AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. The Shareholders agree, jointly and severally, to indemnify and hold Medical Manager, its Affiliates and their respective stockholders, directors, officers, employees, attorneys, agents, successors and assigns (the "Indemnified Parties") harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by the Indemnified Parties, arising out of or resulting from (i) any breach of a representation or warranty made by the Company or any Shareholder in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by the Company or any Shareholder in or pursuant to this Agreement, (iii) any inaccuracy in any certificate, instrument or other document delivered by the Company or any Shareholder pursuant to this Agreement or (iv) any Excluded Liabilities of the Company and its Affiliates which the Indemnified Parties are required to pay, (v) any matter identified on Schedule 3.12, (vi) the failure to obtain the consent of any landlord to the transactions contemplated under this Agreement, if such consent is required pursuant to the terms of any of the real estate leases set forth on Schedule 3.14, and (vii) any breach by CTF or the Shareholders of any representation, warranty, covenant or agreement under or made pursuant to the Asset Purchase Agreement (collectively, "Indemnifiable Damages"). Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, the Indemnified Parties shall have the right to be put in the same pre-tax consolidated financial position as it would have been in had each of the representations and warranties of the Company and the Shareholders hereunder been true and correct and had the covenants and agreements of the Company and the Shareholders hereunder been performed in full. Notwithstanding the foregoing provisions, no claim for Indemnifiable Damages (except for claims under clauses (ii), (iv), (v) and (vi) of this Section 8.1, and except for claims for breach of Section 5.8 or of the last sentence of Section 5.11), shall be asserted by the Indemnified Parties until the aggregate of all Indemnifiable Damages (i.e. the Indemnifiable Damages, in the aggregate under both this Agreement and under the Asset Purchase Agreement) exceeds the sum of Fifty Thousand Dollars ($50,000) (the "Indemnification Threshold"), in which case the Ind...
AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. The Shareholders agree to severally indemnify, defend and hold MTLM harmless (with each Shareholder's liability to MTLM being equal to such Shareholder's proportionate share, as set forth in Schedule 3.1 hereto, of any Indemnifiable Damages, subject to the limitations set forth in Section 8.1(e) below) from and against the aggregate of all Indemnifiable Damages (as defined below).
AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. The Shareholders agree, jointly and severally, to indemnify, defend and hold MTLM harmless from and against the aggregate of all Indemnifiable Damages (as defined below) if and when such Indemnifiable Damages exceed $500,000 in the aggregate, and then only to the extent of such excess.
AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. The Shareholders jointly and severally agree to indemnify and hold Republic harmless from and against the aggregate of all Indemnifiable Damages (as defined below).
AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. The Shareholders shall jointly and severally indemnify and hold the Company and the Purchaser harmless in respect of, the aggregate of all Indemnifiable Damages (as herein defined) of the Company and Purchaser, up to a maximum aggregate payment equal to (a) $14,190,748 plus the Earn-out Payment, minus (b) amounts past due under the 6.2m Note and any past due cash payments with respect to the Earn-out Payment (the "Cap").
AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. Subject to the terms set forth herein below, the parties agree to indemnify and hold each other harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities, and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by a party arising out of or resulting from (i) any material breach of a representation or warranty made by the other party in or pursuant to this Agreement, or (ii) any material breach of the covenants or agreements made by the other party in or pursuant to this Agreement.
AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. Each of the Shareholders agrees, severally and not jointly, to indemnify and hold AESP harmless from and against their proportionate share of the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by AESP arising out of or resulting from (i) any breach of a representation or warranty made by the Company or any of the Shareholders in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by the Company and any Shareholder in or pursuant to this Agreement (other than the covenant not to compete contained in SECTION 6.10 which shall be governed by Section 10.2 below), or (iii) any inaccuracy in any certificate delivered by the Company and/or any Shareholder pursuant to this Agreement (collectively, "Indemnifiable Damages"). Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, AESP shall have the right to be put in the same pre-tax consolidated financial position as it would have been in had each of the representations and warranties of the Shareholders hereunder been true and correct and had the covenants and agreements of the Company and the Shareholders hereunder been performed in full.
AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. Subject to the limitations set forth in this Article VI, the Shareholders, jointly and severally, agree to indemnify and hold Purchaser and its respective officers, directors and Affiliates (a "Purchaser Indemnified Party" and together the "Purchaser Indemnified Parties") harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, reasonable counsel and paralegal fees and expenses) incurred or suffered by any of the Purchaser Indemnified Parties arising out of or resulting from (i) any breach of a representation or warranty made by the Company or the Shareholders in this Agreement, (ii) any breach of a covenant or agreement made by the Company or the Shareholders in this Agreement, (iii) any tax or other liability of the Company arising from or relating to the treating of employees as independent contractors or any other worker classification issues, including but not limited to the employer and the employee's portion of social security taxes, federal unemployment taxes, state unemployment taxes, penalties, interest and related claims from workers based on any misclassification, (iv) any employee benefit plan liability of the Company arising from or relating to treating employees as independent contractors, including but not limited to required contributions to benefit plans, insurance plans, penalties and interest and related claims from workers based on the misclassification, (v) any claims of any third parties asserting a current or past ownership interest or other rights in the capital stock of the Company or (vi) any claims of any third parties arising from or related to the personal bankruptcy of Michxxx Xxxxxx (xxllectively, "Purchaser Indemnifiable Damages").
AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. After the Effective Time, the Shareholders jointly and severally agree to indemnify and hold Republic harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, reasonable related counsel and paralegal fees and expenses) incurred or suffered by Republic in excess of $250,000, arising out of or resulting from (i) any breach of a representation or warranty made by the Shareholders in or pursuant to this Agreement, except for matters disclosed to Republic prior to Closing pursuant to Section 5.6 hereof which matters were not known to the Shareholders prior to the execution hereof, (ii) any claims, suits or proceedings relating to or arising out of the distribution and spin-off by Incendere of its incinerator business and assets, or (iii) any inaccuracy in any certificate delivered by any of the Schaxxxxx Xxxpanies or any Shareholder pursuant to this Agreement (collectively, "Indemnifiable Damages"). Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, Republic shall have the right to be put in the same pre-tax consolidated financial position as it would have been in had each of the representations and warranties of the Shareholders hereunder been true and correct. The total Indemnifiable Damages shall not exceed $5,000,000 in the aggregate; provided, however, that up to an additional $2,500,000 of Indemnifiable Damages may be collected by Republic if required to indemnify Republic for Indemnifiable Damages arising out of any breach of the representations and warranties contained in Section 3.13 or Section 3.19(xvii) or arising out of the matters referred to in clause (ii) of the first sentence of Section 9.1.
AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. The Shareholders jointly and severally agree to indemnify and hold Republic harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by Republic arising out of or resulting from (i) any breach of a representation or warranty made by the Shareholders in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by the Company or any Shareholder in or pursuant to this Agreement, or (iii) any inaccuracy in any certificate delivered by the Company or any Shareholder pursuant to this Agreement (collectively, "Indemnifiable Damages"). Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, Republic shall have the right to be put in the same pre-tax consolidated financial position as it would have been in had each of the representations and warranties of the Shareholders hereunder been true and correct and had the covenants and agreements of the Company and the Shareholders hereunder been performed in full.
