Common use of Indemnification by Seller and Shareholder Clause in Contracts

Indemnification by Seller and Shareholder. In addition to any rights or remedies Buyer or its affiliates may otherwise have at law or in equity, subject to Section 7.2, Seller and Shareholder jointly and severally hereby release and discharge and shall indemnify, defend and hold harmless Buyer and its affiliates, the directors, officers, employees, controlling persons, lenders, insurers, agents and representatives of Buyer or of any of Buyer’s affiliates, and the respective successors and assigns of any of the foregoing (the “Buyer Covered Persons”) from and against any and all Claims, Environmental Claims and Losses constituting, arising out of, relating to, or attributable to (i) any Excluded Liability; (ii) any Excluded Asset; (iii) any breach of any representation or warranty of Seller or any Shareholder set forth in this Agreement; (iv) any breach of any covenant or agreement of Seller or Shareholder set forth in this Agreement; (v) any act, omission or event occurring, or any condition or circumstance existing, prior to the Closing Date (regardless of whether it continues after the Closing Date), or any other condition, circumstance or event attributable to any act, omission or event prior to the Closing Date (regardless of whether it continues after the Closing Date), including, without limitation, any Claims, Environmental Claims, Taxes, Working Capital Liabilities or Losses disclosed on any Schedule hereto, but excluding Assumed Liabilities; or (vi) any Employee Benefit Plan of Seller or any employment or similar agreement to which Seller is a party; provided, however, that Seller’s and Shareholder’s indemnification obligations under this Section 7.1 shall not apply to any Claims, Environmental Claims or Losses arising from, out of or in any manner connected with any Claims, Environmental Claims or Losses for which any Seller Covered Person may be entitled to indemnity pursuant to Section 7.3 below.

Indemnification by Seller and Shareholder. In addition to any rights or remedies Buyer or its affiliates may otherwise have at law or in equity, subject to Section 7.2, Each of Seller and --------------------------------------------- Shareholder shall, jointly and severally hereby release and discharge and shall indemnifyseverally, defend protect, indemnify and hold harmless Buyer Purchaser and its affiliatesBluegate, the and Purchaser's and Bluegate's shareholders, directors, officers, employees, controlling personsagents, lenders, insurers, agents and representatives of Buyer or of any of Buyer’s affiliates, and the respective successors and assigns of any of the foregoing (the “Buyer Covered Persons”) assigns, from and against any and all Claimsdemands, Environmental Claims claims, actions, causes of actions, lawsuits, proceedings, judgments, losses, damages, injuries, liabilities, obligations, expenses and Losses constitutingcosts (including costs of litigation and attorneys' fees), arising out of, relating to, or attributable to (i) any Excluded Liability; (ii) any Excluded Asset; (iii) from any breach of any agreement, representation or warranty made by any of Seller or any Shareholder set forth them in this Agreement; (iv) . Seller and Shareholder agree that Purchaser and Bluegate shall have the right to offset any breach of any covenant or agreement of Seller or Shareholder set forth in this Agreement; (v) any act, omission or event occurring, or any condition or circumstance existing, prior to the Closing Date (regardless of whether it continues after the Closing Date), or any other condition, circumstance or event attributable to any act, omission or event prior to the Closing Date (regardless of whether it continues after the Closing Date), including, without limitation, any Claims, Environmental Claims, Taxes, Working Capital Liabilities or Losses disclosed on any Schedule hereto, but excluding Assumed Liabilities; or (vi) any Employee Benefit Plan of Seller or any employment or similar agreement to which Seller is a party; provided, however, that Seller’s and Shareholder’s indemnification obligations indemnifiable amount arising under this Section 7.1 6.2 against the Royalty to be paid pursuant to this Agreement or any stock issued into escrow or to be issued pursuant to this Agreement or such consideration that is received or to be received with respect to such stock in connection with a Change in Control. To the extent that Seller and Shareholder are found to be liable to the Purchaser and Bluegate under this Section 6.2, Seller and Shareholder shall not apply to any Claims, Environmental Claims or Losses arising from, out of or in any manner connected with any Claims, Environmental Claims or Losses for which any Seller Covered Person may be entitled to indemnity elect to satisfy such liability by means of Bluegate Common Stock by giving written notice of such election to Bluegate and by remitting to Bluegate a number of shares of Bluegate Common Stock having an aggregate market value, as of the close of the date preceding the notice required by this Section 6.2, equalling the amount of the liability. The liability of Seller and Shareholder to Bluegate and Purchaser hereunder shall be limited to the amount of the Royalty to be paid pursuant to this Agreement after the date that the liability arose and the shares of Bluegate Common Stock issued pursuant to this Agreement. Seller and Shareholder shall have no liability to Bluegate and Purchaser under this Section 7.3 below6.2 until the amount of claims for which Bluegate or Purchaser or both are entitled to indemnification from Seller and Shareholder hereunder exceeds $20,000.

Indemnification by Seller and Shareholder. In addition to any rights or remedies Buyer or its affiliates may otherwise have at law or in equity, subject to Section 7.2, Seller and ------------ ----------------------------------------- Shareholder agree that they will, jointly and severally hereby release and discharge and shall severally, indemnify, defend defend, protect and hold harmless Buyer and Buyer, its affiliatesofficers, the shareholders, directors, officersagents, employees, controlling persons, lenders, insurers, agents and representatives of Buyer or of any of Buyer’s affiliates, and the respective successors and assigns at all times from and after the date of any of the foregoing (the “Buyer Covered Persons”) this Agreement from and against any all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and all Claimsexpenses whatsoever (including specifically, Environmental Claims but without limitation, reasonable attorneys' fees and Losses constituting, arising out of, relating expenses of investigation) incurred by Buyer as a result of or incident to, or attributable to : (i) any Excluded Liability; (ii) any Excluded Asset; (iiia) any breach of any representation of, misrepresentation in, untruth in or warranty of inaccuracy in the representations and warranties by Seller or any Shareholder Shareholder, set forth in this Agreement or in the Schedules, Exhibits or certificates attached to this Agreement or delivered pursuant to this Agreement; (ivb) any breach nonfulfillment or nonperformance of any agreement, covenant or agreement condition on the part of Seller or Shareholder made in this Agreement and to be performed on after or before the Closing Date; or (c) any claim by a third party that, if true, would mean that a condition for indemnification set forth in subsections (a) or (b) of this AgreementSection 10.1 or Section 1.6 of this Agreement has occurred; (vd) any act, omission or event occurring, or any condition or circumstance existing, prior to the Closing Date (regardless claim arising out of whether it continues after the Closing Date), or any other condition, circumstance or event attributable to any act, omission or event prior to the Closing Date (regardless of whether it continues after the Closing Date), including, without limitation, any Claims, Environmental Claims, Taxes, Working Capital Liabilities or Losses disclosed those litigation matters set forth on any Schedule hereto, but excluding Assumed LiabilitiesSection 5.17; or (vie) any Employee Benefit Plan breach or claimed breach of Seller or any employment or similar agreement the non-competition covenants given by Xxxxxxxx Xxxxxxx to which Seller is Xxxxxxx-Xxxxxx Industries of Florida, Inc. in the BFI Agreement. Buyer agrees that it will not make a party; provided, however, that Seller’s and Shareholder’s claim for indemnification obligations under this Section 7.1 shall not apply to any Claims, Environmental Claims or Losses arising from, out 10.1 for matters in the aggregate having a value of or in any manner connected with any Claims, Environmental Claims or Losses for which any Seller Covered Person may be entitled to indemnity pursuant to Section 7.3 belowless than $5,000.00.

Indemnification by Seller and Shareholder. In addition Seller and ----------------------------------------- Shareholder, each being obligated jointly and severally, agree to any rights or remedies Buyer or indemnify Purchaser and each of its affiliates may otherwise have at law against, and agree to hold it and them harmless from, any Losses incurred or in equity, subject to Section 7.2, Seller and Shareholder jointly and severally hereby release and discharge and shall indemnify, defend and hold harmless Buyer and its affiliates, the directors, officers, employees, controlling persons, lenders, insurers, agents and representatives of Buyer suffered by Purchaser or of any of Buyer’s affiliates, and the respective successors and assigns its affiliates arising out of any of the foregoing following: (the “Buyer Covered Persons”) from and against any and all Claims, Environmental Claims and Losses constituting, arising out of, relating to, or attributable to (i) any Excluded Liability; (ii) any Excluded Asset; (iiia) any breach of or inaccuracy in any representation or warranty of made by Seller or Shareholder pursuant to this Agreement, and any breach of or failure by Seller or Shareholder to perform any covenant or obligation of either Seller or Shareholder set forth out in this Agreement; (ivb) any breach of any covenant debt, claim, obligation or agreement other liability of Seller or Shareholder set forth in this Agreementany of its affiliates other than the Assumed Obligations; (vc) any act, omission or event occurring, claim relating to the Business or any condition or circumstance existing, prior to of the Closing Date Acquired Assets (regardless of whether it continues after the Closing Date), or any other condition, circumstance or event attributable to any act, omission or event prior to the Closing Date (regardless of whether it continues after the Closing Date), including, without limitation, any Claimsclaim based in warranty, Environmental Claimscontract, Taxes, Working Capital Liabilities tort or Losses disclosed strict liability) arising from events occurring on or before the Closing Date; (d) any Schedule hereto, but excluding Assumed Liabilitiesclaim (i) by any Tax Authority regarding any Taxes incurred on or prior to the Closing Date in connection with the Business or the Acquired Assets or (ii) pursuant to the Bulk Sales Laws of any jurisdiction regarding transactions contemplated by this Agreement; (e) any obligation or other liability with respect to any violation by Shareholder or Seller of any Applicable Law in effect on the date hereof or any condition existing on the Real Property on the date hereof; or (vif) any Employee Benefit Plan claims by or liabilities with respect to any employee of any Seller regarding his or her employment or termination of employment with Seller. Recovery will be permitted under clause (a) above only for claims that individually exceed $5,000 and only if the aggregate of all such claims exceed $50,000. Recovery will be permitted for the entire amount of each claim in excess of $5,000 once the aggregate of all such claims exceed $50,000. The liability of Seller or any employment or similar agreement and Shareholder under clause (a) above will be limited to which Seller is a party; provided, however, that Seller’s and Shareholder’s indemnification obligations under this Section 7.1 shall not apply to any Claims, Environmental Claims or Losses arising from, out of or in any manner connected with any Claims, Environmental Claims or Losses for which any Seller Covered Person may be entitled to indemnity pursuant to Section 7.3 belowthe Purchase Price.

Indemnification by Seller and Shareholder. In addition to any rights or remedies Buyer or its affiliates may otherwise have at law or in equity, subject to Section 7.2, Seller and Shareholder jointly and severally severally, hereby release agree (notwithstanding the Closing and discharge regardless of any investigation at any time made by or on behalf of Buyer, or of any information that Buyer may have in respect thereof or the failure by Buyer to examine the operations, premises, books, records and shall accounts of Seller prior to the Closing) to indemnify, save, defend and hold harmless Buyer and its affiliates, the directors, officers, employees, controlling persons, lenders, insurers, agents and representatives of Buyer or of any of Buyer’s affiliates, and the respective successors and assigns of any of the foregoing (the “Buyer Covered Persons”) from and against any and to the extent same constitute out-of-pocket expenditures by Buyer, to promptly reimburse Buyer for all Claimslosses, Environmental Claims liabilities, indebtedness, damages, actions, causes of action, debts, dues, judgments, penalties, fines, costs, obligations, taxes, expenses and Losses constitutingfees, including all reasonable attorney's fees and court costs, incurred by or asserted against the Buyer (all of such losses, liabilities and other items being hereinafter collectively referred to as "Indemnified Liabilities") resulting from, arising out of, relating to, in the nature of or attributable to caused by (i) the breach of any Excluded Liabilityrepresentation, warranty or covenant of Seller or Shareholder contained in this Agreement; (ii) any Excluded Assetobligation, liability, or indebtedness of Seller set forth on Schedule 2.2 hereto, or which was outstanding prior the Closing and known to Seller and not otherwise assumed by Buyer; or provisions of Section 2.2 and not otherwise assumed by Buyer, or (iii) the cost and expense of defending any action, demand or claim by any third party against or affecting Seller which, if true or successful, would give rise to a breach of any representation of the representations, warranties or warranty covenants of Seller or any Shareholder set forth in this Agreement; (iv) any breach of any covenant or agreement of Seller or Shareholder set forth in this Agreement; (v) any act, omission or event occurring, or any condition or circumstance existing, prior to the Closing Date (regardless of whether it continues after the Closing Date), or any other condition, circumstance or event attributable would obligate Buyer to any actobligation, omission liability or event prior indebtedness referred to in the Closing Date (regardless of whether it continues after the Closing Date)preceding clauses even if such action, including, without limitation, any Claims, Environmental Claims, Taxes, Working Capital Liabilities demand or Losses disclosed on any Schedule hereto, but excluding Assumed Liabilities; claim ultimately proves to be untrue or (vi) any Employee Benefit Plan of Seller or any employment or similar agreement to which Seller is a party; provided, however, that Seller’s and Shareholder’s indemnification obligations under this Section 7.1 shall not apply to any Claims, Environmental Claims or Losses arising from, out of or in any manner connected with any Claims, Environmental Claims or Losses for which any Seller Covered Person may be entitled to indemnity pursuant to Section 7.3 belowunfounded.

Indemnification by Seller and Shareholder. In addition to any rights or remedies Buyer or its affiliates may otherwise have at law or in equity, subject to Section 7.2From and after the Closing, Seller and Shareholder jointly and severally hereby release and discharge and severally, shall indemnify, defend and hold harmless Buyer and its affiliates, the directorsBuyer's Affiliates and their respective employees, officers, employeesdirectors, controlling personsstockholders and agents (collectively, lenders"Buyer Group") from, insurersagainst and with respect to any claim, agents liability, obligation, loss, damage, assessment, judgment, cost and representatives of Buyer expense (including reasonable attorney's and accountant's fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) (collectively, "Losses"), of any of Buyer’s affiliates, and the respective successors and assigns of any of the foregoing (the “Buyer Covered Persons”) from and against any and all Claims, Environmental Claims and Losses constituting, kind or character arising out ofof or in any manner incident, relating to, or attributable to (i) the inaccuracy in any Excluded Liabilityrepresentation or breach of any warranty of Seller or the Shareholder contained in any Transaction Document; (ii) any Excluded Assetfailure by Seller or the Shareholder to perform or observe any covenant, agreement or condition to be performed or observed by any of them under any Transaction Document; (iii) any breach third-party claim that Seller's use of the Intellectual Property infringed upon any right of any representation or warranty of Seller or any Shareholder set forth in this Agreementsuch third party; (iv) except for the Assumed Liabilities, any breach liabilities, obligations, debts, contracts or other commitments of any covenant kind or agreement nature whatsoever, whether known or unknown and whether accrued, fixed, absolute, conditional, determined, determinable or otherwise, of Seller existing on the Closing Date or Shareholder set forth arising out of, or resulting from, any transaction entered into, or any state of facts existing, prior to or at the Closing Date which are imposed on Buyer as result of the transactions contemplated in this AgreementAgreement or any other Transaction Document; (v) any act, omission litigation or event occurring, or any condition or circumstance existing, prior to the Closing Date (regardless of whether it continues after the Closing Date), or any other condition, circumstance or event attributable to any act, omission or event prior to the Closing Date (regardless of whether it continues after the Closing Date), including, without limitation, any Claims, Environmental Claims, Taxes, Working Capital Liabilities or Losses proceeding disclosed on any Schedule hereto, but excluding Assumed Liabilities4.20; or (vi) any Employee Benefit Plan Excluded Liability. Provided that they have not provided Buyer with an Objection Notice (as defined herein), Seller and Shareholder, jointly and severally, shall reimburse Buyer for any payment made by Buyer Group at any time after the Closing in respect of Seller or any employment or similar agreement Losses to which the foregoing indemnity relates after the expiration of thirty (30) days from the date of receipt by Seller is of written demand for payment thereof by Buyer specifying in reasonable detail and with supporting documentation the nature and amount of such claim for Losses (a party; provided"Claim Notice"). If the indemnifying Party objects to the matters contained in the Claim Notice, however, that Seller’s and Shareholder’s such Party shall advise the other Party seeking indemnification obligations under this Section 7.1 of such objection in writing (an "Objection Notice") prior to the expiration of the thirty (30) day period after the indemnifying Party's receipt of the Claim Notice. The Objection Notice shall not apply state in reasonable detail the indemnifying Party's reasons for objecting to any Claims, Environmental Claims or Losses arising from, out of or the matters contained in any manner connected with any Claims, Environmental Claims or Losses for which any Seller Covered Person may be entitled to indemnity pursuant to Section 7.3 belowthe Claim Notice.

Indemnification by Seller and Shareholder. In addition (a) Subject to any rights or remedies Buyer or its affiliates may otherwise have at law or in equity, subject to Section 7.2the terms and conditions set forth herein, Seller and Shareholder Shareholder, jointly and severally hereby release severally, indemnify Purchaser against and discharge and shall indemnify, defend and agree to hold it harmless Buyer and its affiliates, the directors, officers, employees, controlling persons, lenders, insurers, agents and representatives of Buyer or of any of Buyer’s affiliates, and the respective successors and assigns of any of the foregoing (the “Buyer Covered Persons”) from and against any and all Claimsdamage, Environmental Claims loss, liability, expense (including, without limitation, reasonable attorneys' fees and Losses constitutingexpenses in connection with any action, suit or proceeding brought against or involving Purchaser) and cost (collectively, "Purchaser Indemnified Amounts") incurred or suffered by Purchaser arising out of, relating to, or attributable to of (i) any Excluded Liability; (ii) any Excluded Asset; (iii) any misrepresentation or breach of any representation warranty, or warranty of Seller or any Shareholder set forth in this Agreement; (iv) any breach of any covenant or agreement of to be performed by Seller or and Shareholder set forth in pursuant to this Agreement, (ii) all Taxes with respect to the Business and the Acquired Assets for all periods up to and including the Closing Date; (viii) the Retained Liabilities; and (iv) except for the Assumed Liabilities, any actand all damages, omission losses, expenses, obligations, liabilities or event occurringdeficiencies incurred or paid by Purchaser as a result of a claim of any kind arising from or based upon the operation, business or any condition ownership of the Acquired Assets or circumstance existing, the Business on or prior to the Closing Date (regardless of whether it continues after the Closing Date), or any other condition, circumstance or event attributable to any act, omission or event prior to the Closing Date (regardless of whether it continues after the Closing Date), including, without limitation, any Claims, Environmental Claims, Taxes, Working Capital Liabilities or Losses disclosed on any Schedule hereto, but excluding Assumed Liabilities; or (vi) any Employee Benefit Plan . The agreements and indemnities of Seller or any employment or similar agreement to which Seller is a party; providedand Shareholder contained herein shall be cumulative, however, except that Seller’s and Shareholder’s indemnification obligations under this Section 7.1 Purchaser shall not apply to any Claims, Environmental Claims or Losses arising from, out of or in any manner connected with any Claims, Environmental Claims or Losses recover more than once for which any Seller Covered Person may be entitled to indemnity pursuant to Section 7.3 belowthe same Purchaser Indemnified Amount.

Indemnification by Seller and Shareholder. In addition to any rights or remedies Buyer or its affiliates may otherwise have at law or in equity, subject (a) Subject to Section 7.210.1 above, for a period of two years from the Closing Date, each of the Seller and the Shareholder shall jointly and severally hereby release indemnify and discharge save harmless the Purchaser and shall indemnifyCSC and their respective officers, defend and hold harmless Buyer and its affiliates, the directors, officers, employees, controlling personsagents, lendersshareholders, insurers, agents and representatives of Buyer or of any of Buyer’s affiliates, and the respective successors and assigns (collectively, the "Indemnified Purchaser") from and against any loss, claim, liability, damage (including consequential damages), punitive damages, remedial costs, civil and criminal penalties or expenses or other damages of any kind or nature, including Purchaser's reasonable attorneys' fees incurred in connection with any of the foregoing (collectively, the “Buyer Covered Persons”) from and against any and all Claims"Damages"), Environmental Claims and Losses constituting, caused to the Business by or arising out of, relating to, or attributable to of (i) the failure by the Seller or Shareholder to perform any covenant or agreement required to be performed by it in this Agreement, after the Closing or pursuant to Article V of this Agreement; (ii) the failure of the Seller or the Shareholder to pay, perform or satisfy any Excluded Liability; (ii) any Excluded Asset; (iii) any breach judgments, orders or decrees entered in any lawsuit or proceeding or Actions against the Seller, the Shareholder or the Business arising out of any representation or warranty of Seller or any Shareholder set forth in this Agreement; (iv) any breach of any covenant or agreement of Seller or Shareholder set forth in this Agreement; (v) any act, omission or event occurring, or any condition or circumstance existing, activities undertaken by the Business prior to the Closing Date (regardless and arising out of whether it continues after activities undertaken by the Closing Date), Seller or any other condition, circumstance or event attributable to any act, omission or event the Shareholder prior to the Closing Date Date; (regardless iv) the failure of whether it continues after the Closing Date)Seller or the Shareholder to pay promptly any federal, state, local or foreign taxes of the Seller of the Shareholder (including, without limitation, all taxes of any Claimskind or nature and all interest, Environmental Claims, Taxes, Working Capital Liabilities additions to tax and penalties thereon) claimed or Losses disclosed assessed for any taxable period ended on any Schedule hereto, but excluding Assumed Liabilitiesor prior to the Closing Date; or (viv) any Employee Benefit Plan breach of warranty or misrepresentation in this Agreement (including the Schedules hereto) made by or on behalf of the Seller or any employment or similar agreement to which Seller is a party; provided, however, that Seller’s the Shareholder and Shareholder’s indemnification obligations under this Section 7.1 shall not apply to any Claims, Environmental Claims or Losses arising from, out of or waived in any manner connected with any Claims, Environmental Claims or Losses for which any Seller Covered Person may be entitled to indemnity pursuant to Section 7.3 belowwriting by the Indemnified Purchaser.