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 (collectively, "Indemnifiable Damages") 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 AAA Companies or any Shareholder in or pursuant to this Agreement, (iii) any inaccuracy in any certificate delivered by the AAA Companies or any Shareholder pursuant to this Agreement, (iv) any Claim (as such term is defined in Section 8.5 hereof), or (v) any matters set forth on Schedules 3.12, 3.29 and 3.19 attached hereto. 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 AAA Companies and the Shareholders hereunder been performed in full. Notwithstanding the foregoing, after the Effective Time, the maximum liability of the Shareholders for Indemnifiable Damages for any breach of the representations, warranties, covenants and agreements hereunder shall not exceed in the aggregate the Purchase Price (the "Indemnification Limitation"); provided, however, that any Indemnifiable Damages resulting from or arising out of (i) any Claim (as defined in Section 8.5) and (ii) any matters set forth in Schedules 3.12, 3.29 and 3.19, shall not be applied against or subject to the foregoing Indemnification Limitation. Republic hereby agrees to use its, and cause its subsidiaries to use their, reasonable efforts to mitigate any claim for Indemnifiable Damages hereunder, including but not limited to seeking recovery under applicable insurance policies or from third parties. Republic hereby agrees to promptly deliver to the Shareholders any insurance proceeds received by Republic or any of the AAA Companies after the Effective Time,
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.
(a) For purposes of this Agreement, "INDEMNIFIABLE DAMAGES" means, without duplication, 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 MTLM, on a pre-tax consolidated basis, to the extent (i) resulting from any breach of a representation or warranty made by the Company or the Shareholders in or pursuant to this Agreement, (ii) resulting from any breach of the covenants or agreements made by the Company or the Shareholders pursuant to this Agreement, or (iii) resulting from any inaccuracy in any certificate or environmental report delivered by the Company or any Shareholders pursuant to this Agreement.
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. 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. 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).
(a) For purposes of this Agreement, "Indemnifiable Damages" means, without duplication, the aggregate of all actual expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by MTLM, on a pre-tax consolidated basis to the extent (i) resulting from any breach or inaccuracy of a representation or warranty made by the Company or the Shareholders in or pursuant to this Agreement, (ii) resulting from any breach of the covenants or agreements made by the Company or the Shareholders pursuant to this Agreement, (iii) resulting from any inaccuracy in any certificate or environmental report delivered by the Company or any Shareholders pursuant to this Agreement, or (iv) resulting from, arising out of, relating to, in the nature of, or caused by any liability of the Company (x) for any Taxes of the Company with respect to any tax year or portion thereof ending on or before the Closing Date to the extent such Taxes are not reflected in the reserve for tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and tax income) shown on the face of the Current Balance Sheet (rather than any notes thereto) and (y) for the unpaid Taxes of any Person (other than the Company) as a transferee or successor by contract, or otherwise.
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 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.
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. 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. The Shareholders jointly and severally agree to indemnify and hold Republic harmless from and against the aggregate of all Indemnifiable Damages (as defined below).
(a) For purposes of this Agreement, "Indemnifiable Damages" means, without duplication, 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, on a pre-tax consolidated basis, to the extent not covered by insurance and (i) resulting from any breach of a representation or warranty made by the Shareholders in this Agreement, or (ii) resulting from any breach of the covenants or agreements made by any of the Duncxx Xxxpanies, ADC or any Shareholder in this Agreement.
