Common use of By Shareholders Clause in Contracts

By Shareholders. Subject to the terms and conditions of this Section 8, each Shareholder, jointly and severally, will 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 (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 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 "Claim" 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, whether or not ultimately determined to be valid.

By Shareholders. Subject to the terms and conditions of this Section 8Article 6, each Shareholder, jointly and severally, will 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 (regardless of whether such breach is deemed "material" for purpose of Section 6.1)Agreement, or (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 will hereof shall be subject only to several indemnification by the respective Shareholders who will shall have made and breached these such representations and warranties. As used in this Section 8Article 6, the term "Claim" includes 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, whether or not ultimately determined to be valid.

By Shareholders. Subject to the terms and conditions of this Section Article 8, each Shareholder, jointly and severally, will 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 (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 will hereof shall be subject only to several indemnification by the respective Shareholders who will shall have made and breached these such representations and warranties. As used in this Section Article 8, the term "Claim" includes 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, whether or not ultimately determined to be valid.

By Shareholders. Subject to the terms and conditions of this Section 8Article 6, each Shareholder, jointly and severally, will 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 (regardless of whether such breach is deemed "material" for purpose of Section 6.1)or any agreement or instrument executed and delivered pursuant to this Agreement, or (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 will hereof shall be subject only to several indemnification by the respective Shareholders who will shall have made and breached these such representations and warranties. As used in this Section 8Article 6, the term "Claim" includes 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, 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 Section 8Article 9, each Shareholder, jointly and severallyseverally in proportion to his or her interest in Company as of the Effective Time, will 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 or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material" for purpose of Section 6.1)Agreement, or (b) the breach of any covenant of any Shareholder Company, Xxxx Xxxxxxx or the Company Xxxxxx Xxxxxxx contained in this Agreement. 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 The term "Claim" includes “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. Subject to the terms and conditions of this Section 8Article 6, each Shareholder, jointly and severally, will 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 (regardless of whether such breach is deemed "material" for purpose of Section 6.1)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 will hereof shall be subject only to several indemnification by the respective Shareholders who will shall have made and breached these such representations and warranties. As used in this Section 8Article 6, the term "“Claim" includes ” 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, whether or not ultimately determined to be valid. Notwithstanding any other provision to the contrary in this Agreement, 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 Claims hereunder.

By Shareholders. Subject to Shareholders, other than the terms Rothxxxx Xxxily Trust and conditions of this Section 8Grosxxxx, each Shareholder, jointly xxintly and severally, will shall indemnify, defend save and hold harmless BuyerJonex, its directorsxxe Surviving Corporation, officerstheir respective affiliates and subsidiaries, employees and controlled and controlling 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 representation, made by the Company or Company contained Shareholders in or made pursuant to this Agreement Agreement; (regardless of whether such breach is deemed "material" for purpose of Section 6.1), or (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. Regardless amount of the foregoingTax Credits Receivable, however, breaches of representations and warranties contained in Section 3.2 will be subject only which denial is confirmed pursuant 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 "Claim" includes 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 (iv) those items set forth in Section 3.22 of the Disclosure Schedule, but only to the extent that the Damages relating to such items exceed the accrual and reserves for such items reflected on the Closing Balance Sheet, notwithstanding that such items are set forth in 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 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) all demands, claims, suits, actions, costs in the immediately preceding sentence shall survive until the expiration of investigation, causes the applicable statutes of action, proceedings and assessments, whether or not ultimately determined to be valid.limitations. (b)

By Shareholders. Subject to the terms and conditions of this Section 8, each Shareholder, the Shareholders shall jointly and severally, will severally indemnify, defend and hold harmless Buyer, its shareholders, directors, officers, employees employees, agents and controlled and controlling 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 or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material" for purpose of Section 6.1)Agreement, or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement. Regardless of the foregoing, howeverother than any covenant or agreement not to cause or permit any representation or warranty herein or in any Ancillary Document to be inaccurate, breaches of representations and warranties contained in Section 3.2 will incomplete or untrue (with respect to any such covenant, clause (a) above shall be subject only to several indemnification by the respective Shareholders who will have made and breached these representations and warrantiesoperative). As used in this Section 8, the term "Claim" 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, whether or not ultimately determined to be valid.

By Shareholders. Subject to the terms and conditions of this Section 8Article 9, if the Closing occurs, each Shareholder, Shareholder jointly and severally, will 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 (regardless of whether such breach is deemed "material" for purpose of Section 6.1), 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. 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 8Article 9, the term "Claim" includes 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, whether 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 not ultimately determined 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 validsolely recoverable from such Shareholder.

By Shareholders. Subject to the terms and conditions of this Section 8Article IX, each Shareholder, jointly and severally, will hereby agrees to indemnify, defend defend, and hold harmless Buyer, and its directors, officers, employees 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 Affiliates, Company, or the CompanyBusiness, directly or indirectly, by reason of, arising out of 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 (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 Agreement (regardless of whether such breach is deemed "material"); or (c) obligations and liabilities existing or arising from events occurring prior to the foregoingClosing Date which are not reflected, howeveror which exceed amounts reserved, breaches of representations and warranties contained in Section 3.2 will be subject only to several indemnification by on the respective Shareholders who will have made and breached these representations and warrantiesRecent Balance Sheet. As used in this Section 8Article IX, the term "Claim" includes shall include (i) all debts, liabilities and obligationsliabilities; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs costs, and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys reasonable 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. Subject to the terms and conditions of this Section 8Article 0, each Shareholder, jointly and severally, will 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 (regardless of whether such breach is deemed "“material" ” for purpose of Section 6.10), 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 will 0 hereof shall be subject only to several indemnification by the respective Shareholders who will shall have made and breached these such representations and warranties. As used in this Section 8Article 0, the term "“Claim" includes ” 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, whether or not ultimately determined to be valid.

By Shareholders. Subject The Shareholders hereby agree to the terms and conditions of this Section 8, each Shareholder, jointly and severally, will indemnify, defend and hold harmless BuyerMIOA, its subsidiaries and their directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's AffiliatesMIOA'S AFFILIATES") and the Company ), from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by BuyerMIOA, BuyerMIOA's Affiliates or affiliates, the Company, their businesses or their assets, directly or indirectly, by reason of, arising out of or resulting from (ax) the inaccuracy or breach of any representation or warranty of any Shareholder the Company or Company such Shareholders contained in or made pursuant to Article III of this Agreement Agreement; (regardless of whether such breach is deemed "material" for purpose of Section 6.1), or (by) the breach of any covenant of any Shareholder or the Company or such Shareholders contained in this Agreement. Regardless of , and (z) any Claim against the foregoingCompany, howeverits business or its assets not otherwise disclosed in this Agreement or the disclosure schedules relating to or arising from matters related to or arising from the Company, breaches of representations and warranties contained in Section 3.2 will be subject only or its businesses prior to several indemnification by the respective Shareholders who will have made and breached these representations and warrantiesClosing Date. As used in this Section 8section, the term "ClaimCLAIM" includes shall include (i) all debts, liabilities and obligationsliabilities; (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 reasonable attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not assessments ultimately determined to be valid.