Common use of Indemnification by Seller and the Shareholders Clause in Contracts

Indemnification by Seller and the Shareholders. Subject to the limitations set forth in SECTION 7.4, Seller, Kilat and each of the Shareholders, jointly and severally, unconditionally, absolutely and irrevocably agree to and shall defend, indemnify and hold harmless Buyer, and each of Buyer's officers, directors, employees, counsel, successors, assigns, and legal representatives (Buyer and such persons are collectively referred to as the "BUYER'S INDEMNIFIED PERSONS") from and against, and shall reimburse Buyer's Indemnified Persons for, each and every Loss paid, imposed on or incurred by Buyer's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of any inaccuracy in any representation or warranty of Seller, Kilat or the Shareholders under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document delivered by Seller, Kilat or the Shareholders pursuant hereto in any respect, or any breach or nonfulfillment of any covenant, agreement or other obligation of Seller, Kilat or the Shareholders under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document to be delivered by Seller, Kilat or the Shareholders pursuant hereto. With respect to matters not involving Proceedings brought or asserted by third parties against Buyer's Indemnified Persons, within thirty (30) days after notification from Buyer's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling Buyer's Indemnified Persons to indemnity hereunder, Seller, Kilat and the Shareholders shall, at no cost or expense to Buyer's Indemnified Persons, diligently commence resolution of such matters in a manner reasonably acceptable to Buyer's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDED, HOWEVER, with respect to those valid claims that may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Seller, Kilat and the Shareholders, Seller, Kilat and the Shareholders shall promptly pay the amount so claimed. If litigation or any other Proceeding is commenced or threatened, the provisions of SECTION 7.3 shall control over the immediately preceding sentence. Buyer shall be entitled to offset against any amounts owed by Buyer to Seller, Kilat or the Shareholders under any Transaction Agreement any amounts owed by Seller, Kilat or the Shareholders, respectively, to Buyer hereunder.

Indemnification by Seller and the Shareholders. Subject to Seller and the limitations set forth in SECTION 7.4, Seller, Kilat and each of the Shareholders, Shareholders jointly and severally, severally unconditionally, absolutely absolutely, irrevocably and irrevocably jointly and severally agree to and shall defend, indemnify and hold harmless Buyer, and each of Buyer's officers, directors, employees, counsel, successors, assigns, and legal representatives successors or assigns (Buyer and such persons are collectively referred to as the "BUYER'S INDEMNIFIED PERSONSBuyer's Indemnified Persons") from and against, and shall reimburse Buyer's Indemnified Persons for, each and every Loss paidthreatened against, imposed on paid or incurred by by, or imposed on, any Buyer's Indemnified PersonsPerson, directly or indirectly, relating to, resulting from or arising out of of: (a) any inaccuracy in any representation or warranty of Sellerwarranty, Kilat or the Shareholders under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document delivered by Seller, Kilat or the Shareholders pursuant hereto in any respect, or any breach or nonfulfillment of any covenant, agreement or other obligation of Seller, Kilat Seller or the Shareholders any Shareholder under the Option this Agreement, the Transaction Agreements or schedules to the Exhibits thereto Agreement, or any agreement, certificate or other document delivered or to be delivered by SellerSeller or one or both Shareholders pursuant hereto in any respect; (b) any claim made based on facts alleged which, Kilat if true, would have constituted any such inaccuracy, breach or nonfulfillment; (c) the ownership or operation of the Assets or any activities with respect to the Assets or the Shareholders pursuant heretoBusiness prior to the Closing Date; or (d) the application or any violation of, or failure to comply with, any Legal Requirement to or by Seller or any Shareholder prior to the Closing Date. With respect to matters not involving Proceedings brought or asserted by third parties against Buyer's Indemnified Personsparties, within thirty (30) days after notification from any of Buyer's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling any or all of Buyer's Indemnified Persons to indemnity hereunder, Seller, Kilat and Seller and/or the Shareholders shallShareholders, at no cost or expense to Buyer's Indemnified Persons, shall diligently commence resolution of such matters in a manner reasonably acceptable to Buyer's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDEDprovided, HOWEVERhowever, with respect to those valid claims that may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Seller, Kilat and Seller or the Shareholders, Seller, Kilat and Seller and/or the Shareholders shall promptly pay the amount so claimed. If litigation or any other Proceeding is commenced or threatenedthreatened by a third party, the provisions of SECTION 7.3 Section 7.4 below shall control over the immediately preceding sentence. Buyer Notwithstanding anything herein to the contrary, neither Seller nor any Shareholder shall be entitled have any liability under this Section 7.2 unless the aggregate Loss (or alleged Loss) exceeds $50,000. Moreover, Notwithstanding anything herein to offset against any amounts owed by Buyer to Sellerthe contrary, Kilat or the aggregate liability of Seller and all Shareholders (jointly and severally) under any Transaction Agreement any amounts owed by Seller, Kilat or the Shareholders, respectively, to Buyer hereunderthis Section 7.2 shall not exceed $250,000.

Indemnification by Seller and the Shareholders. Subject to the limitations set forth in SECTION 7.4, Seller, Kilat and each of the Shareholders, jointly and severally, unconditionally, absolutely and irrevocably agree to and shall defend, indemnify and hold harmless Buyer, and each of Buyer's officers, directors, employees, counsel, successors, assigns, and legal representatives (Buyer and such persons are collectively referred to as the "BUYER'S INDEMNIFIED PERSONS") from and against, and shall reimburse Buyer's Indemnified Persons for, each and every Loss paid, imposed on or incurred by Buyer's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of any inaccuracy in any representation or warranty of Seller, Kilat or the Shareholders under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document delivered by Seller, Kilat or the Shareholders pursuant hereto in any respect, or any breach or nonfulfillment of any covenant, agreement or other obligation of Seller, Kilat or the Shareholders under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document to be delivered by Seller, Kilat or the Shareholders pursuant heretohereto (including, without limitation, Seller's obligation to pay Taxes pursuant to SECTION 1.7). With respect to matters not involving Proceedings brought or asserted by third parties against Buyer's Indemnified Persons, within thirty (30) days after notification from Buyer's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling Buyer's Indemnified Persons to indemnity hereunder, Seller, Kilat and the Shareholders shall, at no cost or expense to Buyer's Indemnified Persons, diligently commence resolution of such matters in a manner reasonably acceptable to Buyer's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDED, HOWEVER, with respect to those valid claims that may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Seller, Kilat and the Shareholders, Seller, Kilat and the Shareholders shall promptly pay the amount so claimed. If litigation or any other Proceeding is commenced or threatened, the provisions of SECTION 7.3 shall control over the immediately preceding sentence. Buyer shall be entitled to offset against any amounts owed by Buyer to Seller, Kilat or the Shareholders under any Transaction Agreement any amounts owed by Seller, Kilat or the Shareholders, respectively, to Buyer hereunder.

Indemnification by Seller and the Shareholders. Subject to the limitations set forth in SECTION 7.4, Seller, Kilat Seller and each of the Shareholders, jointly and severally, unconditionally, absolutely and irrevocably agree to and shall defend, indemnify and hold harmless BuyerPurchaser and Inmark, and each of Buyer's their respective Affiliates, officers, directors, shareholders, controlling persons, employees, counselagents, successorssuccessors and assigns (each, assignsa "Purchaser Indemnitee"), for any loss (including, without limitation, any unfavorable net adjustment to the financial statements of Seller resulting from a breach of representation), liability, claim, damage (including, without limitation, diminution in value) or expense (including, without limitation, the costs of investigation and legal representatives defense and reasonable attorneys' fees and disbursements) (Buyer and such persons are collectively referred to as the collectively, "BUYER'S INDEMNIFIED PERSONSDamages") from and against, and shall reimburse Buyer's Indemnified Persons for, each and every Loss paid, imposed on suffered or incurred by Buyer's Indemnified Persons, directly or indirectly, relating to, resulting any Purchaser Indemnitee arising from or in connection with (a) any breach of any of the representations and warranties of Seller and the Shareholders contained in Article 3 of this Agreement or in any certificate delivered by any of them pursuant to this Agreement or (b) any failure by Seller or the Shareholders to perform or comply with any of their respective obligations contained in this Agreement; provided, however, that for purposes of this Section 9.2, no Shareholder shall be a Purchaser Indemnitee; and provided further, that with respect to Damages arising out of a failure after the Closing (i) by Seller to perform or comply with any inaccuracy of its obligations contained in any representation or warranty of Seller, Kilat or the Shareholders under the Option this Agreement, each Shareholder's liability shall be limited to such Shareholder's pro rata share (based upon such Shareholders's percentage of stock ownership of Seller immediately prior to the Transaction Agreements Closing) of the Escrow Fund (as defined in the Escrow Agreement) as the same at such time may be constituted or the Exhibits thereto (ii) by any Shareholder to perform or comply with any agreement, certificate or document delivered by Seller, Kilat or the Shareholders pursuant hereto of its obligations contained in any respect, or any breach or nonfulfillment of any covenant, agreement or other obligation of Seller, Kilat or the Shareholders under the Option this Agreement, only such Shareholder shall be liable for Damages under this Section 9.2 and, in such event, such Shareholder's liability shall be limited to its pro rata share (based upon its percentage of stock ownership of Seller immediately prior to the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document to be delivered by Seller, Kilat or the Shareholders pursuant hereto. With respect to matters not involving Proceedings brought or asserted by third parties against Buyer's Indemnified Persons, within thirty (30Closing) days after notification from Buyer's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling Buyer's Indemnified Persons to indemnity hereunder, Seller, Kilat and Escrow Fund (as so defined) as the Shareholders shall, same at no cost or expense to Buyer's Indemnified Persons, diligently commence resolution of such matters in a manner reasonably acceptable to Buyer's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDED, HOWEVER, with respect to those valid claims that time may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Seller, Kilat and the Shareholders, Seller, Kilat and the Shareholders shall promptly pay the amount so claimed. If litigation or any other Proceeding is commenced or threatened, the provisions of SECTION 7.3 shall control over the immediately preceding sentence. Buyer shall be entitled to offset against any amounts owed by Buyer to Seller, Kilat or the Shareholders under any Transaction Agreement any amounts owed by Seller, Kilat or the Shareholders, respectively, to Buyer hereunderconstituted.

Indemnification by Seller and the Shareholders. Subject to the limitations limitation set forth in SECTION 7.4, Seller, Kilat and each of the Shareholders, jointly and severally, unconditionally, absolutely and irrevocably agree to and shall defend, indemnify and hold harmless Buyer, and each of Buyer's officers, directors, employees, counsel, successors, assigns, and legal representatives (Buyer and such persons are collectively referred to as the "BUYER'S INDEMNIFIED PERSONS") from and against, and shall reimburse Buyer's Indemnified Persons for, each and every Loss paid, imposed on or incurred by Buyer's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of any inaccuracy in any representation or warranty of Seller, Kilat or the Shareholders under the Option this Agreement, the Transaction Agreements or the Exhibits thereto Loan Documents or any agreement, certificate or document delivered by Seller, Kilat or the Shareholders pursuant hereto in any respect, or any breach or nonfulfillment of any covenant, agreement or other obligation of Seller, Kilat or the Shareholders under the Option this Agreement, the Transaction Agreements or the Exhibits thereto Loan Documents or any agreement, certificate or document to be delivered by Seller, Kilat or the Shareholders pursuant heretohereto (including, without limitation, Seller's obligation to pay Taxes required pursuant to SECTION 1.7). With respect to matters not involving Proceedings brought or asserted by third parties against Buyer's Indemnified Persons, within thirty (30) days after notification from Buyer's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling Buyer's Indemnified Persons to indemnity hereunder, Seller, Kilat and the Shareholders shall, at no cost or expense to Buyer's Indemnified Persons, diligently commence resolution of such matters in a manner reasonably acceptable to Buyer's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDED, HOWEVER, with respect to those valid claims that may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Seller, Kilat and the Shareholders, Seller, Kilat and the Shareholders shall promptly pay the amount so claimed. If litigation or any other Proceeding is commenced or threatened, the provisions of SECTION 7.3 shall control over the immediately preceding sentence. Buyer shall be entitled to offset against any amounts owed by Buyer to Seller, Kilat or the Shareholders under any Transaction this Agreement any amounts owed by Seller, Kilat or the Shareholders, respectively, to Buyer hereunder.

Indemnification by Seller and the Shareholders. Subject to the limitations set forth in SECTION 7.4, Seller, Kilat and each of the Shareholders, jointly and severally, unconditionally, absolutely and irrevocably agree to and shall defend, indemnify and hold harmless Buyer, Centerpost, and each of Buyer's the officers, directors, employees, counsel, successors, assigns, and legal representatives of Buyer and Centerpost (Buyer Buyer, Centerpost and such persons are collectively referred to as the "BUYER'S INDEMNIFIED PERSONS") from and against, and shall reimburse Buyer's Indemnified Persons for, each and every Loss paid, imposed on or incurred by Buyer's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of any inaccuracy in any representation or warranty of Seller, Kilat or the Shareholders under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document delivered by Seller, Kilat or the Shareholders pursuant hereto in any respect, or any breach or nonfulfillment of any covenant, agreement or other obligation of Seller, Kilat or the Shareholders under the Option Agreement, the Transaction Agreements or the Exhibits thereto or any agreement, certificate or document to be delivered by Seller, Kilat or the Shareholders pursuant heretohereto (including, without limitation, Seller s obligation to pay Taxes pursuant to SECTION 1.7). With respect to matters not involving Proceedings brought or asserted by third parties against Buyer's Indemnified Persons, within thirty (30) days after notification from Buyer's Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling Buyer's Indemnified Persons to indemnity hereunder, Seller, Kilat and the Shareholders shall, at no cost or expense to Buyer's Indemnified Persons, diligently commence resolution of such matters in a manner reasonably acceptable to Buyer's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDED, HOWEVER, with respect to those valid claims that may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Seller, Kilat and the Shareholders, Seller, Kilat and the Shareholders shall promptly pay the amount so claimed. If litigation or any other Proceeding is commenced or threatened, the provisions of SECTION 7.3 shall control over the immediately preceding sentence. Buyer and Centerpost shall be entitled to offset against any amounts owed by Buyer or Centerpost, as the case may be, to Seller, Kilat or the Shareholders under any Transaction Agreement any amounts owed by Seller, Kilat or the Shareholders, respectively, to Buyer or Centerpost hereunder.