Common use of By Shareholders Clause in Contracts

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, each Shareholder, severally in proportion to his or her interest in Company as of the Effective Time, hereby agrees to indemnify, defend and hold harmless NRC, Sub and their respective directors, officers, employees and controlled and controlling persons (hereinafter “NRC’s Affiliates”) and Company after the Closing from and against all Claims asserted against, resulting to, imposed upon, or incurred by NRC, Sub, NRC’s Affiliates or Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of Company contained in or made pursuant to this Agreement, or (b) the breach of any covenant of Company, Xxxx Xxxxxxx or Xxxxxx Xxxxxxx contained in this Agreement. The term “Claims” shall 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, whether or not ultimately determined to be valid.

By Shareholders. For purposes of this Article 9From and after the Closing Date, the term “Shareholder” Shareholders, jointly and severally, 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, each Shareholder, severally in proportion to his or her interest in Company as of the Effective Time, hereby agrees to indemnify, defend indemnify and hold harmless NRCBuyer and its successors and assigns, Sub and their respective officers, directors, officersemployees, employees shareholders, agents, Affiliates and controlled and controlling persons any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (hereinafter “NRC’s Affiliates”each, a "Buyer Indemnified Party") and Company after the Closing 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 NRCsuch Buyer Indemnified Party in connection therewith including consequential damages) (collectively, Sub"Damages") that such Buyer Indemnified Party may sustain, NRC’s Affiliates suffer or 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 Company any Shareholder contained in this Agreement or made pursuant to this Agreementin the Closing Certificates, or (b) any Environmental Condition existing on or before the breach Closing, and (c) any Liability of any covenant of CompanyShareholder involving Taxes due and payable by, Xxxx Xxxxxxx or Xxxxxx Xxxxxxx contained in this Agreement. The term “Claims” shall include imposed on the Company with respect to any Shareholder for any and all taxable periods ending on or prior to the Closing Date (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, whether or not ultimately determined to be validsuch Taxes have been due and payable). Shareholder Indemnified Parties' obligations under this Section 10 are joint and several.

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 98, each Shareholder, severally in proportion to his or her interest in Company as of the Effective Timejointly and severally, hereby agrees to indemnify, defend and hold harmless NRCBuyer, Sub and their respective its directors, officers, employees and controlled and controlling persons (hereinafter “NRC’s "Buyer's Affiliates”") and Company after the Closing Acquired Companies from and against all Claims asserted against, resulting to, imposed upon, or incurred by NRCBuyer, Sub, NRC’s Buyer's Affiliates or Companythe Acquired Companies, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of Company the Shareholders contained in or made pursuant to this Agreement, or (b) the breach of any covenant of Company, Xxxx Xxxxxxx or Xxxxxx Xxxxxxx the Shareholders contained in this Agreement. The As used in this Article 8, the term “Claims” "Claim" shall 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, whether or not ultimately determined to be valid.

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 9IX, each Shareholder, severally in proportion to his or her interest in Company as of the Effective Timejointly and severally, hereby agrees to indemnify, defend defend, and hold harmless NRCBuyer, Sub and their respective its directors, officers, employees employees, and controlled and controlling persons (hereinafter “NRC’s "Buyer's Affiliates”) and Company after the Closing "), from and against all Claims asserted against, resulting to, imposed upon, or incurred by NRCBuyer, SubBuyer's Affiliates, NRC’s Affiliates Company, or Companythe Business, directly or indirectly, by reason of, arising out of of, or resulting from (a) the inaccuracy or breach of any representation or warranty of Company any Shareholder contained in or made pursuant to this Agreement, or Agreement (regardless of whether such breach is deemed "material"); (b) the breach of any covenant of Company, Xxxx Xxxxxxx or Xxxxxx Xxxxxxx any Shareholder contained in this AgreementAgreement (regardless of whether such breach is deemed "material"); or (c) obligations and liabilities existing or arising from events occurring prior to the Closing Date which are not reflected, or which exceed amounts reserved, on the Recent Balance Sheet. The As used in this Article IX, the term “Claims” "Claim" shall include (i) all debts, liabilities and obligationsliabilities; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, reasonable settlements, reasonable costs costs, and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and reasonable attorneys attorneys' fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings proceedings, and assessments, whether or not ultimately determined to be valid.

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 9Section 8, each Shareholder, the Shareholders shall jointly and severally in proportion to his or her interest in Company as of the Effective Time, hereby agrees to indemnify, defend and hold harmless NRCBuyer, Sub and their respective its shareholders, directors, officers, employees employees, agents and controlled and controlling persons representatives (hereinafter “NRC’s Affiliates”collectively, the "Buyer's Indemnified Parties") and Company after the Closing from and against all Claims asserted against, resulting to, imposed upon, or incurred by NRCBuyer, Sub, NRC’s Affiliates Buyer's Indemnified Parties or Company, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of Company any Shareholder contained in or made pursuant to this Agreement, or (b) the breach of any covenant of Company, Xxxx Xxxxxxx or Xxxxxx Xxxxxxx any Shareholder 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). The As used in this Section 8, the term “Claims” shall include "Claim" includes (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, whether or not ultimately determined to be valid.

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, each Shareholder, severally in proportion to his or her interest in Company as of the Effective Timejointly and severally, hereby agrees to indemnify, defend shall indemnify and hold harmless NRC, Sub and their respective directors, officers, employees and controlled and controlling persons (hereinafter “NRC’s Affiliates”) and Company after the Closing from and Buyer against all Claims asserted against, resulting to, imposed upon, or Losses incurred by NRC, Sub, NRC’s Affiliates or CompanyBuyer, 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 (b) the breach of any covenant of Company, Xxxx Xxxxxxx any Shareholder or Xxxxxx Xxxxxxx the Company contained in this Agreement, or (c) the circumstances described in Section 9.5 in the case of certain environmental matters. The Regardless of the foregoing, however, breaches of representations and warranties contained in Section 3.2 and Section 3.22 hereof shall be subject only to several indemnification by the respective Shareholder who shall have made and breached such representations and warranties. Additionally, Losses in excess of the amount remaining in the Escrow Account at any time shall be the several (and not the joint and several) obligation of the Shareholders. As used in this Article 9, the term “Claims” "Losses" shall include mean (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, but excluding consequential damages), judgments, awards, reasonable settlements, reasonable costs and expenses (includingreasonable expenses, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and reasonable attorneys attorneys' fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

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 98, each Shareholder, severally in proportion to his or her interest in Company as of the Effective Timejointly and severally, hereby agrees to indemnify, defend and hold harmless NRCBuyer, Sub and their respective its directors, officers, employees and controlled and controlling persons (hereinafter “NRC’s "Buyer's Affiliates”") and the Company after the Closing from and against all Claims asserted against, resulting to, imposed upon, or incurred by NRCBuyer, Sub, NRC’s 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 AgreementAgreement (regardless of whether such breach is deemed "material" for purpose of Section 6.1), or (b) the breach of any covenant of Company, Xxxx Xxxxxxx any Shareholder or Xxxxxx Xxxxxxx the Company contained in this Agreement. The 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 8, the term “Claims” "Claim" shall 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, whether or not ultimately determined to be valid.

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 90, each Shareholder, severally in proportion to his or her interest in Company as of the Effective Timejointly and severally, hereby agrees to indemnify, defend and hold harmless NRCBuyer, Sub and their respective its directors, officers, employees and controlled and controlling persons (hereinafter “NRCBuyer’s Affiliates”) and the Company after the Closing from and against all Claims asserted against, resulting to, imposed upon, or incurred by NRCBuyer, Sub, NRCBuyer’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 AgreementAgreement (regardless of whether such breach is deemed “material” for purpose of Section 0), or (b) the breach of any covenant of Company, Xxxx Xxxxxxx any Shareholder or Xxxxxx Xxxxxxx the Company contained in this Agreement. The 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 0, the term “ClaimsClaim” shall 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, whether or not ultimately determined to be valid.

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 9Section 8, each Shareholder, severally in proportion to his or her interest in Company as of the Effective Timejointly and severally, hereby agrees to will indemnify, defend and hold harmless NRCBuyer, Sub and their respective its directors, officers, employees and controlled and controlling persons (hereinafter “NRC’s "Buyer's Affiliates”") and the Company after the Closing from and against all Claims asserted against, resulting to, imposed upon, or incurred by NRCBuyer, Sub, NRC’s 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 AgreementAgreement (regardless of whether such breach is deemed "material" for purpose of Section 6.1), or (b) the breach of any covenant of Company, Xxxx Xxxxxxx any Shareholder or Xxxxxx Xxxxxxx the Company contained in this Agreement. The Regardless of the foregoing, however, breaches of representations and warranties contained in Section 3.2 will be subject only to several indemnification by the respective Shareholders who will have made and breached these representations and warranties. As used in this Section 8, the term “Claims” shall include "Claim" includes (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, whether or not ultimately determined to be valid.