Common use of Indemnification by the Corporation and the Shareholder Clause in Contracts

Indemnification by the Corporation and the Shareholder. The Corporation and the Shareholder each hereby agree to jointly and severally indemnify, defend and hold harmless the Company and its respective officers, directors, employees and agents (collectively, the "Indemnitee") from and against and in respect of any and all Losses (as defined below) to the extent resulting from, arising out of, relating to, imposed upon or incurred by the Indemnitee by reason of: (i) the conduct of business by the Corporation prior to the Closing Date (but only to the extent that the amount of such Loss was not a stated liability on the Corporation's most recently dated balance sheet delivered to the Company); and (ii) any inaccuracy in or breach of any of the Corporation's or the Shareholder's representations, warranties, covenants or agreements contained in this Agreement, the Related Agreements or in any other agreement or document entered into or delivered on or after the date hereof in connection with this Agreement or any of the transactions contemplated hereby and/or thereby. Provided, however, the indemnification by the Corporation and the Shareholder under this Section 9.1.(a) shall include direct damages only (and not indirect or consequential damages). For purposes of this Agreement, the term "Losses" means any and all deficiencies, judgments, settlements, demands, claims, actions or causes of action, assessments, liabilities, losses, damages (whether direct, indirect or consequential), interest, fines, penalties, costs and expenses (including, without limitation, reasonable legal, accounting and other costs and expenses incurred in connection with investigating, defending, settling or satisfying any and all demands, claims actions, causes of action, suits, proceedings, assessments, judgments or appeals, and in seeking indemnification therefor).

Indemnification by the Corporation and the Shareholder. The Corporation and the Shareholder each hereby agree to jointly and severally indemnify, defend and hold harmless the Company and its respective officers, directors, employees and agents (collectively, the "Indemnitee") from and against and in respect of any and all Losses (as defined below) to the extent resulting from, arising out of, relating to, imposed upon or incurred by the Indemnitee by reason of: (i) the conduct of business by of the Corporation prior to the Closing Date (but only to the extent that the amount of such Loss was not a stated liability on the Corporation's most recently dated balance sheet delivered to the Company); and (ii) any inaccuracy in or breach of any of the Corporation's or the Shareholder's representations, warranties, covenants or agreements contained in this Agreement, the Related Agreements or in any other agreement or document entered into or delivered on or after the date hereof in connection with this Agreement or any of the transactions contemplated hereby and/or thereby. Provided, however, the indemnification by the Corporation and the Shareholder under this Section 9.1.(a) shall include direct damages only (and not indirect or consequential damages). For purposes of this Agreement, the term "Losses" means any and all deficiencies, judgments, settlements, demands, claims, actions or causes of action, assessments, liabilities, losses, damages (whether direct, indirect or consequential), interest, fines, penalties, costs and expenses (including, without limitation, reasonable legal, accounting and other costs and expenses incurred in connection with investigating, defending, settling or satisfying any and all demands, claims actions, causes of action, suits, proceedings, assessments, judgments or appeals, and in seeking indemnification therefor).. With respect to the Shareholder, the term "Losses" also includes the Shareholder's liability, if any, to the Company under Section 1.3 for the IRS Claim and related Third Party

Indemnification by the Corporation and the Shareholder. The Corporation and the Shareholder each hereby agree to jointly and severally indemnify, defend and hold harmless the Company and its respective officers, directors, employees and agents (collectively, the "Indemnitee") from and against and in respect of any and all Losses (as defined below) to the extent resulting from, arising out of, relating to, imposed upon or incurred by the Indemnitee by reason of: (i) the conduct of business by of the Corporation prior to the Closing Date (but only to the extent that the amount of such Loss was not a stated liability on the Corporation's most recently dated balance sheet delivered to the Company); and or (ii) any inaccuracy in or material breach of any of the Corporation's or the Shareholder's representations, warranties, covenants or agreements contained in this Agreement, the Related Agreements or in any other agreement or document entered into or delivered on or after the date hereof in connection with this Agreement or any of the transactions contemplated hereby and/or thereby. Provided, however, the indemnification by the Corporation and the Shareholder under this Section 9.1.(a) shall include direct damages only (and not indirect or consequential damages). For purposes of this Agreement, the term "Losses" means any and all deficiencies, judgments, settlements, demands, claims, actions or causes of action, assessments, liabilities, losses, damages (whether direct, indirect or consequential), interest, fines, penalties, costs and expenses (including, without limitation, reasonable legal, accounting and other costs and expenses incurred in connection with investigating, defending, settling or satisfying any and all demands, claims actions, causes of action, suits, proceedings, assessments, judgments or appeals, and in seeking indemnification therefor).