Common use of Indemnifiable Losses Clause in Contracts

Indemnifiable Losses. The Indemnitor shall indemnify the respective party (including its stockholders, directors and officers) (each, an “Indemnitee”) against, and hold each Indemnitee harmless and pay on behalf of or reimburse the Indemnitee in respect of the entirety of any claims, actions, suits, settlements, damages, expenses (including, reasonable legal costs and expenses), losses, or costs sustained or incurred by such Indemnitees (collectively, “Losses”) which the Indemnitee may incur, suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with any allegation or claim in respect of any of the following (subject to the limitations in this Section 9): (a) any failure of any representation or warranty made by the Indemnitor in this Agreement or in any Transaction Document (including, the Disclosure Schedule, and any exhibit or schedule thereto) to be true and correct as of the date of this Agreement and as of the Closing Date as though such representation or warranty were made as of the Closing Date, provided however that the Purchasers’ liability and indemnification obligations hereunder shall be limited to failure of representations or warranties relating to or arising out of, the Parent Exchange Shares; (b) any breach, default or violation of any covenant or obligation of, or agreement by an Indemnitor (prior to Closing) contained in this Agreement or in any other Transaction Document; (c) solely with respect to indemnification by the Seller, any loans, liabilities or obligations of the Indemnitor (including, without duplication, the Debt Amount and the Signing Bonus) whether or not such loans, liabilities or obligations are known or unknown, contingent or fixed, or matured or unmatured, whether or not such Losses are caused by the negligence or misconduct of the Indemnitor, existing as of the Closing Date or arising after the Closing Date (collectively, the “Liabilities”); (d) solely with respect to indemnification by the Seller, any taxes, charges, duties, fees, levies, imposts or other assessments, reassessments, or mandatory payments of any kind whatsoever, whether direct or indirect, imposed by or payable to or accrued to the benefit of any federal, state, municipal, local or foreign tax authority, owed or that may become owed by the Seller Subsidiary with respect to any period ending on (and including) the Closing Date; and (e) any Fraud by or on behalf of the Indemnitor.

Indemnifiable Losses. The Indemnitor shall During the period following the Closing Date, the Principal Shareholders, on the one hand, and, Core, on the other hand (each referred to as an "Indemnitor") will, jointly and severally, indemnify Core, in the case of the Principal Shareholders, and the Shareholders, in the case of Core, and its or their respective party directors, officers, advisers, subsidiaries (including its stockholdersCMB Acquisition, directors Inc., in the case of indemnification by the Principal Shareholders), affiliates, agents, successors and officers) assigns (collectively, the "Indemnitees"), and save and hold the Indemnitees harmless from and against any damage, liability, loss, claim, cost, debt, expense, obligation, tax, assessment, lawsuit or deficiency of any kind or nature, fixed, actual, accrued or contingent, liquidated or unliquidated, including, without limitation, attorneys' fees and other actual costs and expenses incident to proceedings or investigations or the defense of any of the foregoing, whether or not litigation has commenced (each, an “Indemnitee”a "Loss") against, and hold each Indemnitee harmless and pay on behalf of or reimburse the Indemnitee in respect of the entirety of any claims, actions, suits, settlements, damages, expenses (including, reasonable legal costs and expenses), losses, or costs sustained or incurred by such Indemnitees (collectively, “Losses”) which the Indemnitee may incur, suffer, sustain or become subject to, as a result of, arising out of, resulting from or relating to or in connection with any allegation or claim in respect of any of the following (subject to the limitations in this Section 9):to: (a) any failure breach of any representation or warranty made by the of such Indemnitor in this Agreement or in any Transaction Document (includingof the Merger Agreements, the Disclosure Schedule, and any exhibit or schedule thereto) to be true and correct as of the date of this Agreement Agreement, and as of through and including the Closing Effective Date as though such representation or warranty were made as of and the Closing Date, provided however that the Purchasers’ liability and indemnification obligations hereunder shall be limited to failure of representations or warranties relating to or arising out of, the Parent Exchange Shares; (b) any breachfailure of such Indemnitor to duly perform or observe any term, default or violation of any provision, covenant or obligation of, agreement to be performed or agreement observed by an such Indemnitor (prior pursuant to Closing) contained in this Agreement or in any other Transaction Documentof the Merger Agreements; (c) solely with respect only as to indemnification the Principal Shareholders as Indemnitors and Core as the Indemnitee, (i) any action, proceeding, event or circumstances set forth on Schedule 2.28; (ii) aggregate expenses, incurred from and after the Effective Date for replacement or repair of products invoiced by the Seller, any loans, liabilities or obligations of the Indemnitor (including, without duplication, the Debt Amount and the Signing Bonus) whether or not such loans, liabilities or obligations are known or unknown, contingent or fixed, or matured or unmatured, whether or not such Losses are caused by the negligence or misconduct of the Indemnitor, existing as of CMB prior to the Closing Date or arising after other damages based upon the failure of such products to comply with the applicable warranties of CMB ("Product Warranty Expenses"), in excess of $220,000 in either of the first two years following the Closing Date Date; provided, however, that any amounts paid in respect of a given year pursuant to (collectivelyiii) of this Section 6.1(c) shall be deducted from any amounts otherwise payable pursuant to section 6.1(c)(ii) for such year; (iii) any expenses arising from or related to the matter described at item 1 of Schedule 2.16 (the "Colorado Springs Project"), to the “Liabilities”);extent of the lesser of (A) the amount of such expenses, or (B) the excess of the amount of Product Warranty Expenses (including those relating to the Colorado Springs Project) over $110,000, in either of the first two years following the Closing Date; (iv) any liabilities or obligations arising from or related to the lease, described at item 3 of Schedule 2.10, for any period after December 31, 1995; and (v) any liabilities or obligations arising from or related to the plans described at item 1(a) and (b) of Schedule 2.24. (d) solely with respect only as to indemnification the Principal Shareholders as Indemnitors and Core as the Indemnitee, except as set forth on Schedule 6.1(d), any severance, termination or similar costs or expenses paid or payable by the SellerSurviving Corporation to any director, officer, employee, agent, representative or independent contractor of CMB, which costs or expenses arise in connection with any taxesact taken, charges, duties, fees, levies, imposts omission made or other assessments, reassessmentsagreement or arrangement entered into, or mandatory payments of any kind whatsoevercommitted to be entered into, whether direct or indirect, imposed by or payable to or accrued to the benefit of any federal, state, municipal, local or foreign tax authority, owed or that may become owed by the Seller Subsidiary with respect to any period ending on (and including) the Closing Date; and (e) any Fraud by or on behalf of CMB; (e) only as to the IndemnitorPrincipal Shareholders as Indemnitors and Core as the Indemnitee, (i) any claim by any purported holder of any of the CMB Capital Stock or of any option, whether exercised or unexercised, or any right to convert into or to acquire any shares of the CMB Capital Stock, to any amounts with respect thereto greater than the payments, if any, to which such purported holder is entitled pursuant to Section 1.2 or 1.7 of this Agreement or as to the treatment of any such holder; or (ii) any claim, loss, damage, costs, expenses or liabilities as a result of any Hazardous Materials on, over, under, from or affecting, as of or prior to the Closing Date, the Property or the soil, water, vegetation, persons or animals thereon or thereabout, including without limitation, any related personal injury (including wrongful death) or property damage or any lawsuit brought or threatened, settlement reached or government order relating to any such Hazardous Material and/or any violation of any Environmental Laws; and (f) only as to Core as Indemnitor and the Shareholders as Indemnitees: (i) any income tax liability of CMB and the Shareholders arising during the period from the Effective Date to the Closing Date, from sales of CMB in respect of the Business during such period; provided, however, that, for purposes of Core's indemnity obligations hereunder, any such tax liability shall be calculated in accordance with, and limited by, the CMB accrual rates for taxes which have been disclosed in writing by CMB to Core; and (ii) any claim, loss, damage, costs, expenses or liabilities as a result of any Hazardous Materials on, over, under, from or affecting the Property or the soil, water, vegetation, persons or animals thereon or thereabout, subsequent to the Closing Date, including without limitation, any related personal injury (including wrongful death) or property damage or any lawsuit brought or threatened, settlement reached or government order relating to any such Hazardous Material and/or any related violation of any Environmental Laws by Core; provided, however, that such Hazardous Materials, and/or any related violation of any Environmental Laws, arise from the operation of the Business by Core subsequent to the Closing Date.

Indemnifiable Losses. The Indemnitor Subject to Section 8.02(b), Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns shall indemnify the respective party (including its stockholdersbe indemnified and held harmless by Seller for any and all Liabilities, directors and officers) (each, an “Indemnitee”) against, and hold each Indemnitee harmless and pay on behalf of or reimburse the Indemnitee in respect of the entirety of any claims, actions, suits, settlementslosses, damages, expenses claims, costs and expenses, interest, awards, judgments and penalties actually suffered or incurred by them (including, reasonable legal without limitation, any Action brought or otherwise initiated by any of them), but not including any indirect, consequential or punitive damages (such Liabilities, losses, damages, claims, costs and expenses), lossesinterest, awards, judgments and penalties, including without limitation any such Action, but not including any indirect, consequential or costs sustained or incurred by such Indemnitees (punitive damages, each a "Loss" and collectively, “"Losses”") which the Indemnitee may incur, suffer, sustain or become subject to, as a result of, arising out of, relating to of or in connection with any allegation or claim in respect of any of resulting from the following (subject to the limitations in this Section 9):following: (ai) any failure the breach of any representation or warranty made by Seller contained in the Indemnitor Acquisition Documents; (ii) the breach of any covenant or agreement by Seller contained in this Agreement the Acquisition Documents; (iii) any and all Losses suffered or incurred by Purchaser by reason of or in connection with any Transaction Document (includingclaim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of Seller occurring or existing prior to the Disclosure ScheduleClosing; provided however, and that Seller shall be liable for any exhibit such Losses arising out of or schedule thereto) related to be true and correct as Year 2000 compliance of the date of this Agreement and as of products sold by Seller or services rendered by Seller prior to the Closing Date as though including such representation Losses that arise following the Closing; and (iv) liabilities, whether arising before or warranty were made as of after the Closing Date, provided however that the Purchasers’ liability and indemnification obligations hereunder shall be limited are not expressly assumed by Purchaser pursuant to failure of representations or warranties relating to or arising out ofthis Agreement, the Parent Exchange Shares; (b) any breach, default or violation of any covenant or obligation of, or agreement by an Indemnitor (prior to Closing) contained in this Agreement or in any other Transaction Document; (c) solely with respect to indemnification by the Seller, any loans, liabilities or obligations of the Indemnitor (including, without duplicationlimitation the Excluded Liabilities, the Debt Amount Employment Agreement of Xxxxx Xxxxxx and the Signing Bonus) whether or not such loansPurchase Agreement between The Judge Group and On Site Solutions, liabilities or obligations are known or unknownInc. dated May 31, contingent or fixed, or matured or unmatured, whether or not such Losses are caused by the negligence or misconduct of the Indemnitor, existing as of the Closing Date or arising after the Closing Date (collectively, the “Liabilities”); (d) solely with respect to indemnification by the Seller, any taxes, charges, duties, fees, levies, imposts or other assessments, reassessments, or mandatory payments of any kind whatsoever, whether direct or indirect, imposed by or payable to or accrued to the benefit of any federal, state, municipal, local or foreign tax authority, owed or that may become owed by the Seller Subsidiary with respect to any period ending on (and including) the Closing Date; and (e) any Fraud by or on behalf of the Indemnitor1998.

Indemnifiable Losses. The Indemnitor Seller shall indemnify the respective party Company (including its stockholdersshareholders, directors and officers) (each, an a “Company Indemnitee”) against, and hold each Company Indemnitee harmless and pay on behalf of or reimburse the Indemnitee in respect of the entirety of any from, all claims, actions, suits, settlements, damages, expenses (including, including reasonable legal costs and expenses), losses, losses or costs sustained or incurred by such Indemnitees (collectively, “Losses”) which the Indemnitee may incursustained or incurred by such Company Indemnitees resulting from, suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with any allegation or claim in respect of any of the following (subject to the limitations in this Section 9): (a) any failure of any representation or warranty made by the Indemnitor in this Agreement or in any Transaction Document (including, the Disclosure Schedule, and any exhibit or schedule thereto) to be true and correct as of the date of this Agreement and as of the Closing Date as though such representation or warranty were made as of the Closing Date, provided however that the Purchasers’ liability and indemnification obligations hereunder shall be limited to failure of representations or warranties relating to or arising out of, a breach or misrepresentations of any of the Seller or the Purchased Company’s representations, warranties or covenants made in this Agreement, subject to the limitations set forth in this Section 9; and the Company shall indemnify each of the Parent Exchange (only with respect the representations set forth in Sections 2.1 (Organization), 2.2 (Capitalization), 2.3 (Authorization) and 2.4 (Valid Issuance of Shares; )) and the Investor (bincluding their shareholders, directors and officers) any breach(each, default an “Investor Indemnitee”, and, together with the Company Indemnitees, each an “Indemnitee”)) against, and hold each Investor Indemnity harmless from, all Losses sustained or violation incurred resulting from, or arising out of, a breach or misrepresentation of any covenant of the Company, the Company Subsidiary or obligation ofthe Acquirer's representations, warranties or agreement by an Indemnitor (prior to Closing) contained covenants made in this Agreement or in any other Transaction Document; (c) solely except that with respect to the Parent, such indemnification obligation shall relate only to the representations set forth in Sections 2.1 (Organization), 2.2 (Capitalization), 2.3 (Authorization) and 2.4 (Valid Issuance of Shares)), subject to the limitations set forth in this Section 9. In addition, subject to the limitations set forth in Section 9(b)(ii), the Seller shall indemnify each Company Indemnitee against all Losses incurred by the Seller, any loans, liabilities it and resulting from or obligations arising out of the Indemnitor (including, without duplication, the Debt Amount and the Signing Bonus) whether or not such loans, liabilities or obligations are known or unknown, contingent or fixed, or matured or unmatured, whether or not such Losses are caused by the negligence or misconduct operation of the Indemnitor, existing as of Purchased Company Business due to any event that shall have occurred prior or in connection with the Closing Date or arising after the Closing Date (collectively, the “Liabilities”); (d) solely with respect to indemnification by the Seller, any taxes, charges, duties, fees, levies, imposts or other assessments, reassessments, or mandatory payments of any kind whatsoever, whether direct or indirect, imposed by or payable to or accrued that is not related to the benefit of any federal, state, municipal, local or foreign tax authority, owed or that may become owed by Purchased Company Transferred Assets (the Seller Subsidiary with respect to any period ending on (and including) the "Pre Closing Date; and (e) any Fraud by or on behalf of the IndemnitorIndemnification Obligation").