Common use of Indemnification by Shareholders Clause in Contracts

Indemnification by Shareholders. Subject to the terms of this Article 9, the Shareholders hereby covenant and agree to indemnify, defend, save, and hold harmless the Surviving Corporation and Ebank and their respective officers, directors, employees, agents, affiliates or any of their respective successors, predecessors, assigns or personal representatives (collectively, the "Ebank Indemnified Parties"), from and against any demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the Ebank Indemnified Parties which arise out of or result from: (i) any misrepresentation in or breach of any of the representations, warranties or covenants made by the Company or the Shareholders in this Agreement; (ii) any misrepresentation in a document, certificate or affidavit delivered by or on behalf of the Company or the Shareholders in connection with this Agreement; (iii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement; (iv) any guaranty, Claim against or other material liability of the Company not otherwise disclosed hereunder or in any Schedule hereto, including but not limited to, any claims relating to any unpaid Taxes; or (v) any claim alleging misconduct of, by or under the control of the Company or the Shareholders which is criminal or of a grossly negligent character that is attributable to events occurring prior to the execution of this Agreement.

Indemnification by Shareholders. Subject to the terms of ------------------------------- this Article 911, the Shareholders hereby hereby, jointly and severally, covenant and agree to indemnify, defend, save, save and hold harmless Buyer, ProVesa and the Surviving Corporation and Ebank Company and their respective officers, directors, employees, agents, affiliates or any of their respective successors, predecessors, assigns or personal representatives (collectively, the "Ebank Buyer Indemnified Parties"), from and against any demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the Ebank Buyer Indemnified Parties which arise out of or result from: (i) any misrepresentation in or breach of any of the representations, warranties or covenants made by the Company or the Shareholders in this Agreement; (ii) any misrepresentation in a document, certificate or affidavit delivered by or on behalf of the Company or the Shareholders in connection with this Agreement;; or (iii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement; (iv) any guaranty, Claim against guaranty or other material liability of the Company not otherwise disclosed hereunder or in any Schedule hereto, including but not limited to, any claims relating to any unpaid Taxes; or (v) the assertion of any claim by any Shareholder or any other person or entity arising out of consummation of the transactions contemplated by this Agreement. (vi) any claim alleging misconduct of, by or under the control of the Company or the Shareholders any Shareholder which is criminal or of a grossly negligent character that is attributable to events occurring prior to the execution of this Agreement.

Indemnification by Shareholders. Subject On the terms and conditions and subject to the terms of limitations provided in this Article 97, each of the Shareholders hereby covenant and agree to shall indemnify, defend, save, defend and hold harmless Xxxxxx, Key, the Surviving Corporation Parent, their affiliates and Ebank subsidiaries and their respective officers, directors, employees, agents, affiliates or any of their respective successors, predecessors, assigns or personal representatives agents and stockholders (collectively, the "Ebank Key Indemnified Parties"), from against and against with respect to any demands, and all claims, actionscosts, damages, losses, damagesexpenses, deficienciesobligations, liabilities, costs recoveries, suits, causes of action and expenses (includingdeficiencies, without limitationincluding interest, reasonable penalties and attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, the "Indemnifiable Damages")) that such indemnitees shall incur or suffer, suffered by the Ebank Indemnified Parties which arise out of arise, result from or result from: relate to (i) any misrepresentation in breach of, or breach of any of failure by, the Shareholders to perform, their respective representations, warranties warranties, covenants or covenants made agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered by the Company Key or the Parent to the Shareholders under this Agreement to the extent such Damages exceed $100,000 in this Agreement; the aggregate or (ii) the Liabilities of Xxxxxx at the Effective Time; provided, however, that the Shareholders shall not be required to so indemnify, defend and hold harmless the Key Indemnified Parties against and with respect to any misrepresentation in Damages incurred as a document, certificate or affidavit delivered result of a breach by or on behalf either of the Company or the Shareholders of their respective representations and warranties in connection with this Agreement; (iii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement; (iv) any guaranty, Claim against or other material liability of the Company not otherwise disclosed hereunder or in any Schedule heretoschedule, including but not limited tocertificate, any claims relating exhibit or other instrument furnished or delivered to any unpaid Taxes; or (v) any claim alleging misconduct of, Key by or under the control either of the Company or Shareholders under this Agreement for which a Key Indemnified Party fails to provide written notice of a claim for such Damages to the Shareholders which is criminal on or before the expiration of a grossly negligent character that is attributable the survival period (as specified in Section 8.1 hereof) of the specific representation or warranty alleged to events occurring prior to the execution of this Agreementhave been breached.

Indemnification by Shareholders. Subject to the other terms and conditions of this Article 9, the Shareholders hereby covenant Shareholders, severally and agree to indemnifynot jointly (in accordance with their Pro Rata Shares), defend, save, shall indemnify and hold harmless defend each of Parent and its Affiliates (including the Surviving Corporation and Ebank Corporation) and their respective officers, directors, employees, agents, affiliates or any of their respective successors, predecessors, assigns or personal representatives Representatives (collectively, the "Ebank Indemnified Parties")“Parent Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any demandsand all Losses incurred or sustained by, claimsor imposed upon, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the Ebank Indemnified Parties which arise Parent Indemnitees arising out of or result fromof: (ia) any misrepresentation inaccuracy in or breach of any of the representationsrepresentations or warranties of the Company contained in this Agreement or in any Company Document; (b) any breach or non-fulfillment of any covenant, warranties agreement or covenants made obligation to be performed by the Company or the Shareholders in pursuant to this Agreement; (iic) any misrepresentation in a document, certificate or affidavit delivered by or on behalf of the Company or the Shareholders in connection with this Agreementand all Indemnified Taxes; (iiid) the continued existence after the execution of this Agreement of any Lien in violation of this AgreementIndemnified Litigation; (ive) any guaranty, Claim against or other material liability claim made by any Shareholder arising out of such Shareholder’s rights with respect to the Company not otherwise disclosed hereunder or in any Schedule heretoMerger Consideration, including but not limited to, any claims relating to any unpaid Taxesthe calculations and determinations set forth in the Consideration Spreadsheet; or (vf) any claim alleging misconduct of, by or under the control of the Company or the Shareholders which is criminal or of a grossly negligent character that is attributable to events occurring prior amounts paid to the execution holders of this AgreementAppraisal Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Appraisal Shares.

Indemnification by Shareholders. Subject In addition to the terms any other remedies available to Key under this Agreement, or at law or in equity, each of this Article 9, the Shareholders hereby covenant and agree to shall indemnify, defend, save, defend and hold harmless the Surviving Corporation Key and Ebank and their respective its officers, directors, employees, agentsagents and stockholders, affiliates or against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of their respective successorsaction and deficiencies, predecessorsincluding interest, assigns or personal representatives penalties and reasonable attorneys' fees and expenses (collectively, the "Ebank Indemnified Parties"), from and against any demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages")) that such indemnitees shall incur or suffer, suffered by the Ebank Indemnified Parties which arise out of arise, result from or result from: relate to (i) any misrepresentation in breach by any of the Shareholders of (or breach the failure of any of the Shareholders to perform) their respective representations, warranties warranties, covenants or covenants made agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Key by the Company or any of the Shareholders in under this Agreement; Agreement or (ii) Hitwell's relationship with any misrepresentation in Terminated Employees on or before the date hereof; provided, however, that the Shareholders shall not be required to so indemnify, defend and hold harmless Key and its officers, directors, employees, agent and stockholders, against and with respect to any Damages incurred as a document, certificate or affidavit delivered result of a breach by or on behalf any of the Company or the Shareholders of their respective representations and warranties in connection with this Agreement; (iii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement; (iv) any guaranty, Claim against or other material liability of the Company not otherwise disclosed hereunder or in any Schedule heretoschedule, including but not limited tocertificate, exhibit or other instrument furnished or delivered to Key by any claims relating to any unpaid Taxes; or (v) any claim alleging misconduct of, by or under the control of the Company or Shareholders under this Agreement for which Key fails to provide written notice of a claim for such Damages to the Shareholders which is criminal on or before the expiration of a grossly negligent character that is attributable the survival period (as specified in Section 5.1 hereof) of the specific representation or warranty alleged to events occurring prior to the execution of this Agreementhave been breached.

Indemnification by Shareholders. Subject to the terms of this ------------------------------- Article 910, the Shareholders hereby hereby, jointly and severally, covenant and agree to indemnify, defend, save, save and hold harmless Buyer, IAI and the Surviving Corporation and Ebank Company and their respective officers, directors, employees, agents, affiliates or any of their respective successors, predecessors, assigns or personal representatives (collectively, the "Ebank Buyer Indemnified Parties"), from and against any demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the Ebank Buyer Indemnified Parties which arise out of or result from: (i) any misrepresentation in or breach of any of the representations, warranties or covenants made by the Company or the Shareholders in this Agreement; (ii) any misrepresentation in a document, certificate or affidavit delivered by or on behalf of the Company or the Shareholders in connection with this Agreementat the Closing; (iii) the continued existence after the execution of this Agreement Closing of any Lien in violation of this Agreement; (iv) any guaranty, Claim against guaranty or other material liability of the Company not otherwise disclosed hereunder or in any Schedule hereto, including but not limited to, ; (v) the assertion of any claims relating to claim by any unpaid TaxesShareholder or other person or entity arising out of consummation of the transactions contemplated by this Agreement; or (vvi) any claim alleging misconduct of, by or under the control of the Company or the Shareholders which is criminal or of a grossly negligent character that is attributable to events occurring prior to the execution of this AgreementClosing.

Indemnification by Shareholders. Subject to the terms and conditions of this Article 9IX, the Shareholders hereby jointly and severally covenant and agree to indemnify, defend, save, indemnify and hold harmless Parent and its Affiliates (including, after the Closing, the Surviving Corporation and Ebank Corporation) and their respective officers, directors, employees, agents, affiliates or any of their respective successors, predecessors, assigns or personal advisers and representatives (collectively, the "Ebank Indemnified PartiesParent Indemnitees"), from and against against, and pay or reimburse the Parent Indemnitees for, any demands, and all claims, actionsliabilities (including Tax liabilities), lossesfines, damagescosts, deficienciesjudgments, liabilitiespenalties or proceedings (whether absolute, costs accrued, conditional or otherwise and expenses (includingwhether or not resulting from third party claims), without limitationincluding out-of-pocket expenses, court costs, consulting fees, expert witness fees and reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order expenses incurred in the investigation or otherwise agreed to defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Indemnifiable DamagesLosses"), suffered by the Ebank Indemnified Parties which arise resulting from or arising out of or result fromof: (ia) any misrepresentation breach in any representation or breach warranty of any of the representations, warranties or covenants made by the either Company or the Shareholders contained in this Agreement; (ii) any misrepresentation in a document, certificate or affidavit delivered by or on behalf of the Company or the Shareholders in connection with this Agreement; (iii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement; (iv) any guaranty, Claim against or other material liability of the Company not otherwise disclosed hereunder or in any Schedule hereto, including but not limited to, any claims relating to any unpaid Taxes; or (vb) any claim alleging misconduct of, by breach of any covenant or under the control agreement of the Shareholders contained in this Agreement, or any breach of any covenant or agreement to be performed by Company or the Shareholders which is criminal or of a grossly negligent character that is attributable to events occurring prior to the execution of Closing contained in this Agreement; or (c) the exercise by any holder of Dissenting Shares of rights under the PABCL (it being understood and agreed by the parties that Losses under this Section 9.1(c) shall include the excess (if any) of the amounts received by a holder of Dissenting Shares pursuant to the exercise of such rights over the cash equivalent of the Merger Consideration which would have been due to such holder had such holder not exercised such rights.

Indemnification by Shareholders. Subject to the terms of this ------------------------------- Article 911, the Shareholders hereby hereby, jointly and severally, covenant and agree to indemnify, defend, save, save and hold harmless Buyer, IAI and the Surviving Corporation and Ebank Company and their respective officers, directors, employees, agents, affiliates or any of their respective successors, predecessors, assigns or personal representatives (collectively, the "Ebank Buyer Indemnified Parties"), from and against any demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the Ebank Buyer Indemnified Parties which arise out of or result from: (i) any misrepresentation in or breach of any of the representations, warranties or covenants made by the Company or the Shareholders in this Agreement; (ii) any misrepresentation in a document, certificate or affidavit delivered by or on behalf of the Company or the Shareholders in connection with this Agreementat the Closing; (iii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement; (iv) any guaranty, Claim against guaranty or other material liability of the Company not otherwise disclosed hereunder or in any Schedule hereto, including but not limited to, ; (iv) the assertion of any claims relating to claim by any unpaid TaxesShareholder or any other person or entity arising out of consummation of the transactions contemplated by this Agreement; or (v) any claim alleging misconduct of, by or under the control of the Company or the Shareholders which is criminal or of a grossly negligent character that is attributable to events occurring prior to the execution of this AgreementClosing.

Indemnification by Shareholders. Subject to Effective from and after the terms of this Article 9Closing, the Shareholders hereby covenant shall jointly and agree to severally indemnify, defend, savehold harmless, and hold harmless by virtue hereof, release the Surviving Corporation Purchaser and Ebank any of its direct or indirect subsidiaries and their respective officers, directors, employees, agents, affiliates or any each of their respective successorsdirectors, predecessorsofficers, employees and agents, and each of the heirs, executors, successors and assigns or personal representatives of any of the foregoing (collectively, the "Ebank Indemnified PartiesPURCHASER INDEMNIFIED PARTIES"), from and against any demandsand all Covered Liabilities arising from (a) any Excluded Liabilities, claims(b) any breach or violation of any representation or warranty of the Shareholders contained herein, actionsor (c) the imposition of any and all Taxes for which any Shareholder is or may be liable as set forth in the Tax Matters Agreement; provided, losseshowever, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the Ebank Indemnified Parties which arise out of or result from: that (i) there shall be excluded from the indemnity obligations described in the preceding clauses (a) through (c) any misrepresentation in Covered Liabilities which Purchaser has expressly agreed to assume or breach with respect to which Purchaser has agreed to indemnify the Shareholders or any Seller Indemnified Party pursuant to the provisions of this Agreement or which any of Holdings, Purchaser or a member of the representations, warranties Dominick's Group or covenants made by any of their Affiliates has expressly agreed to assume or retain under the Company Tax Matters Agreement or the Shareholders in this Asset Transfer Agreement; ; and (ii) any misrepresentation in a document, certificate or affidavit delivered by or on behalf of the Company or the Shareholders in connection with this Agreement; (iii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement; (iv) any guaranty, Claim against or other material liability of the Company shall not otherwise disclosed hereunder or in any Schedule hereto, including but not limited to, any claims relating be obligated to any unpaid Taxes; or (v) any claim alleging misconduct of, by or under the control of the Company or the Shareholders which is criminal or of a grossly negligent character that is attributable to events occurring prior to the execution of this Agreement.make any