Common use of General Indemnification Obligation Clause in Contracts

General Indemnification Obligation. Subject to the limitations contained in Section 7.3, The Shareholders shall jointly and severally indemnify and hold harmless the Company, the Buyer, the Parent and their officers, directors, employees, and agents and the Company’s and the Buyer’s Affiliates from and against any and all Losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively “Losses”) actually sustained by any of such Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of any of the Shareholders contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement, (b) any Selling Expenses not fully paid prior to the Closing, or (c) any Taxes attributable to any Pre-Closing Tax Period not fully paid when due and payable unless fully accrued for on the Closing Balance Sheet. The Buyer and Parent shall jointly and severally indemnify and hold harmless the Shareholders from and against any and all Losses sustained by any of such Shareholders based upon, arising out of or otherwise in respect of (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Buyer and/or Parent contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement to which the Buyer is a party or (b) the operation of the Company subsequent to the Closing.

General Indemnification Obligation. Subject (a) Each Shareholder severally and not jointly agrees, subject to the limitations contained in Section 7.38.3, The Shareholders shall jointly and severally to indemnify and hold harmless the Company, the Buyer, the Buyer and Parent and their respective officers, managers, members, directors, employees, and agents and the Company’s and the Buyer’s Affiliates (each a “Buyer Indemnified Party”) from and against any and all Losseslosses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxesTaxes, costs, fees, expenses (including, without limitation, including but not limited to reasonable attorneys’ fees) and disbursements (collectively “Losses”) actually sustained by any of such Persons based upon, arising out of of, or otherwise in respect of of: (ai) any inaccuracies in or any breach of any representation, warranty, representation or warranty of such Shareholder contained in Article IV of this Agreement; and (ii) any breach of any covenant or agreement of any of the Shareholders such Shareholder contained in this Agreement or any Ancillary Agreement (including any schedule or exhibit attached hereto) hereto or any Ancillary Agreement, thereto); and (b) any Selling Expenses not fully paid prior The Shareholders agree, subject to the Closinglimitations contained in Section 8.3, or (c) any Taxes attributable to any Pre-Closing Tax Period not fully paid when due and payable unless fully accrued for on the Closing Balance Sheet. The Buyer and Parent shall jointly and severally indemnify and hold harmless the Shareholders a Buyer Indemnified Party from and against any and all Losses actually sustained by any of such Shareholders Persons based upon, arising out of, or otherwise in respect of: (i) any inaccuracies in or any breach of any representation or warranty of the Majority Shareholder contained in Article V of this Agreement; (ii) Taxes (or the non-payment thereof) of the Company for, or with respect to, taxable periods ending on or before the Closing Date and, with respect to taxable periods beginning before and ending after the Closing Date, Taxes of the Company to the extent such Taxes are attributable to the portion of the taxable period ending on the Closing Date (in all cases allocated in accordance with the principles of Section 9.2 below), and Taxes of any other Person imposed on the Company pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, operation of law or otherwise, which both (a) relate to an event or transaction occurring on or before the Closing Date, and (b) are properly allocable (under principles similar to those of Section 9.2 below) to taxable periods of such Person ending on or before the Closing Date and, with respect to taxable periods of such Person beginning before and ending after the Closing Date, Taxes of such Person to the extent such Taxes are attributable to the portion of the taxable period ending on the Closing Date; and (iii) the Second Step Merger, including, without limitation, any award of consideration to a shareholder of the Company who has properly exercised his, her, or its appraisal rights in accordance with Section 623 of the New York Business Corporation Law in connection with the Second Step Merger to the extent such award exceeds the Net Share Price on a per share basis. (c) Buyer and Parent, jointly and severally, shall indemnify and hold harmless each Shareholder, and its respective officers, directors, employees, agents and Affiliates (each a “Seller Indemnified Party”) from and against any and all Losses actually sustained by any of such Persons based upon, arising out of or otherwise in respect of of: (ai) any inaccuracies in or any breach of any representation, warranty, covenant representation or agreement warranty of the Parent or Buyer and/or Parent contained in this Agreement or any Ancillary Agreement (including any schedule or exhibit attached heretohereto or thereto); (ii) any breach of any warranty, covenant, or agreement of Parent or Buyer contained in this Agreement or any Ancillary Agreement to which the Buyer is a party (including any schedule or exhibit attached hereto or thereto); and (biii) any liability, loss, or obligation resulting from the operation of the Company subsequent to or any of its business from and after the ClosingClosing Date.

General Indemnification Obligation. (a) Subject to Section 9.2, from and after the limitations contained in Section 7.3Closing, The Shareholders the Seller shall jointly and severally indemnify and hold harmless the Company, the Buyer, the Parent Buyer and their its officers, directors, employees, agents, stockholders and agents and the Company’s and the Buyer’s Affiliates (each, a “Buyer Indemnitee”) from and against any and all Lossesout-of-pocket losses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively “Losses”) actually sustained incurred by any of such Persons a Buyer Indemnitee, based upon, arising out of or otherwise in respect of (ai) any inaccuracies in or any breach of any representation, warranty, covenant representation or agreement of any warranty of the Shareholders Seller contained in Article V of this Agreement or in any Ancillary Agreement, (ii) any breach of the covenants or agreements of the Seller contained in this Agreement (including any schedule or exhibit the Schedules and Exhibits attached hereto) or any Ancillary Agreement, (biii) the Excluded Liabilities, and (iv) any Selling Expenses not fully paid material noncompliance existing as of the Closing Date of the Owned Real Property with the Declaration that is indicated by the estoppel obtained from the Zoning Board pursuant to Section 8.5 (to the extent related to the period prior to the Closing Date). (b) From and after the Closing, or (c) any Taxes attributable to any Pre-Closing Tax Period not fully paid when due and payable unless fully accrued for on the Closing Balance Sheet. The Buyer and Parent shall jointly and severally indemnify and hold harmless the Shareholders Seller and its officers, directors, employees, agents, members and Affiliates (each, a “Seller Indemnitee”) actually incurred by a Seller Indemnitee from and against any and all Losses sustained by any of such Shareholders based upon, arising out of or otherwise in respect of (ai) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Buyer and/or Parent contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement to which the Buyer is a party or (bii) the operation of the Company subsequent any Assumed Liability. NAI-1502700397v12 (c) Each Person providing indemnification pursuant to the Closingthis Section 9.1 is also referred to herein as an “Indemnifying Party,” and each Person being indemnified pursuant to this Section 9.1 is also referred to here as an “Indemnified Party.”

General Indemnification Obligation. Subject to the limitations contained set forth in Section 7.39.3 of this Agreement, The Shareholders the Stockholders shall jointly and severally indemnify and hold harmless the Company, the BuyerParent, the Parent Buyer and their officers, directors, employees, and agents and the Company’s and the Buyer’s Affiliates from and against any and all Losseslosses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses and disbursements (including, without limitation, reasonable attorneys’ fees) and disbursements (collectively “Losses”) actually sustained by any of such Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of any of the Shareholders Stockholders contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement, (b) any Indebtedness or Selling Expenses incurred by the Company and not fully paid prior to on the ClosingClosing Date, or (c) any Taxes of the Company attributable to any Pre-Closing Tax Period and not fully paid when due and payable unless fully accrued for on payable. Any indemnification by the Closing Balance SheetStockholders pursuant to this Section 9.1 will be (i) joint and several among each Stockholder that is a member of the Soin Group, (ii) joint and several among each Stockholder that is a member of the Xxxxxxxx Group, (iii) joint and several among each Stockholder that is a member of the Xxxxx Group, and (iv) several as between each of the Soin Group, the Xxxxxxxx Group, and the Xxxxx Group with respect to such groups’ aggregate proportional ownership of the Shares. The Buyer and the Parent shall jointly and severally indemnify and hold harmless the Shareholders Stockholders from and against any and all Losses actually sustained by any of such Shareholders Persons based upon, arising out of or otherwise in respect of (ai) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Buyer and/or or the Parent contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement to which the Buyer or the Parent, as applicable, is a party party, or (bii) the operation any Taxes of the Company subsequent that are attributable to the Closingany Post-Closing Tax Period and are not fully paid when due and payable.

General Indemnification Obligation. Subject to the limitations contained in Section 7.3, The Shareholders shall jointly and severally indemnify and hold harmless the Company, the BuyerParent, the Parent Buyer and their officers, directors, employees, and agents and the Company’s 's and the Buyer’s 's Affiliates from and against any and all Losseslosses, liabilities, claims, damages, penalties, fines, judgments, awards, settlements, taxes, costs, fees, expenses (including, without limitation, reasonable attorneys’ ' fees) and disbursements (collectively “"Losses”") actually sustained by any of such Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of any of the Shareholders contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement, (b) the operation of the Company prior to the date of this Agreement, other than those Losses relating solely to product warranties of the Company, (c) any Indebtedness or Selling Expenses not fully paid prior to on the Closingdate of this Agreement, or (cd) any Taxes attributable to any Pre-Closing Tax Period not fully paid when due and payable unless fully accrued for on the Closing Balance Sheetpayable. The Buyer and the Parent shall jointly and severally indemnify and hold harmless the Shareholders from and against any and all Losses actually sustained by any of such Shareholders Persons based upon, arising out of or otherwise in respect of (a) any inaccuracies in or any breach of any representation, warranty, covenant or agreement of the Buyer and/or or the Parent contained in this Agreement (including any schedule or exhibit attached hereto) or any Ancillary Agreement to which the Buyer or the Parent, as applicable, is a party or (b) the operation of the Company subsequent to the Closingparty.