Common use of Indemnification by Stockholders Clause in Contracts

Indemnification by Stockholders. Stockholders (on behalf of ------------------------------- themselves and the Company) jointly and severally, agree to indemnify and/or defend and/or hold harmless Buyer from and against: (a) all losses, damages, liabilities, deficiencies or obligations of or to the Company, Buyer or any such other indemnified person resulting from or arising out of (i) any misrepresentation or breach of warranty or any nonperformance or breach of any covenant or agreement of Stockholders and/or Company contained in this Agreement or any additional agreements; (ii) the ownership of the Shares, the owner ship or operation of the Company Assets, or the control, management or operations of the Company Business, prior to the Closing, whether known or unknown, asserted or unasserted, now existing or arising at any time prior to, at or after the Closing, including, without limitation, fines or forfeitures imposed or threatened to be imposed by any authority for any operation of the Company Business at or prior to the Closing which was not in full compliance with applicable rules, or for any operation at or prior to the Closing of any facility used in conjunction with the operation of the Company Business which was not in full compliance with said rules and any future, additional assessment imposed on Buyer or Company after the Closing by the Copyright Tribunal, the liability for which occurred prior to the Closing, but excluding any of such liabilities that are reflected on the Balance Sheet to the extent reflected thereon; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including, agreed to settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing.

Indemnification by Stockholders. Stockholders (on behalf of ------------------------------- themselves and the Company) jointly and severally, severally agree to indemnify and/or defend and/or and hold Buyer and the Company harmless against, and will reimburse Buyer from (or the Company if Buyer so requests) on demand for any payment (and againstany expenses, including attorneys' fees and costs of investigation, incurred in defending against such payment or any claim for such payment) made by the Company at any time after the date of the Balance Sheet or by Buyer at any time after the date of closing. In respect of: (a) Any and all lossesliabilities of the Company of any nature, damageswhether accrued, liabilitiesabsolute, deficiencies contingent, or obligations otherwise existing at the date of the Financial Statements, to the extent not reflected or reserved against in the Financial Statements, or disclosed on Exhibits to this Agreement. (b) Any and all liabilities of or to claims against the Company, Buyer or any such other indemnified person resulting from or Company arising out of (i) the conduct of the business of the Company between the date of the Financial Statements and the date of closing, otherwise than in the ordinary course of business of the Company or as disclosed in any misrepresentation or breach of warranty or any nonperformance or breach of any covenant or agreement of Stockholders and/or Company contained in Exhibit to this Agreement or any additional agreementsAgreement; (ii) the ownership any presently existing obligation, commitment, or liability of the Shares, the owner ship character described in clause (ii) of Section 2(e) of this agreement and not listed in one or operation of more exhibits to this Agreement; and (iii) any contract or commitment entered into or made or any obligation or liability incurred by the Company Assets, or between the control, management or operations date of this Agreement and the Company Business, prior to the Closing, whether known or unknown, asserted or unasserted, now existing or arising at any time prior to, at or after the Closing, including, without limitation, fines or forfeitures imposed or threatened to be imposed by any authority for any operation date of the Company Business at or prior to the Closing which was closing and not in full compliance with applicable rules, or for any operation at or prior to the Closing of any facility used in conjunction with the operation of the Company Business which was not in full compliance with said rules and any future, additional assessment imposed on Buyer or Company after the Closing permitted by the Copyright Tribunal, the liability for which occurred prior to the Closing, but excluding any provisions of such liabilities that are reflected on the Balance Sheet to the extent reflected thereon; andSection 11 of this Agreement. (bc) Any and all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including, agreed to settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident damage or relating to or deficiency resulting from any misrepresentations, breach of warranty, or nonfulfillment of any agreement on the foregoingpart of a Stockholder under this Agreement, or from any misrepresentation in, 16 or omission from, any certificate or other instrument furnished or to be furnished to Buyer pursuant to the Agreement.

Indemnification by Stockholders. (a) Stockholders (on behalf of will jointly ------------------------------- themselves and the Company) jointly and severally, agree to severally indemnify and/or defend and/or hold harmless Buyer Buyers, their successors and assigns, from and against: (ai) all losses, damages, liabilities, deficiencies or obligations of or to the Companyany Company (including, Buyer without limitation, any undisclosed or under reserved, contingent liabilities, referred to in Section 2.10.2), Buyers or any such other indemnified person resulting from or arising out of (iA) any material misrepresentation or breach of warranty or any nonperformance material non-performance or breach of any covenant or agreement of Stockholders and/or Company representation contained in this Agreement or any additional agreements; (iiB) the ownership of the Shares, the owner ship ownership or operation of the each Company Assets, or the control, management or operations of the each Company Business, prior to the Closing, whether known or unknown, asserted or unasserted, now existing or arising at any time prior to, at or after the Closing, including, without limitation, fines or forfeitures imposed or threatened to be imposed by any authority for any operation of the any Company Business at or prior to the Closing Date which was not in full material compliance with applicable rules, or for any operation at or prior to the Closing Date of any facility used in conjunction with the operation of the any Company Business which was not in full material compliance with said rules and any future, additional assessment imposed on Buyer or any Company or Subsidiary after the Closing Date by the Copyright Tribunal, the liability for which occurred prior to the ClosingClosing Date, but excluding any of such liabilities that are reflected on the Balance Sheet to the extent reflected thereondescribed in this Agreement; and (bii) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including, agreed to settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing. No amounts of indemnity shall be payable under this paragraph (a) as a result of undisclosed or under reserved contingent liabilities referred to in Section 2.10.2, until and unless the amount of indemnification payable to Buyers hereunder (either individually or in the aggregate) exceeds two million United States Dollars (US$ 2,000,000). Any and all excess over such amount will make Stockholders liable for all amounts payable under this paragraph (including the US$ 2,000,000 referred to hereabove). The maximum aggregate amount of indemnity payable by Stockholders as a result of undisclosed or under reserved contingent liabilities referred to in Section 2.10.2, shall be fifteen million United States Dollars (US$ 15,000,000). (b) Stockholders will jointly and severally indemnify and/or defend and/or hold harmless Buyers, their successors and assigns, from and against all losses, damages, liabilities, deficiencies or obligations of or to any Company, Buyers or any such other indemnified person resulting from or arising out any claims, including courts costs and attorneys fees, made by employees of Construred S.A. for any injuries or damages suffered prior to the Closing Date. Notwithstanding the foregoing, such indemnity obligation shall not extend to any claim by any employee of any of the Companies or Subsidiaries based on any -on -the- job illness or disease to be indemnified by the employer which has originated prior to the Closing Date if such claim is made by an employee whose employment has been terminated by such Company or Subsidiary after the Closing Date with or without legitimate cause. All other claims and monies payable will be faced exclusively by the pertinent employer.

Indemnification by Stockholders. The Parent, the Surviving Corporation and their respective affiliates, officers, directors, employees and representatives shall be indemnified and held harmless by the Stockholders (on behalf of ------------------------------- themselves and the Company) jointly and severally, agree to indemnify and/or defend and/or hold harmless Buyer from and against: (a) against any and all losses, damagesdebts, liabilities, deficiencies damages, obligations, claims, demands, payments, judgments or obligations settlements of any nature or kind, known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise) relating thereto and including any such losses and the like relating to the Companypayment of Taxes (collectively, Buyer or "LOSSES"), including any such other indemnified person resulting from or Losses relating to Third Party Claims (as defined in Section 8.2(a) hereof), arising out of or resulting from: (i) any misrepresentation or breach of warranty or any nonperformance or breach of any covenant representation, warranty, covenant, or agreement of Stockholders and/or by the Company or any Stockholder contained herein or in any Closing Document, or made pursuant to this Agreement or any additional agreementsClosing Document; or (ii) not withstanding any disclosure contained in the ownership Company Disclosure Schedule, any (A) violation of or liability under any Environmental Law by the SharesCompany (or the Surviving Corporation) or for which any of them is otherwise responsible, or (B) the owner ship existence of any Hazardous Materials at (or operation their migration to) any location that at any time gives rise to any obligation of the Company Assets(or the Surviving Corporation) under the Environmental Laws as in effect on the Closing Date to investigate or remediate, or to pay for investigation or remediation; but only if and to the controlextent such violation occurred or began or such liability arose, management or operations such Hazardous Materials were at or migrating to such location or were disposed of by or on behalf of the Company BusinessCompany, prior to the ClosingClosing Date (and, whether known to the extent any such condition continued or unknownworsened following the Closing Date, asserted until the Parent or unassertedany of its subsidiaries discovered such condition and had a reasonable opportunity to halt or eliminate such condition) (all Losses described by this clause (ii), now existing "ENVIRONMENTAL LOSSES"); or (iii) notwithstanding any disclosure contained the Company Disclosure Schedule, any liability or arising at any time prior to, at or after the Closing, including, without limitation, fines or forfeitures imposed or threatened to be imposed by any authority for any operation expense of the Company Business at (or prior the Surviving Corporation or the Parent) with respect to the Closing which was not those security interests disclosed in full compliance with applicable rules, or for any operation at or prior to the Closing Part II (but excluding Part I) of any facility used in conjunction with the operation Section 2.24 of the Company Business which was not in full compliance with said rules Disclosure Schedule, and including any future, additional assessment imposed on Buyer or Company after the Closing expense incurred by the Copyright TribunalCompany (or the Surviving Corporation or the Parent) in terminating any such security interest; or (iv) notwithstanding any disclosure contained in the Company Disclosure Schedule, any liability or expense of the liability for which occurred prior Company (or the Surviving Corporation or the Parent) with respect to the Closing, but excluding any Stock Pledge Agreements. 37 Agreement and Plan of such liabilities that are reflected on the Balance Sheet to the extent reflected thereon; and (b) all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including, agreed to settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing.Merger