Common use of By Shareholders Clause in Contracts

By Shareholders. Subject to the terms and conditions of this Article 8, each Shareholder, jointly and 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 contained in or made pursuant to this Agreement or (b) the breach of any covenant of any Shareholder contained in this Agreement. 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 "Claim" 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, 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. Subject to the terms and conditions of this Article 8, each Shareholder, The Shareholders hereby jointly and severally, hereby agrees severally agree to 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 affiliates, the Surviving Company, their businesses or the Companytheir 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 such Shareholders contained in or made pursuant to Article III of this Agreement or Agreement; (by) the breach of any covenant of any Shareholder the Company or such Shareholders contained in this Agreement. Regardless of , and (z) any Claim against the foregoingSurviving Company, 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 or its businesses prior to the Effective Date (except those claims disclosed in SCHEDULE 3.21 for which MIOA, MIOA Affiliates and warranties contained in Section 3.2 hereof the Surviving Company shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warrantiesindemnified). As used in this Article 8Agreement, the term "ClaimCLAIM" 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 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, 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. Subject to the terms and conditions of this Article 86, each Shareholder, jointly and 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 32 37 inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement or Agreement, (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 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 86, the term "Claim" 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, 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. Subject to the terms and conditions of this Article 86, each Shareholder, jointly and severally, 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 contained in or made pursuant to this Agreement Agreement, or (b) the breach of any covenant of any Shareholder contained in this Agreement. 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 86, the term "“Claim" ” 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, provided however, . Notwithstanding any other provision to the extent the Company has specifically accrued contrary in this Agreement, except for claims for breaches of representations or reserved against the occurrence giving rise to the Claimwarranties contained in Section 3.2, 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 Shareholders shall be adjusted liable hereunder only for an amount equal to take into account twelve and one-half percent (12.5%) of the present value of any benefit realized by the Indemnified Party (hereinafter defined) with respect to the subject matter of such ClaimClaims hereunder.

By Shareholders. Subject to the terms and conditions of this Article 8, each Shareholder, jointly and severally, The Shareholders hereby agrees agree to 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 such Shareholders contained in or made pursuant to Article III of this Agreement or Agreement; (by) the breach of any covenant of any Shareholder 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 hereof shall be subject only or its businesses prior to several indemnification by the respective Shareholders who shall have made and breached such representations and warrantiesClosing Date. As used in this Article 8section, the term "ClaimCLAIM" 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, 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. Subject to the terms and conditions of this Article Section 8, each Shareholder, jointly and 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 of, resulting from or not otherwise disclosed as a result of (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" if 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, provided, however, breaches of representations that, except with respect to any Claims pursuant to Section 3.6, Shareholders shall have no liability hereunder until the total liability hereunder for all Claims considered together exceeds $50,000 (and warranties contained in Section 3.2 hereof shall be subject then only to several indemnification by the respective Shareholders who excess), and shall have made no liability hereunder in excess of one-half of the sum of (i) the cash payable pursuant to Section 2.1(a), (ii) the adjusted principal amount of the Amortizing Note, (iii) the Interest Only Note and breached such representations and warranties(iv) $150,000. As used in this Article Section 8, the term "Claim" 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, 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.