Common use of By Shareholders Clause in Contracts

By Shareholders. The Shareholders hereby jointly and severally agree to indemnify, defend and hold harmless MIOA, its subsidiaries and their directors, officers, employees and controlled and controlling persons (hereinafter "MIOA'S AFFILIATES"), from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by MIOA, MIOA's affiliates, the Surviving Company, their businesses or their assets, directly or indirectly, by reason of, arising out of or resulting from (x) the inaccuracy or breach of any representation or warranty of the Company or such Shareholders contained in or made pursuant to Article III of this Agreement; (y) the breach of any covenant of the Company or such Shareholders contained in this Agreement, and (z) any Claim against the Surviving Company, its 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, or its businesses prior to the Effective Date (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and the Surviving Company shall be indemnified). As used in this Agreement, the term "CLAIM" shall include (i) all liabilities; (ii) all losses, 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, actions, costs of investigation, causes of action, proceedings and assessments ultimately determined to be valid.

By Shareholders. The Shareholders hereby jointly and severally agree to indemnify, defend and hold harmless MIOA, its subsidiaries and their directors, officers, employees and controlled and controlling persons (hereinafter "MIOA'S AFFILIATES"), from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by MIOA, MIOA's affiliates, the Surviving Company, their businesses or their assets, directly or indirectly, by reason of, arising out of or resulting from (x) the inaccuracy or breach of any representation or warranty of the Company or such Shareholders contained in or made pursuant to Article III of this Agreement; (y) the breach of any covenant of the Company or such Shareholders contained in this Agreement, and (z) any Claim against the Surviving Company, its 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, or its businesses prior to the Effective Date (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and the Surviving Company shall be indemnified)Closing Date. As used in this Agreementsection, the term "CLAIM" shall include (i) all liabilities; (ii) all losses, 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, actions, costs of investigation, causes of action, proceedings and assessments ultimately determined to be valid.

By Shareholders. The Shareholders hereby Subject to the terms and conditions of this Article 8, each Shareholder, jointly and severally agree severally, hereby agrees to indemnify, defend and hold harmless MIOABuyer, its subsidiaries and their directors, officers, employees and controlled and controlling persons (hereinafter "MIOA'S AFFILIATESBuyer's Affiliates"), ) and the Company from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by MIOABuyer, MIOABuyer's affiliates, Affiliates or the Surviving Company, their businesses or their assets, directly or indirectly, by reason of, arising out of or resulting from (xa) the inaccuracy or breach of any representation or warranty of the any Shareholder or Company or such Shareholders contained in or made pursuant to Article III this Agreement (regardless of this Agreement; whether such breach is deemed "material" for purpose of Section 6.1), or (yb) the breach of any covenant of any Shareholder or the Company or such Shareholders contained in this Agreement. Regardless of the foregoing, however, breaches of representations and (z) any Claim against the Surviving Company, its business or its assets not otherwise disclosed warranties contained in this Agreement or the disclosure schedules relating to or arising from matters related to or arising from the Company, or its businesses prior to the Effective Date (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and the Surviving Company Section 3.2 hereof shall be indemnified)subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this AgreementArticle 8, the term "CLAIMClaim" shall include (i) all liabilitiesdebts, 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 assessments, whether or not ultimately determined to be valid.

By Shareholders. The Shareholders hereby Subject to the terms and conditions of this Article 0, each Shareholder, jointly and severally agree severally, hereby agrees to indemnify, defend and hold harmless MIOABuyer, its subsidiaries and their directors, officers, employees and controlled and controlling persons (hereinafter "MIOA'S AFFILIATES"), “Buyer’s Affiliates”) and the Company from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by MIOABuyer, MIOA's affiliates, Buyer’s Affiliates or the Surviving Company, their businesses or their assets, directly or indirectly, by reason of, arising out of or resulting from (xa) the inaccuracy or breach of any representation or warranty of the any Shareholder or Company or such Shareholders contained in or made pursuant to Article III this Agreement (regardless of this Agreement; whether such breach is deemed “material” for purpose of Section 0), or (yb) the breach of any covenant of any Shareholder or the Company or such Shareholders contained in this Agreement. Regardless of the foregoing, however, breaches of representations and (z) any Claim against the Surviving Company, its business or its assets not otherwise disclosed warranties contained in this Agreement or the disclosure schedules relating to or arising from matters related to or arising from the Company, or its businesses prior to the Effective Date (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and the Surviving Company Section 0 hereof shall be indemnified)subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this AgreementArticle 0, the term "CLAIM" “Claim” shall include (i) all liabilitiesdebts, 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 assessments, whether or not ultimately determined to be valid.

By Shareholders. The Shareholders hereby Subject to the terms and conditions of this Article 8, each Shareholder, jointly and severally agree severally, hereby agrees to indemnify, defend and hold harmless MIOABuyer, its subsidiaries and their directors, officers, employees and controlled and controlling persons (hereinafter "MIOA'S AFFILIATESBuyer's Affiliates"), ) and the Company from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by MIOABuyer, MIOABuyer's affiliates, Affiliates or the Surviving Company, their businesses or their assets, directly or indirectly, by reason of, arising out of or resulting from (xa) the inaccuracy or breach of any representation or warranty of the Company or such Shareholders any Shareholder contained in or made pursuant to Article III of this Agreement; Agreement or (yb) the breach of any covenant of the Company or such Shareholders any Shareholder contained in this Agreement. Regardless of the foregoing, however, breaches of representations and (z) any Claim against the Surviving Company, its business or its assets not otherwise disclosed warranties contained in this Agreement or the disclosure schedules relating to or arising from matters related to or arising from the Company, or its businesses prior to the Effective Date (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and the Surviving Company Section 3.2 hereof shall be indemnified)subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this AgreementArticle 8, the term "CLAIMClaim" shall include (i) all liabilitiesdebts, 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 assessments, whether or not ultimately determined to be valid, provided however, to the extent the Company has specifically accrued for or reserved against the occurrence giving rise to the Claim, no claim shall exist to the extent of such accrual or reserve, including but not limited to, those items listed on Schedule 8.1; and provided further, that the amount of any Claim shall be adjusted to take into account the present value of any benefit realized by the Indemnified Party (hereinafter defined) with respect to the subject matter of such Claim.

By Shareholders. The Shareholders hereby Subject to the terms and conditions of this Article 9, if the Closing occurs, each Shareholder jointly and severally agree hereby agrees to indemnify, defend and hold harmless MIOABuyer, its subsidiaries and their directors, officers, employees and controlled and controlling persons (hereinafter "MIOA'S AFFILIATESBuyer's Affiliates"), ) and the Company from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by MIOABuyer, MIOABuyer's affiliates, Affiliates or the Surviving Company, their businesses or their assets, directly or indirectly, by reason of, arising out of or resulting from (xa) the inaccuracy or breach of any representation or warranty of the Company or such Shareholders any Shareholder contained in this Agreement or made pursuant any certificate or schedule delivered by the Shareholders to Article III of the Buyer in connection with this Agreement; Agreement or (yb) the breach of any covenant of any Shareholder or the Company or such Shareholders contained in this Agreement, and (z) any Claim against the Surviving Company, its 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, or its businesses prior to the Effective Date (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and the Surviving Company shall be indemnified). As used in this AgreementArticle 9, the term "CLAIMClaim" shall include include: (i) all liabilitiesdebts, 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 ultimately determined assessments, 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 validseveral and not joint obligations with respect to Claims arising out of or 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 solely recoverable from such Shareholder.

By Shareholders. The Shareholders hereby Subject to the terms and conditions of this Article 9, each Shareholder, jointly and severally agree to indemnifyseverally, defend shall indemnify and hold harmless MIOA, its subsidiaries and their directors, officers, employees and controlled and controlling persons (hereinafter "MIOA'S AFFILIATES"), from and Buyer against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or Losses incurred by MIOA, MIOA's affiliates, the Surviving Company, their businesses or their assetsBuyer, directly or indirectly, by reason of, arising out of or resulting from (xa) the inaccuracy or breach of any representation or warranty of the any Shareholder or Company or such Shareholders contained in or made pursuant to Article III of this Agreement; , (yb) the breach of any covenant of any Shareholder or the Company or such Shareholders contained in this Agreement, or (c) the circumstances described in Section 9.5 in the case of certain environmental matters. Regardless of the foregoing, however, breaches of representations and (z) any Claim against the Surviving Company, its business or its assets not otherwise disclosed warranties contained in this Agreement or the disclosure schedules relating to or arising from matters related to or arising from the Company, or its businesses prior to the Effective Date (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates Section 3.2 and the Surviving Company Section 3.22 hereof shall be indemnified)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 AgreementArticle 9, the term "CLAIMLosses" shall include mean (i) all liabilitiesdebts, liabilities and obligations; (ii) all losses, damages (but excluding consequential damages), judgments, awards, settlements, costs and expenses (includingreasonable expenses, 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 and assessments assessments, whether or not ultimately determined to be valid.

By Shareholders. The Shareholders hereby jointly Shareholders, other than the Roth▇▇▇▇ ▇▇▇ily Trust and severally agree to Gros▇▇▇▇, ▇▇intly and severally, shall indemnify, defend save and hold harmless MIOAJone▇, its subsidiaries ▇▇e Surviving Corporation, their respective affiliates and subsidiaries, and their directors, officers, employees and controlled and controlling persons (hereinafter "MIOA'S AFFILIATES")respective representatives, from and against any and all Claims costs, losses (as hereinafter defined) asserted againstincluding 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 upon, defense or incurred settlement of any of the foregoing less the amount of any related net tax benefits and net insurance benefits actually received by MIOA, MIOA's affiliates, Jone▇ ▇▇ the Surviving CompanyCorporation (herein "Damages"), their businesses or their assets, directly or indirectly, by reason ofincurred in connection with, arising out of or of, resulting from or incident to (xi) the inaccuracy or any breach of any representation or warranty or the inaccuracy of any representation, made by the Company or such Shareholders contained in or made pursuant to Article III of this Agreement; (yii) the any breach of any covenant of or agreement made by the Company or such Shareholders contained in or pursuant to this Agreement, and ; (ziii) the denial by the Internal Revenue Service of any Claim against the Surviving Company, its 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 CompanyTax Benefits, or its businesses prior portion thereof, that were taken into account in computing the amount of Tax Credits Receivable, which denial is confirmed pursuant to the Effective Date a Final Determination (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and the Surviving Company shall be indemnified). As used in this Agreement, the term "CLAIM" shall include (i) all liabilities; (ii) all losses, 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, actions, costs in the immediately preceding sentence shall survive until the expiration of investigation, causes the applicable statutes of action, proceedings and assessments ultimately determined to be validlimitations.

By Shareholders. The Shareholders hereby From and after the Closing Date, the Shareholders, --------------- jointly and severally agree to indemnifyseverally, defend shall indemnify and hold harmless MIOABuyer and its successors and assigns, its subsidiaries 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 each, a "MIOA'S AFFILIATESBuyer Indemnified Party"), ) from and against all Claims any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (as hereinafter defined) asserted againstincluding reasonable attorneys', resulting toconsultants' and other professional fees and disbursements of every kind, imposed upon, or nature and description incurred by MIOAsuch Buyer Indemnified Party in connection therewith including consequential damages) (collectively, MIOA's affiliates"Damages") that such Buyer Indemnified Party may sustain, the Surviving Companysuffer or incur and that result from, their businesses or their assets, directly or indirectly, by reason of, arising arise out of or resulting relate to (a) any breach of any of the respective representations, warranties, covenants or agreements of any Shareholder contained in this Agreement or in the Closing Certificates, (b) any Environmental Condition existing on or before the Closing, and (c) any Liability of any Shareholder involving Taxes due and payable by, or imposed on the Company with respect to any Shareholder for any and all taxable periods ending on or prior to the Closing Date (whether or not such Taxes have been due and payable). Shareholder Indemnified Parties' obligations under this Section 10 are joint and several; provided that a Shareholder shall not be liable under this Agreement for an aggregate amount in excess of the portion of the Purchase Price received by such Shareholder minus any Taxes paid by such Shareholder on account of the Purchase Price; provided, further, that the Shareholders shall not have any obligation to indemnify Buyer from (x) and against any Damages caused by the inaccuracy or breach of any representation or warranty of the Company or such Shareholders contained in or made pursuant Section 3 until Buyer has suffered by reason of all such breaches Damages in excess of $50,000 in the aggregate (the "Deductible Amount"); at such time as to Article III the total amount of this Agreement; (y) such Damages exceeds the breach of any covenant Deductible Amount in the aggregate, Buyer shall be entitled to indemnification against all Damages in excess of the Company or such Shareholders contained in this Agreement, and (z) any Claim against the Surviving Company, its 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, or its businesses prior to the Effective Date (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and the Surviving Company shall be indemnified). As used in this Agreement, the term "CLAIM" shall include (i) all liabilities; (ii) all losses, 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, actions, costs of investigation, causes of action, proceedings and assessments ultimately determined to be validDeductible Amount.

By Shareholders. The Shareholders hereby Subject to the terms and conditions of this Article 6, each Shareholder, jointly and severally agree severally, hereby agrees to indemnify, defend and hold harmless MIOABuyer, its subsidiaries and their directors, officers, employees and controlled and controlling persons (hereinafter "MIOA'S AFFILIATESBuyer's Affiliates"), ) and the Company from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by MIOABuyer, MIOABuyer's affiliates, Affiliates or the Surviving Company, their businesses or their assets, directly or indirectly, by reason of, arising out of or resulting from (xa) the 32 37 inaccuracy or breach of any representation or warranty of the any Shareholder or Company or such Shareholders contained in or made pursuant to Article III of this Agreement; , (yb) the breach of any covenant of any Shareholder or the Company or such Shareholders contained in this Agreement, and (zc) any Claim against the Surviving Company, its business or its assets not otherwise disclosed litigation matters referred to in this Agreement or the disclosure schedules relating to or arising from matters related to or arising from the CompanySchedule 3.9, or its businesses (d) the conduct of the MMA Business or operations of the Company prior to the Effective Date (except those claims disclosed Closing. Regardless of the foregoing, however, breaches of representations and warranties contained in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and the Surviving Company Section 3.2 hereof shall be indemnified)subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this AgreementArticle 6, the term "CLAIMClaim" shall include (i) all liabilitiesdebts, 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 assessments, whether or not ultimately determined to be valid.

By Shareholders. The Shareholders hereby Subject to the terms and conditions of this Article 6, each Shareholder, jointly and severally agree severally, hereby agrees to indemnify, defend and hold harmless MIOABuyer, its subsidiaries and their directors, officers, employees and controlled and controlling persons (hereinafter "MIOA'S AFFILIATES"), “Buyer’s Affiliates”) from and against all Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by MIOABuyer, MIOA's affiliates, Buyer’s Affiliates or the Surviving Company, their businesses or their assets, directly or indirectly, by reason of, arising out of or resulting from (xa) the inaccuracy or breach of any representation or warranty of the Company or such Shareholders any Shareholder contained in or made pursuant to Article III of this Agreement; , or (yb) the breach of any covenant of the Company or such Shareholders any Shareholder contained in this Agreement. Regardless of the foregoing, however, breaches of representations and (z) any Claim against the Surviving Company, its business or its assets not otherwise disclosed warranties contained in this Agreement or the disclosure schedules relating to or arising from matters related to or arising from the Company, or its businesses prior to the Effective Date (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and the Surviving Company Section 3.2 hereof shall be indemnified)subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties. As used in this AgreementArticle 6, the term "CLAIM" “Claim” shall include (i) all liabilitiesdebts, 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 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.