Common use of HCCH AGREEMENT TO INDEMNIFY Clause in Contracts

HCCH AGREEMENT TO INDEMNIFY. Subject to the limitations set forth in this Article XI, HCCH will indemnify and hold harmless NASRA, each Affiliated Company, and the NASRA Shareholders and their officers, shareholders, directors, administrators. successors and assigns (hereinafter in this Section 11.3 referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, net of any recoveries under insurance policies, recoveries from third parties and tax savings known to Indemnified Persons at the time of making a claim hereunder (hereafter in this Section 11.3 referred to as "NASRA Damages") arising out of any misrepresentation or breach of or default under any of the representations, warranties, covenants and agreements given or made by HCCH or Merger Sub in this Agreement or any certificate or exhibit delivered by or on behalf of HCCH or Merger Sub pursuant hereto. In seeking indemnification for NASRA Damages under this Section 11.3 following the Closing, the Indemnified Person's remedy will be limited to receiving up to that number of shares of HCCH Common Stock determined by dividing (a) the amount of the NASRA Damages by (b) the Closing Date Price. Provided, however, that irrespective of the number of claims asserted by Indemnified Persons hereunder in the amount of the NASRA Damages for which indemnification is sought, HCCH, in the aggregate, shall under no circumstances be obligated to make an indemnification payment hereunder beyond that number of shares of HCCH Common Stock equal to the total number of shares of HCCH Common Stock provided to the NASRA Shareholders on the Effective Date (the "Maximum HCCH Liability"). The indemnification provided for in this Section 11.3 will not apply unless and until the aggregate NASRA Damages for which one or more Indemnified Person seeks indemnification exceeds $100,000 in the aggregate, in which event the indemnification provided for will include all NASRA Damages (a franchise deductible) up to the Maximum HCCH Liability.

HCCH AGREEMENT TO INDEMNIFY. Subject to the limitations set forth in this Article XIX, from and after the Closing, HCCH will indemnify and hold harmless NASRA, each Affiliated Company, and the NASRA Shareholders and their officers, shareholders, directors, administrators. successors and assigns (hereinafter in this Section 11.3 10.3 referred to individually as an "HCCH Indemnified Person" and collectively as "HCCH Indemnified Persons") from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, net of any recoveries under insurance policies, recoveries from third parties and tax savings known to HCCH Indemnified Persons at the time of making a claim hereunder (hereafter in this Section 11.3 10.3 referred to as the "NASRA Shareholders' Damages") arising out of any misrepresentation or breach of or default under any of the representations, warranties, covenants and agreements given or made by HCCH or Merger Sub in this Agreement or any certificate or exhibit delivered by or on behalf of HCCH or Merger Sub pursuant hereto. In seeking indemnification for NASRA the Shareholders' Damages under this Section 11.3 10.3 following the Closing, the HCCH Indemnified Person's remedy will be limited to receiving up to that number of shares of HCCH Common Stock determined by dividing (a) the amount of the NASRA Shareholders' Damages by (b) the Closing Date Price. Provided; provided, however, that irrespective of the number of claims asserted by HCCH Indemnified Persons hereunder in the amount of the NASRA Shareholders' Damages for which indemnification is sought, HCCH, in the aggregate, shall under no circumstances be obligated to make an indemnification payment hereunder beyond that number of shares of HCCH Common Stock equal to the total number of shares of HCCH Common Stock provided to the NASRA Shareholders on the Effective Closing Date (the "Maximum HCCH Liability"). The indemnification provided for in this Section 11.3 10.3 will not apply unless and until the aggregate NASRA Shareholders' Damages for which one or more HCCH Indemnified Person seeks indemnification exceeds $100,000 50,000 in the aggregate, in which event the indemnification provided for will include all NASRA Shareholders' Damages (a franchise deductible) up to the Maximum HCCH Liability. The HCCH Indemnified Persons are only entitled to be reimbursed for the actual indemnified expenditures or damages incurred by them for the above described losses. Such HCCH Indemnified Persons are not entitled to consequential, special, or other speculative or punitive categories of damages.

HCCH AGREEMENT TO INDEMNIFY. Subject to the limitations set forth in this Article XI, from and after the Effective Time HCCH will indemnify and hold harmless NASRAHoldco, each Affiliated Company, and the NASRA Holdco Shareholders and their officers, shareholders, directors, administrators. , heirs, personal representatives, successors and assigns (hereinafter in this Section 11.3 referred to individually as an "HCCH Indemnified Person" and collectively as "HCCH Indemnified Persons") from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, fees (net of of: (i) any recoveries under insurance policies, ; (ii) recoveries from third parties parties; and (iii) tax savings known to HCCH Indemnified Persons at the time of making a claim hereunder hereunder) (hereafter in this Section 11.3 referred to as "NASRA Holdco Damages") arising out of any misrepresentation or breach of or default under any of the representations, warranties, covenants and agreements given or made by HCCH or Merger Sub in this Agreement or any certificate or exhibit delivered by or on behalf of HCCH or Merger Sub pursuant hereto. In seeking indemnification for NASRA Holdco Damages under this Section 11.3 following the Closing, the HCCH Indemnified Person's remedy will be limited to receiving up to that number of shares of HCCH Common Stock determined by dividing (a) the amount of the NASRA Holdco Damages by (b) the Closing Date Price. Provided; provided, however, that irrespective of the number of claims asserted by HCCH Indemnified Persons hereunder in the amount of the NASRA Holdco Damages for which indemnification is sought, HCCH, in the aggregate, shall under no circumstances be obligated to make an indemnification payment hereunder beyond that number of shares of HCCH Common Stock equal to the total number of shares of HCCH Common Stock provided to the NASRA Holdco Shareholders on the Effective Date (the "Maximum HCCH Liability"). The indemnification provided for in this Section 11.3 will not apply unless and until the aggregate NASRA Holdco Damages for which one or more HCCH Indemnified Person seeks indemnification exceeds $100,000 150,000 in the aggregate, in which event the indemnification provided for will include all NASRA Holdco Damages (a franchise deductible) up to the Maximum HCCH Liability. The HCCH Indemnified Persons are only entitled to be reimbursed for the actual indemnified expenditures or damages incurred by them for the above described losses. Such HCCH Indemnified Persons are not entitled to consequential, special, or other speculative or punitive categories of damages.

HCCH AGREEMENT TO INDEMNIFY. Subject to the limitations set forth in this Article XIXII, HCCH will indemnify and hold harmless NASRA, each Affiliated CompanyXxxxxxx, and the NASRA Xxxxxxx Shareholders and their officers, shareholders, directors, administrators. , successors and assigns (hereinafter in this Section 11.3 referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, net of any recoveries under insurance policies, recoveries from third parties and tax savings known to Indemnified Persons at the time of making a claim hereunder (hereafter in this Section 11.3 12.4 referred to as "NASRA Xxxxxxx Damages") arising out of any misrepresentation or breach of or default under any of the representations, warranties, covenants and agreements given or made by HCCH or Merger Sub in this Agreement or any certificate or exhibit delivered by or on behalf of HCCH or Merger Sub pursuant hereto. In seeking indemnification for NASRA Xxxxxxx Damages under this Section 11.3 12.4 following the Closing, the Indemnified Person's remedy will be limited to receiving up to that number of additional shares of HCCH Common Stock determined by dividing (a) the amount of the NASRA Xxxxxxx Damages by (b) the Closing Date Price. Provided, however, that irrespective of the number of claims asserted by Indemnified Persons hereunder in the amount of the NASRA Xxxxxxx Damages for which indemnification is sought, HCCH, in the aggregate, shall under no circumstances be obligated to make an indemnification payment hereunder beyond that number of additional shares of HCCH Common Stock equal to one-half of the total number of shares of HCCH Common Stock provided to the NASRA Xxxxxxx Shareholders on the Effective Date (the "Maximum HCCH Liability"). The indemnification provided for in this Section 11.3 12.4 will not apply unless and until the aggregate NASRA Xxxxxxx Damages for which one or more Indemnified Person seeks indemnification exceeds $100,000 75,000 in the aggregate, in which event the indemnification provided for will include all NASRA Xxxxxxx Damages (a franchise deductible) up to the Maximum HCCH Liability.