Common use of AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY Clause in Contracts

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 Indemnified Parties shall be entitled to the full amount of Indemnifiable Damages in excess of $50,000. Notwithstanding the foregoing or any other provision of this Agreement, the parties agree that the aggregate Indemnifiable Damages that may be paid by the Shareholders and the Company, other than for claims under Section 5.8, shall not exceed the sum of the Purchase Price. If any indemnity payment is made hereunder by the Company or by either Shareholder, then the Shareholders and the Company shall each be subrogated to any rights which Medical Manager would have had against third parties in the absence of such indemnity.

AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. The Shareholders and the Company 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 Agreementassignment of the real estate leases set forth on Schedule 3.14, if such consent is required pursuant to the terms of any of the real estate leases set forth on Schedule 3.14such leases, and (vii) any breach by CTF CTT or the Shareholders of any representation, warranty, covenant or agreement under or made pursuant to the Asset Stock 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 5.115.8), shall be asserted by the Indemnified Parties until the aggregate of all Indemnifiable Damages (i.e. the Indemnifiable Damages, in the aggregate aggregate, under both this Agreement and under the Asset Stock Purchase Agreement) exceeds the sum of Fifty Thousand Dollars ($50,000) (the "Indemnification Threshold"), in which case the Indemnified Parties shall be entitled to the full amount of Indemnifiable Damages in excess of $50,000. Notwithstanding the foregoing or any other provision of this Agreement, the parties agree that the aggregate Indemnifiable Damages that may be paid by the Shareholders and the Company, other than for claims under Section 5.8, shall not exceed the sum of the Purchase PricePrice and the Receivables Debt. If any indemnity payment is made hereunder by the Company or by either Shareholder, then the Shareholders and the Company shall each be subrogated to any rights which Medical Manager would have had against third parties in the absence of such indemnity.

AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. The Shareholders agree, jointly and severally (except that the Shareholders shall be severally, but not jointly, liable for any breach of Section 6.6) agree to indemnify and hold Medical Manager, its Affiliates Kellxxxxx xxx each of the Kellxxxxx Xxxpanies and each of their respective stockholdersofficers, directors, officers, employees, attorneys, agents, successors attorneys and assigns Affiliates (each a "Kellxxxxx Xxxemnified Party" and collectively the "Indemnified Kellxxxxx Xxxemnified Parties") harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related reasonable counsel and paralegal fees and expenses) incurred or suffered by any of the Indemnified Parties, Kellxxxxx Xxxemnified Parties arising out of or resulting from (i) any breach of a representation or warranty made by Certified or the Company Shareholders (or any Shareholder either of them) in or pursuant to this AgreementAgreement (including the schedules hereto and any certificates executed and delivered by Certified or the Shareholders (or either of them) pursuant to or in connection herewith), (ii) any breach of the covenants a covenant or agreements agreement made by Certified or the Company Shareholders (or any Shareholder either of them) in or pursuant to this Agreement, (iii) any inaccuracy in any certificate, instrument statement made by Certified or other document the Shareholders (or either of them) in any certificate executed and delivered by Certified or the Company Shareholders (or any Shareholder either of them) pursuant to or in connection with this Agreement or Agreement, (iv) any Excluded Liabilities liability of Certified or the Shareholders (or either of them) for income Taxes arising from or relating to any Pre-Closing Period (whether or not disclosed in this Agreement or disclosed, referenced or incorporated by reference in any of the Company and its Affiliates schedules hereto) in an amount which exceeds the Indemnified Parties are required to payamount set forth or reserved therefor in the Adjusted Closing Date Balance Sheet, (v) any matter identified Environmental Liabilities (whether or not disclosed in this Agreement or disclosed, referenced or incorporated by reference in any of the schedules hereto) arising from or relating to any facts, circumstances or events occurring on Schedule 3.12or prior to the Closing Date with respect to Certified or its business or the Property, except for any Environmental Liabilities arising from any change in any law, rule or regulation following the Closing Date, (vi) the failure to obtain the consent any claims of any landlord third parties arising from or relating to any facts, circumstances or events occurring on or prior to the transactions contemplated under Closing Date with respect to Certified or its business other than those (a) arising from a change in any law, rule or regulation following the Closing Date, (b) set forth or reserved for on the Adjusted Closing Date Balance Sheet, or (c) expressly and specifically disclosed in this Agreement, if such consent is required pursuant to the terms of Agreement or any of the real estate leases set forth on Schedule 3.14schedules hereto, and (vii) any breach by CTF claims, obligations or the Shareholders of any representation, warranty, covenant liabilities arising from or agreement under or made pursuant relating to the Asset Purchase Agreement business and operations of QC Metallurgical, Inc. (collectively, "Indemnifiable Kellxxxxx Xxxemnifiable Damages"). Without limiting Notwithstanding the generality foregoing provisions or anything contained herein to the contrary, (a) no claim for Kellxxxxx Xxxemnifiable Damages shall be asserted by the Kellxxxxx Xxxemnified Parties until the aggregate of all Kellxxxxx Xxxemnifiable Damages exceeds Three Hundred Thousand Dollars ($300,000) (the "Kellxxxxx Xxxemnification Threshold"), at which time the Kellxxxxx Xxxemnified Parties shall only be entitled to the aggregate amount by which the Kellxxxxx Xxxemnifiable Damages exceeds the Kellxxxxx Xxxemnification Threshold, PROVIDED, HOWEVER, that the Kellxxxxx Xxxemnification Threshold shall not apply to (i) any Kellxxxxx Xxxemnifiable Damages arising under subsections (iv) or (vii) of this Section 9.1 above, (ii) a breach of any covenant or agreement of Shareholders contained in Article II, Section 6.6, Section 6.10 or Section 6.23 hereof, or (iii) any Kellxxxxx Xxxemnifiable Damages arising with subsection (v) of this Section 9.1 which constitute Remediation Costs, and (b) the total Kellxxxxx Xxxemnifiable Damages for which the Shareholders shall be liable hereunder shall not exceed an aggregate of Eight Million Dollars ($8,000,000) (the "Kellxxxxx Xxxemnification Cap"), PROVIDED, HOWEVER, that the Kellxxxxx Xxxemnification Cap shall not apply to and there shall be no limitation or restriction whatsoever on the liability of the foregoing, Shareholders under this Article IX for Kellxxxxx Xxxemnifiable Damages with respect to or arising from any one or more of the measurement following, and no Kellxxxxx Xxxemnifiable Damages arising therefrom shall be included in determining whether the Kellxxxxx Xxxemnification Cap has been met: (i) a breach 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 any one or more of the representations and or warranties set forth in the first or last sentence of Section 4.1, or in Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 4.13 or the Company and the Shareholders hereunder been true and correct and had the covenants and agreements sixth sentence of the Company and the Shareholders hereunder been performed in full. Notwithstanding the foregoing provisionsSection 4.15(a), no claim for Indemnifiable Damages (except for claims under clauses (ii), ) any Kellxxxxx Xxxemnifiable Damages arising under subsections (iv), (v) and or (vivii) of this Section 8.19.1 above, and except for claims for breach (iii) any act of Section 5.8 fraud in connection with the execution, delivery 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 Indemnified Parties shall be entitled to the full amount of Indemnifiable Damages in excess of $50,000. Notwithstanding the foregoing or any other provision performance of this Agreement, the parties agree that the aggregate Indemnifiable Damages that may be paid by the Shareholders and the Companyincluding, other than for claims under without limitation, any fraudulent representation or warranty made in or pursuant to this Agreement, or (iv) a breach of any covenant or agreement contained in Article II or Section 5.86.6, shall not exceed the sum of the Purchase Price. If any indemnity payment is made hereunder by the Company Section 6.10 or by either Shareholder, then the Shareholders and the Company shall each be subrogated to any rights which Medical Manager would have had against third parties in the absence of such indemnitySection 6.23 hereof.

AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. The Shareholders agree, jointly and severally, severally agree to indemnify and hold Medical Manager, its Affiliates and their respective stockholders, directors, officers, employees, attorneys, agents, successors and assigns (the "Indemnified Parties") 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 the Indemnified PartiesRepublic (collectively, "Indemnifiable Damages") arising out of or resulting from (i) any breach of a representation or warranty made by the Company or any Shareholder Shareholders in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by the Company AAA Companies or any Shareholder in or pursuant to this Agreement, (iii) any inaccuracy in any certificate, instrument or other document certificate delivered by the Company AAA Companies or any Shareholder pursuant to this Agreement or Agreement, (iv) any Excluded Liabilities of the Company and its Affiliates which the Indemnified Parties are required to payClaim (as such term is defined in Section 8.5 hereof), or (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 matters set forth on Schedule 3.14Schedules 3.12, 3.29 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")3.19 attached hereto. Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, the Indemnified Parties 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 Company and the Shareholders hereunder been true and correct and had the covenants and agreements of the Company 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 provisionsIndemnification Limitation. Republic hereby agrees to use its, no and cause its subsidiaries to use their, reasonable efforts to mitigate any claim for Indemnifiable Damages (except for claims hereunder, including but not limited to seeking recovery under clauses (ii), (iv), (v) and (vi) of this Section 8.1, and except for claims for breach of Section 5.8 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 last sentence of Section 5.11), shall be asserted by AAA Companies after 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 Indemnified Parties shall be entitled to the full amount of Indemnifiable Damages in excess of $50,000. Notwithstanding the foregoing or any other provision of this Agreement, the parties agree that the aggregate Indemnifiable Damages that may be paid by the Shareholders and the Company, other than for claims under Section 5.8, shall not exceed the sum of the Purchase Price. If any indemnity payment is made hereunder by the Company or by either Shareholder, then the Shareholders and the Company shall each be subrogated to any rights which Medical Manager would have had against third parties in the absence of such indemnity.Effective Time,

AGREEMENT BY THE SHAREHOLDERS TO INDEMNIFY. The Shareholders agree, jointly and severally, severally agree to indemnify and hold Medical Manager, its Affiliates and their respective stockholders, directors, officers, employees, attorneys, agents, successors and assigns (the "Indemnified Parties") 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 the Indemnified Parties, Republic arising out of or resulting from from: (ia) any breach of a representation or warranty made by the Shareholders, the Taorminas or the Company or any Shareholder in or pursuant to this Agreement, ; (iib) any breach of the covenants or agreements made by the Shareholders, the Taorminas or the Company or any Shareholder in or pursuant to this Agreement, ; or (iiic) any inaccuracy in any certificate, instrument or other document certificate delivered by the Shareholders, the Taorminas or 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 With respect to the measurement of Indemnifiable Damages, the Indemnified Parties Republic shall have the right to be put in the same preafter-tax consolidated financial position as it would have been in had each of the such representations and warranties of the Company and the Shareholders hereunder been true and correct and had the such covenants and agreements of the Company and the Shareholders hereunder been performed in full. Notwithstanding anything to the foregoing provisionscontrary contained herein (other than the proviso at the end of this sentence), no claim for Republic shall not be entitled to any 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 unless 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 Two Million Dollars ($50,0002,000,000) (the "Indemnification Threshold"), in which case Republic shall be entitled to (i) the Indemnified Parties full amount of such Indemnifiable Damages if such Indemnifiable Damages result from a breach of Section 4.1(c) or the representations as to total indebtedness and Adjusted Total Stockholders Equity as provided in Section 3.11, or (ii) the amount of such Indemnifiable Damages in excess of One Million Dollars ($1,000,000) if the Indemnifiable Damages result from anything other than a breach of Section 4.1(c) or such representations of Section 3.11; provided however, that the Indemnification Threshold shall not apply with respect to, and Republic shall be entitled to the full amount of any Indemnifiable Damages resulting from any breach of representations set forth in excess of $50,000. Notwithstanding the foregoing Section 3.5 hereof or any representations set forth in any factual certificate delivered to Repulic relating to the share ownership of the Company. In the case of any claim for Indemnifiable Damages, Republic agrees that it shall satisfy such claim only out of the following, and in the following order: (i) first, out of any Held Back Shares (or any Cash Collateral, as defined in Section 9.4 below) still held by Republic, (ii) second, out of any other provision Republic Shares (or any shares of this AgreementRepublic Common Stock issued to the Shareholders in connection with any stock split or stock dividend effected by Republic after the Effective Time) which are still held by the Shareholders valued at a price equal to the Average Closing Share Price, and (iii) third, out of any Proceeds received by the parties agree that Shareholders or the aggregate Indemnifiable Damages that may be paid Taorminas on account of the sale of any of the Republic Shares (or any shares of Republic Common Stock issued in connection with any stock split or stock dividend effected by Republic after the Effective Time). After such amounts have been exhausted, the Shareholders and the CompanyTaorminas shall have no further liability for Indemnifiable Damages. As used in this Section 9.1, other than for claims under Section 5.8, "Proceeds" shall not exceed mean (i) in the sum case of the Purchase Price. If sale at Fair Market Value of any indemnity payment is made hereunder by of the Company or by either ShareholderRepublic Shares, then the Shareholders and the Company shall each be subrogated to any rights which Medical Manager would have had against third parties in the absence net proceeds received on account of such indemnity.sale, after deducting any