Indemnification by Shareholder Clause Samples

Indemnification by Shareholder. Shareholder hereby indemnifies and holds harmless the Corporation, the Corporation's Designated Engineer and employees, the Managing Agent, and other shareholders and residents of the Building against any damages suffered to persons or property as a result of the Work. Shareholder shall reimburse the Corporation, the Corporation's Designated Engineer, Managing Agent, and other shareholders and residents of the Building for any losses, costs, fines, fees and expenses (including, without limitation, reasonable attorney's fees and disbursements) incurred as a result of the Work and/or the Shareholder's or any contractor's or consultant's failure to conform with this Agreement or any law or ordinance and which may be incurred by the Corporation in the defense of any suit, action, claim or violation in connection with the Work or the abatement thereof.

Indemnification by Shareholder. Shareholder hereby agrees to defend, indemnify and hold harmless Purchaser, the Business, and the respective successors, assigns and affiliates of the foregoing entities (collectively, the “Purchaser Indemnitees”) from and against any and all losses, diminish in value, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorneys’ fees (both those incurred in connection with the defense or prosecution of an indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, “Purchaser Losses”), caused by, or resulting from or in any way arising out of: (a) (i) breaches of representations or warranties hereunder on the part of Shareholder; and (ii) failure by Shareholder to perform or otherwise fulfill any undertaking or other agreement or obligation hereunder; (b) claims occurring on or prior to the Effective Date as a result of, directly or indirectly, the sale of any product, performance, or services, by the Company on or before the Effective Date, or any other claim asserted against Purchaser or the Business arising from any action or inaction of Shareholder or the Business on or before the Effective Date. (c) (i) any and all taxes imposed on Shareholder or any Affiliate of Shareholder (including, without limitation, the Business) for, or relating to, any taxable periods commencing before the Effective Date, including, but not limited to, (a) any liability of the Companies under any tax sharing agreement, whether or not written; and (b) any tax liability resulting from the termination, as of the Effective Date, of the Business as a Shareholder of any consolidated, affiliated, combined, unitary or other similar tax group and (ii) liabilities of the Business or Shareholder as a result of prior filings of tax returns of federal, state, local, or any other tax subdivision thereof, heretofore filed by the Business prior to the Effective Date; and (d) any and all actions, suits, proceedings, claims or demands incident to any of the foregoing for such indemnification.

Indemnification by Shareholder. The Shareholder shall defend (with attorneys chosen by the Shareholder and reasonably acceptable to the Corporation), indemnify and hold harmless the Indemnified Persons from and against all Claims, Liabilities and Expenses arising out of or related to the Work or any act or omission of the Shareholder or any of its contractors, subcontractors, architects, engineers or consultants, except as limited herein. This agreement to indemnify specifically contemplates full and complete indemnity in the event liability is imposed against any one or more of the Indemnified Persons without any negligence on their part and based solely by reason of statute, operation of law or otherwise. In the event an Indemnified Person(s) is held to be liable in part, indemnification shall be limited to any liability imposed over and above that percentage of liability attributable to such Indemnified Person(s). Nothing in this paragraph, nor in this Agreement, shall exempt the Corporation from liability it may otherwise have for damages for injuries to person or property caused by or resulting from the negligence of the Corporation, its agents, servants or employees.

Indemnification by Shareholder. Shareholder hereby indemnifies and holds harmless the Corporation, the Corporation's Designated Supervisor and employees, the Managing Agent, and other shareholders and residents of the Building against any damages suffered to persons or property as a result of the Work. Shareholder shall reimburse the Corporation, the Corporation's Designated Supervisor, Managing Agent, and other shareholders of the Corporation and residents of the Building for any losses, costs, fines, criminal liability, fees and expenses (including, without limitation, reasonable attorney's fees and disbursements) incurred as a result of the Work and/or the Shareholder's or any contractor's or consultant's failure to conform with this Agreement or any law or ordinance and which may be incurred by the Corporation in the defense of any suit, action, claim or violation in connection with the Work or the abatement thereof, or in connection with the DOB filings related to the Work.

Indemnification by Shareholder. Subject to the terms and conditions of this Article and Section 9.6, Shareholder agrees to indemnify, defend and hold Parent, Merger Sub and Merger Sub II and their respective directors, officers, agents, attorneys and affiliates (collectively, "Parent Indemnitees") harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys' fees and expenses (collectively, "Damages"), asserted against or incurred by any Parent Indemnitee by reason of or resulting from: (i) a breach of any representation, warranty or covenant of the Company or Shareholder contained herein (excluding the representations set forth in the second sentence of Section 3.9 above) or in any agreement executed in connection with the transactions contemplated hereby; (ii) any amounts not collected in cash or as an offsetting credit to the Company and/or Surviving Corporation with respect to the Macmillan Holdback Receivables; (iii) any Damages in excess of $25,000 pertaining to the matter described in Item 2 of Schedule 3.1 of the Company Disclosure Statement; and (iv) the matter described in Item 2 of Schedule 3.16 of the Company Disclosure Statement; provided, however, that no claim shall be made for Damages under this Section 8.1 until, and such claims may be made only to the extent that, the dollar amount of all such claims for Damages shall exceed in the aggregate $100,000 (the "Threshold"); and provided further, however, that Shareholder's aggregate liability for Damages may not exceed fifty percent (50%) of the Merger Consideration. In addition, Shareholder (i) any fees, commissions or expenses of any financial advisor, investment banker, business broker or similar person or entity engaged by the Company or Shareholder; and (ii) any Company Liability not set forth on Schedule 3.9(b) of the Company Disclosure Statement (collectively, "Undisclosed Company Liabilities"), but only to the extent that such Undisclosed Company Liabilities, individually or in the aggregate, exceed the amount of any cash in the Company as of the Closing Date and not transferred to Shareholder and/or accounts receivable as of the Closing Date which are not included in Schedule 7.7 of the Company Disclosure Statement (excluding the Macmillan Holdback Receivables) and are subsequently collected; it being agreed that such indemnification is not subject to the Threshold and will be payable by Shareholder first, and not first deducted from the earn-out ...

Indemnification by Shareholder. Subject to the limitations set forth in this Article VII, Shareholder, jointly and severally, shall indemnify and hold Buyer and its officers, directors, employees, agents and Affiliates (each, a “Buyer Indemnified Party” and together, the “Buyer Indemnified Parties”) harmless from and against, and shall reimburse Buyer Indemnified Parties for all losses, damages, deficiencies, liabilities, Taxes, assessments, fines, penalties, judgments, actions, claims, costs, disbursements, fees, expenses or settlements of any kind or nature, including legal, accounting and other professional fees and expenses, and diminution in value and/or lost profits or revenues (collectively, “Losses”) arising directly out of or relating to: (a) any breach or inaccuracy of any representation or warranty made by or on behalf of the Company or Shareholder in any Transaction Document as of the date hereof or as of the Closing Date; (b) any breach by the Company or Shareholder of any covenant or obligation in any Transaction Document; and

Indemnification by Shareholder. Shareholder hereby indemnifies and holds harmless the Corporation, the Corporation's Designated Engineer or Architect, employees, agents, including without limitation the Managing Agent, and other shareholders and residents of the Building against any damages suffered to persons or property, whether or not caused by negligence, as a result of the Work. Shareholder shall reimburse the Corporation, the Corporation's Designated Engineer or Architect, employees, agents, including without limitation the Managing Agent, and other shareholders and residents of the Building for any losses, costs, fines, fees and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred as a result of the Work and/or Shareholder's or any contractor's, subcontractor(s) or consultant's failure to conform with this Agreement or any law or ordinance and which may be incurred by the Corporation in the defense of any suit, action, claim or violation in connection with the Work or the abatement thereof.

Indemnification by Shareholder. Each Shareholder, jointly and severally (but subject to the limitations of this Agreement), covenants and agrees to defend, indemnify and hold harmless the Company, Acquiror, and their respective officers, directors, employees, agents, advisers, representatives, and affiliates (collectively, the "Acquiror Indemnitees") from and against, and to pay or reimburse Acquiror Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies, or damages (whether absolute, accrued, conditional, or otherwise and whether or not resulting from third party claims) including without limitation any out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (a) any inaccuracy of any representation or warranty made by the Company or the Shareholders herein or in connection herewith; (b) any failure of the Company or any of the Shareholders to perform any covenant or agreement hereunder or to fulfill any other obligation in respect hereof; (c) all Environmental Liabilities and Costs arising out of the Company's operations or its business prior to the Effective Date, to the extent constituting a breach of the representations and warranties in Article 6; (d) the termination of, or failure to terminate, the ▇▇▇ contracts identified on Exhibit 2.1(e)(1) to the Company Disclosure Schedule under the heading "Liability to Build-Out ▇▇▇ Contracts (Dispose))"; and (e) the Company Tax Returns that have not yet been filed for the years 1998, 1999, and 2000.

Indemnification by Shareholder. Shareholder agrees to indemnify and hold harmless the Company, its officers and directors, and each Person, if any, who controls the Company within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to Shareholder, but only with reference to information furnished in writing by or on behalf of Shareholder expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. Shareholder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Company provided in this Section 4.02.