blocks shall be jointly and severally liable to the extent of the total Stock Purchase Consideration paid to both of them.
