Common use of By Shareholders Clause in Contracts

By Shareholders. Subject to the terms and conditions of this Article 9, if the Closing occurs, each Shareholder jointly and severally hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder contained in this Agreement or any certificate or schedule delivered by the Shareholders to the Buyer in connection with this Agreement or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. As used in this Article 9, the term "Claim" shall include: (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred by the claimant. Notwithstanding the foregoing paragraph, the obligations of the Shareholders to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or related to any inaccuracy or breach of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be solely recoverable from such Shareholder.

By Shareholders. Subject to the terms and conditions of this Article 9, if the Closing occurs0, each Shareholder Shareholder, jointly and severally severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "“Buyer's ’s Affiliates"”) and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's ’s Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement or any certificate or schedule delivered by the Shareholders to the Buyer in connection with this Agreement (regardless of whether such breach is deemed “material” for purpose of Section 0), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. Regardless of the foregoing, however, breaches of representations and warranties contained in Section 0 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this Article 90, the term "“Claim" ” shall include: include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred by the claimant. Notwithstanding the foregoing paragraph, the obligations of the Shareholders whether or not ultimately determined to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or related to any inaccuracy or breach of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be solely recoverable from such Shareholdervalid.

By Shareholders. Subject to the terms and conditions of this Article 9, if the Closing occurs8, each Shareholder Shareholder, jointly and severally severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder contained in this Agreement or any certificate or schedule delivered by the Shareholders made pursuant to the Buyer in connection with this Agreement or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. Regardless of the foregoing, however, breaches of representations and warranties contained in Section 3.2 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this Article 98, the term "Claim" shall include: include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred whether or not ultimately determined to be valid, provided however, to the extent the Company has specifically accrued for or reserved against the occurrence giving rise to the Claim, no claim shall exist to the extent of such accrual or reserve, including but not limited to, those items listed on Schedule 8.1; and provided further, that the amount of any Claim shall be adjusted to take into account the present value of any benefit realized by the claimant. Notwithstanding the foregoing paragraph, the obligations of the Shareholders to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations Indemnified Party (hereinafter defined) with respect to Claims arising out of or related to any inaccuracy or breach the subject matter of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be solely recoverable from such ShareholderClaim.

By Shareholders. Subject With respect to the terms representations and conditions of this warranties, covenants and agreements provided herein, any breach thereto shall first be resolved by making appropriate adjustments to the Purchase Price in accordance with Article 9, if the Closing occurs, each Shareholder jointly and severally hereby agrees to indemnify, defend 2. The shareholders shall indemnify and hold harmless Buyer, its Seminis or Hungnong and their directors, officers, employees employees, agents and controlled persons (hereinafter "Buyer's Affiliates") and the Company representatives harmless from and against any and all Claims asserted againstlosses, resulting toclaims, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder contained in this Agreement or any certificate or schedule delivered by the Shareholders to the Buyer in connection with this Agreement or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. As used in this Article 9, the term "Claim" shall include: (i) all debtsdamages, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys reasonable legal fees and expenses); , and taxes (iii"Losses") all demandsarising from any false or misleading representation and warranty, claimsa covenant or agreement made by shareholders hereunder. Further, suits, actions, costs any Losses incurred directly by Seminis as a result of investigation, causes of action, proceedings and assessments, in each case actually incurred any breach by the claimantshareholders of any representation, warranty, covenants and agreements hereto, shall be fully indemnified by the Shareholders; however, if Hungnong incurs such Losses, the shareholders shall either (i) fully indemnify Hungnong for the entire amount of the Losses or (ii) fully indemnify Seminis for 70% of the Losses of Hungnong provided the Shareholders have maintained a 30% interest in Hungnong (if the Shareholders' interest in Hungnong falls below 30%, the Losses for which Seminis shall be indemnified shall be increased in inverse proportion to the Shareholders' interest). Notwithstanding any provision contained herein to the foregoing paragraphcontrary, if the shareholders breach any of the obligations of the Shareholders to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or related to any inaccuracy or breach of such Shareholder's representations and warranties as set forth in Section 3.2 hereof or with respect to 6.4, and paragraphs 1,2,5,6,7,16,29, and 30 of Attachment III, any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either all Losses arising from such breach shall will not be solely recoverable from such Shareholderlimited by the amount of the Purchase Price.

By Shareholders. Subject to the terms and conditions of this Article 9, if the Closing occurs6, each Shareholder Shareholder, jointly and severally severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the 32 37 inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement or any certificate or schedule delivered by the Shareholders to the Buyer in connection with this Agreement or Agreement, (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement, (c) the litigation matters referred to in Schedule 3.9, or (d) the conduct of the MMA Business or operations of the Company prior to the Closing. Regardless of the foregoing, however, breaches of representations and warranties contained in Section 3.2 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this Article 96, the term "Claim" shall include: include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred by the claimant. Notwithstanding the foregoing paragraph, the obligations of the Shareholders whether or not ultimately determined to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or related to any inaccuracy or breach of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be solely recoverable from such Shareholdervalid.

By Shareholders. Subject to the terms From and conditions of this Article 9, if after the Closing occursDate, each Shareholder the Shareholders, --------------- jointly and severally hereby agrees to indemnifyseverally, defend shall indemnify and hold harmless BuyerBuyer and its successors and assigns, its and their respective officers, directors, officersemployees, employees shareholders, agents, Affiliates and controlled persons any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (hereinafter each, a "Buyer's AffiliatesBuyer Indemnified Party") and the Company from and against all Claims asserted againstany liabilities, resulting toclaims, imposed upondemands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by Buyersuch Buyer Indemnified Party in connection therewith including consequential damages) (collectively, Buyer's Affiliates "Damages") that such Buyer Indemnified Party may sustain, suffer or the Companyincur and that result from, directly or indirectly, by reason of, arising arise out of or resulting from relate to (a) the inaccuracy or any breach of any representation of the respective representations, warranties, covenants or warranty agreements of any Shareholder contained in this Agreement or any certificate or schedule delivered by in the Shareholders to the Buyer in connection with this Agreement or Closing Certificates, (b) any Environmental Condition existing on or before the Closing, and (c) any Liability of any Shareholder involving Taxes due and payable by, or imposed on the Company with respect to any Shareholder for any and all taxable periods ending on or prior to the Closing Date (whether or not such Taxes have been due and payable). Shareholder Indemnified Parties' obligations under this Section 10 are joint and several; provided that a Shareholder shall not be liable under this Agreement for an aggregate amount in excess of the portion of the Purchase Price received by such Shareholder minus any Taxes paid by such Shareholder on account of the Purchase Price; provided, further, that the Shareholders shall not have any obligation to indemnify Buyer from and against any Damages caused by the breach of any covenant of any Shareholder representation or the Company contained in this Agreement. As used in this Article 9, the term "Claim" shall include: (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred by the claimant. Notwithstanding the foregoing paragraph, the obligations warranty of the Shareholders contained in Section 3 until Buyer has suffered by reason of all such breaches Damages in excess of $50,000 in the aggregate (the "Deductible Amount"); at such time as to indemnifythe total amount of such Damages exceeds the Deductible Amount in the aggregate, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs Buyer shall be several and not joint obligations with respect entitled to Claims arising out indemnification against all Damages in excess of or related to any inaccuracy or breach of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be solely recoverable from such Shareholderthe Deductible Amount.

By Shareholders. For purposes of this Article 9, the term “Shareholder” shall include all holders of Closing Rights (other than such holders who hold only Share Units except to the extent of such holders’ interest in any Deferred Purchase Consideration). Subject to the terms and conditions of this Article 9, if each Shareholder, severally in proportion to his or her interest in Company as of the Closing occursEffective Time, each Shareholder jointly and severally hereby agrees to indemnify, defend and hold harmless BuyerNRC, its Sub and their respective directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's “NRC’s Affiliates"”) and Company after the Company Closing from and against all Claims asserted against, resulting to, imposed upon, or incurred by BuyerNRC, Buyer's Sub, NRC’s Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder Company contained in or made pursuant to this Agreement or any certificate or schedule delivered by the Shareholders to the Buyer in connection with this Agreement Agreement, or (b) the breach of any covenant of any Shareholder Company, Xxxx Xxxxxxx or the Company Xxxxxx Xxxxxxx contained in this Agreement. As used in this Article 9, the The term "Claim" “Claims” shall include: include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, reasonable settlements, reasonable costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and reasonable attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred by the claimant. Notwithstanding the foregoing paragraph, the obligations of the Shareholders whether or not ultimately determined to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or related to any inaccuracy or breach of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be solely recoverable from such Shareholdervalid.

By Shareholders. Subject to the terms and conditions of this Article 9, if the Closing occurs6, each Shareholder Shareholder, jointly and severally severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement or any certificate agreement or schedule instrument executed and delivered by the Shareholders pursuant to the Buyer in connection with this Agreement or Agreement, (b) the breach of any covenant or agreement of any Shareholder or the Company contained in this Agreement or any agreement or instrument executed and delivered pursuant to this Agreement, (c) the litigation matters referred to in Schedule 3.9 or any Claim against the Company and/or any Buyer Affiliate(s) by Willxxx X. Xxxxxxxx, xx his heirs or successors and assigns, relating to or arising out of his sale of shares of common stock of the Company to the Company and the Shareholders, or (d) the conduct of the Charing Business or operations of the Company prior to the Closing. Regardless of the foregoing, however, breaches of representations and warranties contained in Section 3.2 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this Article 96, the term "Claim" shall include: include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred by the claimant. Notwithstanding the foregoing paragraph, the obligations of the Shareholders whether or not ultimately determined to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or related to any inaccuracy or breach of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be solely recoverable from such Shareholdervalid.

By Shareholders. Subject to the terms and conditions of this Article 9, if the Closing occurs6, each Shareholder Shareholder, jointly and severally severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "“Buyer's ’s Affiliates"”) and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's ’s Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder contained in or made pursuant to this Agreement or any certificate or schedule delivered by the Shareholders to the Buyer in connection with this Agreement Agreement, or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. Regardless of the foregoing, however, breaches of representations and warranties contained in Section 3.2 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this Article 96, the term "“Claim" ” shall include: include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred by the claimantwhether or not ultimately determined to be valid. Notwithstanding any other provision to the foregoing paragraphcontrary in this Agreement, the obligations except for claims for breaches of representations or warranties contained in Section 3.2, Shareholders shall be liable hereunder only for an amount equal to twelve and one-half percent (12.5%) of the Shareholders to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or related to any inaccuracy or breach of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be solely recoverable from such Shareholderhereunder.

By Shareholders. Subject to the terms and conditions of this Article 9Section 8, if the Closing occurs, each Shareholder Shareholders shall jointly and severally hereby agrees to indemnify, defend and hold harmless Buyer, its shareholders, directors, officers, employees employees, agents and controlled persons representatives (hereinafter collectively, the "Buyer's AffiliatesIndemnified Parties") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates Indemnified Parties or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder contained in or made pursuant to this Agreement or any certificate or schedule delivered by the Shareholders to the Buyer in connection with this Agreement Agreement, or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement, other than any covenant or agreement not to cause or permit any representation or warranty herein or in any Ancillary Document to be inaccurate, incomplete or untrue (with respect to any such covenant, clause (a) above shall be operative). As used in this Article 9Section 8, the term "Claim" shall include: includes (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred by the claimant. Notwithstanding the foregoing paragraph, the obligations of the Shareholders whether or not ultimately determined to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or related to any inaccuracy or breach of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be solely recoverable from such Shareholdervalid.

By Shareholders. Subject to the terms and conditions of this Article 9, if the Closing occurs8, each Shareholder Shareholder, jointly and severally severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement or any certificate or schedule delivered by the Shareholders to the Buyer in connection with this Agreement (regardless of whether such breach is deemed "material" for purpose of Section 6.1), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. Regardless of the foregoing, however, breaches of representations and warranties contained in Section 3.2 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this Article 98, the term "Claim" shall include: include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred by the claimant. Notwithstanding the foregoing paragraph, the obligations of the Shareholders whether or not ultimately determined to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or related to any inaccuracy or breach of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be solely recoverable from such Shareholdervalid.

By Shareholders. Subject to Shareholders, other than the terms Rothxxxx Xxxily Trust and conditions of this Article 9Grosxxxx, if the Closing occursxxintly and severally, each Shareholder jointly and severally hereby agrees to shall indemnify, defend save and hold harmless BuyerJonex, its directorsxxe Surviving Corporation, officerstheir respective affiliates and subsidiaries, employees and controlled persons (hereinafter "Buyer's Affiliates") and the Company their respective representatives, from and against any and all Claims asserted againstcosts, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages (excluding in each case, consequential damages and lost profits), lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, and other losses resulting tofrom attorney's fees and all amounts paid in investigation, imposed upondefense or settlement of any of the foregoing less the amount of any related net tax benefits and net insurance benefits actually received by Jonex xx the Surviving Corporation (herein "Damages"), or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason ofin connection with, arising out of or of, resulting from or incident to (ai) the inaccuracy or any breach of any representation or warranty or the inaccuracy of any Shareholder contained in this Agreement or any certificate or schedule delivered representation, made by the Company or Shareholders in or pursuant to the Buyer in connection with this Agreement or Agreement; (bii) the any breach of any covenant or agreement made by the Company or Shareholders in or pursuant to this Agreement; (iii) the denial by the Internal Revenue Service of any Shareholder Tax Benefits, or portion thereof, that were taken into account in computing the Company contained in this Agreement. As used in this Article 9amount of Tax Credits Receivable, the term "Claim" shall include: which denial is confirmed pursuant to a Final Determination (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expensesas defined below); and (iiiiv) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case actually incurred by the claimant. Notwithstanding the foregoing paragraph, the obligations of the Shareholders to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or related to any inaccuracy or breach of such Shareholder's representations and warranties those items set forth in Section 3.2 hereof or with respect 3.22 of the Disclosure Schedule, but only to any breach of the extent that the Damages relating to such Shareholder's agreements items exceed the accrual and reserves for such items reflected on the Closing Balance Sheet, notwithstanding that such items are set forth in Section 5.2 hereof and made part of the Disclosure Schedule; provided, however, that the indemnity under this item (iv) shall exclude the costs and expenses of defending or prosecuting any amounts recoverable by Buyer such item. For purposes of the foregoing sentence, a "Final Determination" means (i) the entry of a decision of a court of competent jurisdiction from which an appeal may no longer be taken or (ii) the execution of a closing agreement or its equivalent between the taxpayer and the Internal Revenue Service. The indemnification made pursuant to item (iii) in connection with either such breach the immediately preceding sentence shall be solely recoverable from such Shareholder.survive until the expiration of the applicable statutes of limitations. (b)