Common use of General Indemnification Covenants Clause in Contracts

General Indemnification Covenants. (a) Subject to the provisions of Sections 8.3 and 8.4, the Shareholders shall indemnify, save and keep Parent and its affiliates, successors and permitted assigns (including Target and the Surviving Corporation) (the "Parent Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys' fees, disbursements and expenses (collectively, "Damages"), sustained or incurred by any of the Parent Indemnitees as a result of, arising out of or by virtue of any misrepresentation, breach of any warranty or representation, or non-fulfillment of any agreement or covenant on the part of Target or any of the Shareholders, whether contained in this Agreement or the Merger Agreement or any exhibit or schedule hereto or in any closing document delivered by Target or any of the Shareholders to Parent or Subsidiary in connection herewith. Notwithstanding anything contained in this Article VIII or this Agreement, no claim, suit, demand suit or cause of action shall be brought against the Shareholders nor shall any Shareholder be liable for any Damages under this Article VIII or this Agreement unless and until the aggregate amount of Damages under this Article VIII or this Agreement exceeds fifty thousand dollars ($50,000), in which event Parent shall be entitled to indemnification for all Damages in excess of $50,000 in the aggregate. (b) Parent shall indemnify, save and keep the Shareholders ("Target Indemnitees") harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys fees, disbursements and expenses (collectively, "Damages") sustained or incurred by any of the Target Indemnitees as a result of any misrepresentations, breach of any warranty or representation or non-fulfillment of any agreement or covenant on the part of Parent, whether contained in this Agreement or the Merger Agreement or any exhibit or schedule hereto in any closing document delivered by Parent to any of the Shareholders in connection herewith. Notwithstanding anything contained in this Article VIII or this Agreement, no claim, suit, demand suit or cause of action shall be brought against Parent nor shall Parent be liable for any Damages under this Article VIII or this Agreement unless and until the aggregate amount of Damages under this Article VIII or this Agreement exceeds fifty thousand dollars ($50,000) in the aggregate, in which event Shareholders shall be entitled to indemnification for all Damages in excess of $50,000 in the aggregate (excluding Damages attributable to any violation of Section 4.1, Section 6.7 or Section 6.8).

General Indemnification Covenants. (a) Subject to the provisions last sentence --------------------------------- of Sections 8.3 and 8.4this Section 6.1, the Shareholders shall indemnify, save and keep Parent and its affiliates, successors and permitted assigns (including Target and the Surviving Corporation) (the "Shareholders, jointly and severally, agree to indemnify and hold harmless Parent Indemnitees")and Merger Sub from and against, harmless against and from to reimburse Parent and Merger Sub with respect to, any and all loss, damage, liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages cost and expensesexpense, including reasonable attorneys' fees, disbursements and expenses fees (collectively, "DamagesLosses"), sustained or incurred by any Parent or Merger Sub by reason of the Parent Indemnitees as a result of, or arising out of or by virtue of any misrepresentation, in connection with (i) a breach of any representation or warranty contained in Sections 4.2, 7.3 or representation7.10 or in any certificate delivered to Parent or Merger Sub pursuant to the provisions of this Agreement, or non-fulfillment of any agreement or covenant on (ii) the part failure of Target or the Shareholders to perform any agreement required by this Agreement to be performed by them, unless such performance was or is prohibited by law or by court order, (iii) the alleged existence by any third party of any liability, obligation, lease, agreement, contract, other commitment or state of facts which if it existed would constitute a breach of any representation or warranty contained in said Sections 4.2, 7.3 or 7.10 or in any certificate delivered to Parent or Merger Sub pursuant to the provisions of this Agreement, or (iv) any actions, suits, proceedings or investigations involving Target arising out of any matter occurring or accruing prior to the Effective Time. Target and the Shareholders, whether contained in jointly and severally, also agree (subject to the last sentence of this Agreement Section 6.1) to pay Parent or Merger Sub (as the case may be) interest on any amount paid by Parent or Merger Agreement Sub pursuant to this Section 6.1 from the date when such damage, liability, cost or any exhibit expense was paid by Parent or schedule hereto Merger Sub or in any closing document delivered such loss was incurred by Target Parent or any Merger Sub, at a rate per annum equal to the so-called "prime rate" as announced from time to time by Citibank N.A., but not higher than the maximum interest rate legally payable under the laws of the State of New York. Parent and Merger Sub agree to give prompt notice to the Shareholders of the alleged existence by any third party of any liability, obligation, lease, agreement, contract, other commitment or state of facts referred to in clause (iii) or clause (iv) above and the Shareholders shall have the right to participate in, and, with the consent of Parent and Merger Sub, which consent shall not be unreasonably withheld or Subsidiary delayed, to control the contest and defense of any such claim at their own cost and expense, including the cost and expense of attorneys' fees in connection herewithwith such contest and defense. Notwithstanding anything contained in this Article VIII or this Agreementthe foregoing, no claim, suit, demand suit or cause of action shall be brought against Target and the Shareholders nor shall any Shareholder not be liable for any Damages under this Article VIII or this Agreement unless and with respect to such Losses (a) until the aggregate amount of Damages under this Article VIII or this Agreement all such Losses incurred by Parent and Merger Sub exceeds fifty thousand dollars ($50,000)100,000, in at which event Parent point Target and the Shareholders shall be entitled required to indemnification for indemnify Parent and Merger Sub from any and all Damages in excess such Losses, including the first $100,000 of $50,000 in the aggregate. such Losses and (b) Parent shall indemnify, save and keep to the Shareholders ("Target Indemnitees") harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys fees, disbursements and expenses (collectively, "Damages") sustained or incurred by any of the Target Indemnitees as a result of any misrepresentations, breach of any warranty or representation or non-fulfillment of any agreement or covenant on the part of Parent, whether contained in this Agreement or the Merger Agreement or any exhibit or schedule hereto in any closing document delivered by Parent to any of the Shareholders in connection herewith. Notwithstanding anything contained in this Article VIII or this Agreement, no claim, suit, demand suit or cause of action shall be brought against Parent nor shall Parent be liable for any Damages under this Article VIII or this Agreement unless and until extent that the aggregate amount of Damages under this Article VIII or this Agreement exceeds fifty thousand dollars ($50,000) in all such Losses incurred by Parent and Merger Sub exceed the aggregate, in which event Shareholders shall be entitled to indemnification for all Damages in excess of $50,000 in the aggregate (excluding Damages attributable to any violation of Section 4.1, Section 6.7 or Section 6.8)Aggregate Merger Consideration.

General Indemnification Covenants. (a) Subject to the provisions of Sections 8.3 and 8.4, the Shareholders shall indemnify, save and keep Parent Purchaser, Company and its their respective affiliates, successors and permitted assigns (including Target and the Surviving Corporation) (the "Parent Purchaser Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys' fees, disbursements and expenses (collectively, "Damages"), sustained or incurred by any of the Parent Purchaser Indemnitees as a result of, arising out of or by virtue of any misrepresentation, breach of any warranty or representation, or non-fulfillment of any agreement or covenant on the part of Target Company or any of the Shareholders, whether contained in this Agreement or the Merger Agreement or any exhibit or schedule hereto or in any closing document delivered by Target Company or any of the Shareholders to Parent or Subsidiary Purchaser in connection herewith. Subject to the provisions of this Article VIII, Purchaser shall be entitled to offset the Notes for any Damages incurred by Purchaser; provided, however, that Damages incurred solely by breach by a specific Shareholder may only be offset against such Shareholder's Note. In no event shall a Shareholder be liable for the violation of section 6.3 by another Shareholder. Notwithstanding anything contained set forth in this Article VIII or this Agreement, no claim, suitdemand, demand suit or cause of action shall be brought against the Shareholders nor shall any Shareholder be liable for any Damages under this Article VIII or this Agreement unless and until the aggregate amount of Damages under this Article VIII or this Agreement exceeds one hundred fifty thousand dollars ($50,000150,000), in which event Parent Purchaser shall be entitled to indemnification from the Shareholders for any and all Damages in excess of $50,000 150,000, with the aggregate liability with respect to any one Shareholder limited to six million dollars ($6,000,000) times the percentage ownership interest of such Shareholder in the aggregateCompany immediately prior to the Closing Date. (b) Parent shall indemnifyNotwithstanding the foregoing, save and keep the Shareholders ("Target Indemnitees") harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys fees, disbursements and expenses (collectively, "Damages") sustained or incurred by any of the Target Indemnitees as a result of any misrepresentations, breach of any warranty or representation or non-fulfillment of any agreement or covenant on the part of Parent, whether contained in this Agreement or the Merger Agreement or any exhibit or schedule hereto in any closing document delivered by Parent to any aggregate liability of the Shareholders in connection herewith. Notwithstanding anything contained in this Article VIII or this Agreement, no claim, suit, demand suit or cause of action shall be brought against Parent nor shall Parent be liable for any Damages under this Article VIII or this Agreement unless for all Damages arising out of, or related to or involving fraud or willful misrepresentation or the actual amount (determined in accordance with GAAP and until prepared on the aggregate proforma basis described in Section 5.3(e)) of the proforma assets, proforma net income, proforma net income before income taxes or proforma equity of Miraglia, Inc. for the periods and xxxxx xxdicated in Section 5.3 (e) being less than ten percent (10%) of the amount of Damages under this such proforma assets, proforma net income, proforma net income before income taxes or proforma equity of Miraglia, Inc. reflected on the proxxxxx xxnancial statements of Miraglia, Inc. as of such dates and xxx xxxh periods attached as Exhibit M shall not exceed the purchase price set forth in Article VIII or this Agreement exceeds fifty thousand II, which in any event shall not be deemed to exceed ten million dollars ($50,00010,000,000) with the aggregate liability with respect to any one Shareholder limited to the total consideration received by such Shareholder. Damages shall be determined after taking into account (a) the amount of actual tax benefit realized in the aggregate, form of a refund or a reduction in which event Shareholders shall be entitled taxes otherwise payable or actual tax detriment inuring to indemnification for all or incurred by Purchaser arising from the facts and circumstances giving rise to such Damages in excess after such benefit is realized and (b) any insurance proceeds received by Purchaser on account of $50,000 in the aggregate (excluding such Damages attributable to any violation of Section 4.1, Section 6.7 or Section 6.8)after such proceeds are realized.

General Indemnification Covenants. (a) Subject to the provisions of Sections 8.3 and 8.4this --------------------------------- Section 7, Shareholder as of the Shareholders Closing Date, shall indemnify, defend, save and keep Parent CMED and its affiliatesaffiliates (including CIVCO), and their respective officers, directors, successors and permitted assigns (including Target and the Surviving Corporation) (collectively, the "Parent CMED Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including without limitation, reasonable attorneys' fees, court costs and other fees, disbursements and expenses (collectively, collectively "Damages"), sustained or incurred prior to the second anniversary of the Closing Date by any of the Parent CMED Indemnitees as a result of, arising out of or by virtue of (i) any misrepresentationmisrepresentations, breach of any warranty or representation, or non-fulfillment of any agreement or covenant on the part of Target CIVCO or any of the ShareholdersShareholder, whether contained in this Agreement or the Merger Agreement Agreement, any Document or any exhibit or schedule hereto or thereto, or any written statement or certificate furnished or to be furnished to CMED pursuant hereto or in any closing document delivered by Target CIVCO or any of the Shareholders Shareholder to Parent or Subsidiary CMED in connection herewith. Notwithstanding anything contained in this Article VIII or this Agreement, no claim, suit, demand suit or cause of action shall be brought against the Shareholders nor shall any Shareholder be liable for ; (ii) any Damages under this Article VIII associated with curing unsatisfactory title or this Agreement unless and until survey conditions of the aggregate amount of Damages under this Article VIII Real Property; or this Agreement exceeds fifty thousand dollars ($50,000)iii) cleanup costs associated with the Real Property or any claims, in which event Parent shall be entitled to indemnification for all Damages in excess of $50,000 in the aggregate. (b) Parent shall indemnifysuits, save and keep the Shareholders ("Target Indemnitees") harmless against and from all liabilityactions, demands, claims, actions or causes of actionorder, assessments, losses, fines, penalties, costs, damages and expenses, including reasonable attorneys fees, disbursements and expenses fines or penalties or other administrative proceedings brought by (collectively, "Damages"a) sustained owners of real property adjacent to the Real Property (or incurred by any lessees of the Target Indemnitees their real property) as a result of any misrepresentationsactual, threatened or claimed release or migration of contamination from the Real Property to adjacent properties; or (b) a local, state or federal agency, arising out of the occurrence of or release or threat of release of contamination at, on, under, or from the Real Property as a result of conditions or operations at the Real Property on or before the Closing Date. Such obligations apply regardless of the presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose whether a breach of any a representation, warranty or representation or non-fulfillment covenant has occurred), each of the representations, warranties and covenants made by any agreement or covenant on the part of Parent, whether contained party in this Agreement or the Merger Agreement or any exhibit or schedule hereto in any closing document certificate or other instrument delivered by Parent to any of pursuant hereto, including, without limitation, the Shareholders in connection herewith. Notwithstanding anything contained in this Article VIII or this AgreementDocuments, no claim, suit, demand suit or cause of action shall be brought against Parent nor shall Parent be liable for any Damages under this Article VIII deemed to have been made without the inclusion of limitations or this Agreement unless and until qualifications as to materiality such as the aggregate amount word "material," if with the inclusion of Damages under this Article VIII such limitation or this Agreement exceeds fifty thousand dollars ($50,000) in qualification the aggregaterepresentation, in which event Shareholders shall be entitled to indemnification for all Damages in excess of $50,000 in the aggregate (excluding Damages attributable to any violation of Section 4.1, Section 6.7 warranty or Section 6.8)covenant was breached.