Indemnification by the Shareholders Sample Clauses

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on th...

Indemnification by the Shareholders. From and after the Closing, the Shareholders agrees to indemnify, defend and save Buyer and its Affiliates, and each of their respective officers, directors, employees or agents (each, an "Indemnified Buyer Party"), harmless from and against, and to promptly pay to an Indemnified Buyer Party or reimburse an Indemnified Buyer Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise) (individually a "Loss" and collectively, the "Losses") sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of (i) any misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder, (ii) any non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder, of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by the Company, any Shareholder, or any Affiliate of the Company or any Shareholder, (iii) any allegations by a third party that is not an Indemnified Buyer Party which, if true, would constitute a misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder or non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by any Shareholder, the Company or any or their respective Affiliates, (iv) any failure to obtain the consents set forth on SCHEDULE 3.7 hereto or (v) any obligation or liability, contingent or otherwise, of the Company or any Shareholder for brokers' or finders' fees or commissions in connection with the transactions contemplated by this Agreement or the Transaction Documents.

Indemnification by the Shareholders. The Shareholders, jointly ------------------------------------ and severally, hereby agree to indemnify and hold harmless TeleSpectrum, and its successors and assigns, (each, an "Indemnified TeleSpectrum Party") from and against any and all Liabilities, claims, demands, judgments, settlement payments, losses, costs, damages and expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified TeleSpectrum Party in connection therewith) (collectively, "Damages") that such Indemnified TeleSpectrum Party may sustain, suffer or incur that result from, arise out of or relate to (a) any breach of or any inaccuracy in any representation, warranty, covenant or agreement of either Shareholder contained in this Agreement, including any breach of the obligation to indemnify hereunder, (b) any Liability or obligation involving an Environmental Condition or which otherwise relates to, or involves a claim, Liability or obligation which arises out of or is based upon, any Environmental Law, to the extent that such Liability or obligation relates to or arises out of, in whole or in part, any activity occurring, condition existing, omission to act or other matter existing prior to the Closing Date, or (c) any Liability or obligation of either Shareholder involving taxes due and payable by, or imposed with respect to the either Company or either Shareholder for any all taxable periods ending on or prior to the Closing Date (whether or not such taxes have been due and payable).

Indemnification by the Shareholders. (a) The MAG Holders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any Breach of any representation or warranty made by the MAG Holders in Section 2 of this Agreement with respect to MAG as of the date of this Agreement; (ii) any Breach of any representation, warranty, statement, information or provision contained in the Target Disclosure Schedule related to Section 2 of this Agreement with respect to MAG, the Closing Certificate with respect to MAG or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of any MAG Holder or any Representative of any MAG Holder with respect to MAG; (iii) any Breach of any representation, warranty, covenant or obligation of any MAG Holder contained in any of the Transactional Agreements relating to MAG; or (iv) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(i)" through "(iii)" above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 7). (b) The OLWM Holders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (i) any Breach of any representation or warranty made by the OLWM Holders in Section 2 of this Agreement with respect to OLWM as of the date of this Agreement; (ii) any Breach of any representation, warranty, statement, information or provision contained in the Target Disclosure Schedule related to Section 2 of this Agreement with respect to OLWM, the Closing Certificate ...

Indemnification by the Shareholders. Subject to the terms and conditions of this Section, each of the Owners hereby, severally and jointly, agrees to indemnify, defend and hold harmless LKQ and its affiliates from, against, for, and in respect of any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) (collectively, “Damages”) incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any inaccuracy, untruth, or incompleteness of any representation or warranty of the Owners contained in or made pursuant to this Agreement or in any certificate, schedule or exhibit furnished by the Owners in connection herewith, (ii) any breach or partial breach of any covenant or agreement made by the Owners in this Agreement, or (iii) any claim relating to any Environmental Law and based upon the actions or inactions of the Company or the Owners prior to the Closing Date, including matters disclosed in the Disclosure Schedule. The right of LKQ to be indemnified from and after the Closing Date shall be subject to each of the following principles or qualifications: 9.1.1 LKQ shall be entitled to recover Damages arising out of the inaccuracy or untruth of any representation or warranty of the Owners only if the aggregate amount of all such Damages exceeds $250,000, but shall then be entitled to recover all such Damages, including such $250,000 amount, provided that LKQ shall not be entitled to recover Damages exceeding, in the aggregate, the Purchase Price; and provided further that such maximum aggregate limitation on recoverable Damages shall not apply to any claim based upon a breach of the representations and warranties made in Article 4 resulting from fraud. 9.1.2 Except as otherwise provided in Section 9.1.3, each of the representations and warranties made by the Owners in this Agreement or pursuant hereto shall survive until the second anniversary of the Closing Date. No claim for the recovery of Damages based upon the inaccuracy or untruth of such representations and warranties may be asserted after such representations and warranties shall be thus extinguished pursuant to this Section 9.1.2 or Section 9.1.3; provided, however, that claims first asserted in writing within the applicable period (whether or not the amount of any such claim has become ascertainable within such period) shall not thereafter be barred. 9.1.3 Notwithstanding the foregoing provisions of Section 9.1.2: (i) the representations ...

Indemnification by the Shareholders. (a) Subject to the limitations provided herein and, with respect to the representations and warranties, for so long as the representations and warranties contained in Articles III and IV hereof survive pursuant to Section 8.5, the Purchaser and its directors, officers, employees, agents, representatives and affiliates (collectively, the "Purchaser Indemnitees") shall --------------------- be indemnified and held harmless to the extent set forth in this Article VIII by each of the Shareholders, severally with respect to the representations and warranties contained in Article III hereof and jointly and severally with respect to the representations and warranties contained in Article IV hereof, in respect of any demands, claims, losses, liabilities, damages, costs and expenses whatsoever (including, without limitation, any fines, penalties and reasonable fees and disbursements of counsel in investigating or defending any of the foregoing) (collectively, the "Losses") incurred by the Purchaser Indemnitees as ------ a result of any inaccuracy or misrepresentation in or breach of any representation or warranty of the Company or the Shareholders in this Agreement or the Other Agreements; provided, however, that any claim for indemnification -------- ------- that would otherwise terminate pursuant to this paragraph (a) shall continue to survive if a notice of claim is filed in good faith by the Purchaser on or before such termination date based on facts reasonably expected to establish a valid claim under this Article VIII. (b) Subject to the limitations provided herein and, with respect to the covenants, agreements or obligations of the Company or the Shareholders in this Agreement, until the second anniversary of the Closing Date, the Purchaser Indemnitees shall be indemnified and held harmless to the extent set forth in this Article VIII by each of the Principal Shareholders, jointly and severally, in respect of any Losses incurred by the Purchaser Indemnitees as a result of any breach of or failure to perform any covenant, agreement or obligation of the Company or the Shareholders in this Agreement or the Other Agreements; provided, however, that any claim for indemnification that -------- ------- would otherwise terminate pursuant to this paragraph (a) shall continue to survive if a notice of claim is filed in good faith by the Purchaser on or before such termination date based on facts reasonably expected to establish a valid claim under this Article VIII. (...

Indemnification by the Shareholders. Subject to the limitations of Section 6.6, the Shareholders hereby agree to indemnify and hold harmless the Surviving Corporation and Parent in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which the Surviving Corporation or Parent (but without duplication) incurs as a result of the breach of: (A) any of the representations or warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Final Closing; or (C) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Preliminary Closing and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations of the Shareholders under this Section 6.2 shall survive the Preliminary Closing and the Final Closing and will terminate at the time specified in Section 6.6.

Indemnification by the Shareholders. The Shareholders jointly and severally covenant and agree that, notwithstanding the Closing, the delivery of any instruments of conveyance, and any liquidation or dissolution of the Company, and regardless of any investigation at any time made by or on behalf of Buyer or of any information Buyer may have in respect thereof, the Shareholders, jointly and severally will indemnify, hold harmless and defend, from, for and against any loss, damage, liability, deficiency or claim (including without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation or other proceeding) arising out of or resulting from, and will pay Buyer, the Company, and its affiliates on demand, the full amount of any sum which the Buyer, the Company, and their affiliates may pay or become obligated to pay on account of (i) any inaccuracy in any representation or the breach of any warranty made by any Shareholders or the Company hereunder; (ii) any failure of any Shareholders or the Company duly to perform or observe any term, provision, covenant, agreement or condition hereunder on the part of the Shareholders or the Company to be performed or observed; (iii) any debt, expense, claim, litigation or other action of any nature arising out of any act performed, or transactions entered into by the Shareholders or the Company prior to the Closing and asserted against the Buyer or the Company, including, but not limited to the claims against the Company set forth on Section 5.22 Schedule (a); (iv) any income, payroll, franchise and excise tax or other tax liability of the Company or the Shareholders for periods prior to the Closing unless such tax liabilities are specifically reserved for in the Closing Balance Sheet (iv) any loss, deficiency, debt, expense, claim, litigation, or other action of any nature arising out of or resulting from the inclusion in the Closing Balance Sheet or the existence on the date of Closing of a Defective Loan. In addition to its other remedies hereunder, Buyer shall have the right to set-off any claim arising hereunder against any amounts due the Shareholders by the Company or the Buyer at or subsequent to Closing. Each such Damage Claim is referred to herein as a "Buyer's Indemnified Loss".

Indemnification by the Shareholders. Subject to the terms and conditions of this Article 9, including the limitations set forth in Section 9.6 below, among others, from and after Closing, the Shareholders shall severally (and not jointly), based on each such Shareholder’s pro rata portion of the Earn-Out Consideration payable to such Shareholder (but in no event shall Bancorp’s pro rata portion of such Earn-Out Consideration be less than 95%), indemnify and hold harmless Parent and its Affiliates (including, from and after the Closing, the Company and its Affiliates) and the shareholders, directors, officers, partners, employees, successors, assigns, representatives and agents of each of them in their capacities as such (collectively, the “Parent Indemnified Persons” and each a “Parent Indemnified Person”), from and against, and the Shareholders shall not have, and shall have deemed to waive, any claim for contribution or indemnity against any such Parent Indemnified Person with respect to, any and all claims, losses, monetary damages, liabilities, fines, fees, penalties, expenses or costs (collectively, “Losses”), plus reasonable attorneys’ fees and expenses, including court costs and expert witness fees and costs, incurred in connection with Losses (in all, “Indemnified Losses”) incurred or to be incurred by any of them resulting from or arising out of: (a) the breach of the representations and warranties set forth in Section 3.20 (Company Capitalization) and Section 4.1 (Ownership); (b) [Reserved] (c) the breach of any agreement or covenant of the Company or Bancorp contained in Sections 6.1, 6.3, 6.4(a), 6.5(a) and 6.8; (d) any claims of any third party for Losses (“Third Party Losses” and individually, a “Third Party Loss”) attributable to disclosed or undisclosed liabilities that arise out of the conduct or activities of the Business prior to the Closing Date but only to the extent such Third Party Losses would have existed as of the Closing Date had they been asserted by any such third parties as of such date (other than Third Party Losses relating to federal Taxes, which shall be governed by Section 9.2A below); provided that for purposes of this Section 9.2(d), any such Third Party Loss or Losses shall be, and the Shareholders shall only be required to indemnify the Parent Indemnified Parties to the extent of the amount of any such Third Party Loss or Losses, measured as of the Closing Date and at no point thereafter, following (1) the application of any applicable insurance proceeds...

Indemnification by the Shareholders. In connection with any Registration Statement in which any Shareholder's Registrable Securities are registered and sold, the participating Shareholders shall furnish to the Company the information and affidavits as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agree, jointly and severally, to indemnify and hold harmless, to the full extent permitted by law, the Company, its officers directors and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement, Prospectus, preliminary Prospectus or any application filed under the Blue Sky Laws or necessary to make the statements therein not misleading, to the extent, but only to the extent, that the untrue statement or omission is contained in any information or affidavit so furnished by the Shareholder to the Company specifically for inclusion in the Registration Statement, Prospectus or application filed under the Blue Sky Laws. The Company shall be entitled to receive indemnities from 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 by the Persons specifically for inclusion in any Prospectus or Registration Statement.