Indemnification and Payment of Damages by Shareholders. The Shareholders Jointly and severally will indemnify and hold harmless the Purchaser, and its Representatives, shareholders, controlling persons, and Affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of any loss, liability, claim, damage (including all damages to which such party is entitled under applicable laws), or expense (including costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by any of the Shareholders in this Agreement or any Schedule attached hereto, or any other certificate or document delivered by any of the Shareholders pursuant to this Agreement;
(b) any Breach of any representation or warranty made by any of the Shareholders in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Schedules attached hereto;
(c) any Breach by either of the Shareholders of any covenant or obligation of such Shareholders in this Agreement;
(d) any product shipped or manufactured by, or any services provided by, the Companies prior to the Closing Date;
(e) any matter disclosed in Schedule 3.28;
(f) any liability or obligation of any of the Companies as of the Closing Date not reflected on the Closing Date Balance Sheet as it may be adjusted pursuant to the provisions of SECTIONS 2.03(b) and (c);
(g) any claim by any Person for broker's or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any of the Shareholders or any Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions;
(h) the Medicaid Investigation;
(i) any liability or obligation arising out of or relating to the failure of the Shareholders to obtain any consent required in connection with consummation of the Contemplated Transactions including, without limitation, the Landlord Estoppel Certificate and consents contained therein; provided, however, that the Shareholders shall be entitled to reasonable control of the process of obtaining the Landlord Estoppel Certificates on and after the Closing Date; and provided further that this indemnification shall not apply to (a) any Landlord Estoppel Certificate or lease assignment ...
Indemnification and Payment of Damages by Shareholders. (a) Shareholders shall indemnify and hold Buyer's Indemnitees harmless from, and shall pay to Buyer's Indemnitees the amount of, all Damages, arising, directly or indirectly, from or in connection with:
(1) any Breach of any representation or warranty contained in Section 4.9 or Section 6.9 of this Agreement;
(2) any Breach by Operator or Shareholders, or both, of any of their covenants in this Agreement; or
(3) any Retroactive Obligation, as defined in Section 8.8, incurred by Buyer.
(b) If Shareholders pay a claim to Buyer's Indemnitees pursuant to this Agreement, then Shareholders shall be subrogated to all rights of Buyer's Indemnitees against others for recovery of Damages, except affiliates, employees, officers, directors, successors or assigns of Buyer's Indemnitees.
Indemnification and Payment of Damages by Shareholders. Subject to Section 8.3 of this Agreement, each Shareholder and the Company will indemnify and hold harmless Parent, MergerSub, and their respective Representatives, shareholders, controlling persons, and affiliates (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by the Shareholders or the Company in this Agreement, the Company Disclosure Schedule or any other certificate or document delivered by the Shareholders or the Company pursuant to this Agreement;
(b) any Breach by any Shareholder or the Company of any covenant or obligation of such Shareholder or the Company in this Agreement;
(c) any Liability arising out of the ownership or operation of the Acquired Assets or the Excluded Assets prior to the Effective Time, other than the Assumed Liabilities;
(d) any product or component thereof developed or delivered, or any services provided by, the Company, in whole or in part, prior to the Closing Date;
(e) any Excluded Liabilities; and
(f) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any Shareholder or the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions.
Indemnification and Payment of Damages by Shareholders. Each Shareholder, individually and not jointly and severally, will indemnify and hold harmless Celtic and its officers and directors (collectively, the "Indemnified Persons"), and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connect(a) any breach of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder pursuant to this Agreement; or (b) any breach by such Shareholder of any covenant or obligation of such Shareholder in this Agreement; provided, however, that if any Shareholder has "Knowledge" of a matter giving rise to a breach of a representation or warranty and the other Shareholder does not have Knowledge of such matter, then the Shareholder without such Knowledge shall not be liable to any extent to any party on account of such breach of representation or warranty.
Indemnification and Payment of Damages by Shareholders. (a) Shareholders shall indemnify and hold Buyer's Indemnitees harmless from, and shall pay to Buyer's Indemnitees the amount of, all Damages, arising, directly or indirectly, from or in connection with:
(1) any Breach of any representation or warranty contained in Section or Section of this Agreement; or
(2) any Breach by Operator or Shareholders, or both, of any of their covenants in this Agreement.
(b) If Shareholders pay a claim to Buyer's Indemnitees pursuant to this Agreement, then Shareholders shall be subrogated to all rights of Buyer's Indemnitees against others for recovery of Damages, except affiliates, employees, officers, directors, successors or assigns of Buyer's Indemnitees.
Indemnification and Payment of Damages by Shareholders. Shareholders, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by Shareholders in this Agreement, the Shareholder Disclosure Schedule, the supplements to the Shareholder Disclosure Schedule, or any other certificate or document delivered by Shareholders pursuant to this Agreement;
(b) any Breach of any representation or warranty made by Shareholders in this Agreement as if such representation or warranty were made on and as of the Closing Date, other than any such Breach that is disclosed in a supplement to the Shareholder Disclosure Schedule on or before the Closing;
(c) any Breach by any Shareholder of any covenant or obligation of such Shareholder in this Agreement;
(d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any Shareholder or the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.
Indemnification and Payment of Damages by Shareholders. Shareholders, jointly and severally, will indemnify and hold harmless Purchaser, the Company, and their respective Representatives, Shareholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), to the extent such Damages exceed any then currently existing insurance coverage, arising, directly or indirectly, from or in connection with:
Indemnification and Payment of Damages by Shareholders. In accordance with Section 10.6, Shareholders will indemnify and hold harmless Buyer, the Surviving Corporation (from and after the Closing) and their respective Representatives and Affiliates (collectively, the "INDEMNIFIED PERSONS") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), after taking into account any insurance proceeds collected by the Company, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "DAMAGES"), arising, directly or indirectly, from or in connection with:
10.2.1 any Breach of any representation or warranty made by Shareholders in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter or any other certificate or document delivered by Shareholders pursuant to this Agreement;
10.2.2 any Breach of any representation or warranty made by Shareholders in this Agreement as if such representation or warranty were made on and as of the Closing Date;
10.2.3 any Breach by a Shareholder of any covenant or obligation of such Shareholder in this Agreement;
Indemnification and Payment of Damages by Shareholders. Shareholders, jointly and severally, will indemnify and hold harmless AMG, TULSAT, and their respective Representatives, stockholders, controlling persons, and Related Persons (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by Diamond or Shareholders in this Agreement (without giving effect to any supplement to the Disclosure Schedule), the Disclosure Schedule, the supplements to the Disclosure Schedule, or any other certificate or document delivered by Shareholders or Diamond pursuant to this Agreement;
(b) any Breach of any representation or warranty made by the Diamond or Shareholders in this Agreement as if such representation or warranty were made on and as of the Effective Time of the Merger without giving effect to any supplement to the Disclosure Schedule, other than any such Breach that is disclosed in a supplement to the Disclosure Schedule and is expressly identified in the certificate delivered pursuant to Section 7.3; or -42-
(c) any Breach by any Shareholder or Diamond of any covenant or obligation of Shareholder or Diamond under this Agreement. The procedure described in Section 11.5 will apply to any claim solely for monetary Damages relating to a matter covered by this Section 11.2. The remedies provided in this Article XI will the exclusive remedy of any party hereto for any breach of or failure of performance required hereunder by any other party hereto; provided, however, that any right or remedy of a party hereto by reason of the fraud or intentional Breach of any other party hereto shall not be so limited.
Indemnification and Payment of Damages by Shareholders. The Shareholders will indemnify and hold harmless the Buyer and its respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:
(a) any Breach of any representation or warranty made by the Shareholders in this Agreement, the Disclosure Schedule, or any other certificate or document delivered by, or on behalf of, the Shareholders pursuant to this Agreement;
(b) any Breach by either Shareholder of any covenant or obligation of such Shareholder in this Agreement;
(c) any statement made in the Disclosure Schedule that is not accurate; or
(d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Valley or either Shareholder (or any Person acting on their behalf) in connection with Merger. The remedies provided in this Section 5.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.
