INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER Clause Samples

INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. 26 7.2......INDEMNIFICATION PROCEDURES FOR THIRD-PARTY CLAIM................26 7.3......

INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. The Principal Shareholder shall indemnify PurchasePro, the Surviving Corporation and their respective officers, directors, Affiliates, employees, agents, successors and assigns (collectively the "PurchasePro Group") in respect of, and hold it harmless against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") incurred or suffered by any member of the PurchasePro Group thereof resulting from, relating to or constituting: (a) breach of any covenant, representation, warranty or agreement made by NRI in or pursuant to this Agreement, or in other documents delivered in connection with the transactions contemplated in this Agreement; (b) any failure of any NRI Common Shareholder to have good, valid and marketable title to the issued and outstanding NRI Common Stock issued in the name of such NRI Common Shareholder, free and clear of all Security Interests and any other encumbrances; (c) any claim by a shareholder or former shareholder of NRI, or any other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of NRI; (ii) any rights of a shareholder (other than the right to receive the Merger Shares pursuant to this Agreement), including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the Articles of Incorporation or Bylaws of NRI; or (iv) any claim that, his, her or its shares were wrongfully repurchased by NRI; or (d) any Legal Proceedings listed in the Disclosure Schedule.

INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. NISC▇ ▇▇▇ the Principal Shareholder, jointly and severally, agree to indemnify and hold harmless each of AMDI and Merger Corp. and their respective officers, directors, agents and representatives against any and all losses, claims, damages, liabilities, costs and expenses (including but not limited to, attorneys' fees and other expenses of investigation and defense of any claims or actions), directly or indirectly resulting from, relating to or arising out of: (i) any breach of any covenant, agreement, warranty or representation of NISC▇ ▇▇ the Principal Shareholder contained in this Agreement, (ii) any misstatement of a material fact contained in this Agreement or in any of the documents executed in connection with the transactions contemplated by this Agreement, including the Registration Statement, but only if the misstatement relates to information concerning the Principal Shareholder or NISC▇'▇ ▇▇▇rations, or (iii) the omission to state any fact necessary to make the statements contained in this Agreement or in any of the documents executed in connection with the transactions contemplated by this Agreement not misleading, but only if the omission relates to information concerning the Principal Shareholder or NISC▇'▇ ▇▇▇rations.

INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. The Principal Shareholder agrees to indemnify and hold Fitweiser and the Fitweiser Shareholders harmless, from and after the Effective Date and Time, against and in respect of all matters in connection with any losses, liabilities or damages (including reasonable attorneys’ fees) incurred by Fitweiser resulting from any misrepresentation or breach of the warranties made by Royal Bees or the Principal Shareholder or any of them in Article 2, "Representations and Warranties of Royal Bees and Principal Shareholder" or any breach or nonfulfillment of any agreement or covenant on the part of Royal Bees or Principal Shareholder contained in this Agreement or any liabilities, obligations and commitments of, or claims against Fitweiser arising out of the operation of the business prior to the Closing and not disclosed in or reflected in this Agreement or the Financial Statements, and all suits, actions, proceedings, demands, judgments, costs and expenses incident to the foregoing matters, including reasonable attorneys’ fees.

INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. 31 SECTION 10.3

INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. The Principal -------------------------------------------- Shareholder shall be responsible for and shall indemnify the Zhone Group for (a) all unpaid CAG Taxes incurred in or attributed to all periods (or portions of periods) up to and including the Closing Date to the extent such Taxes are in excess of (i) the amount of Taxes that are reflected in the reserve for tax liability as shown on the balance sheet included in the CAG Audited 1999 Financials and (ii) the amount of Taxes, if any, that are subject to indemnity by the Principal Shareholder under Sections 14.3(a) and 14.3(b) and (b) any and all unpaid taxes imposed on or with respect to CAG as a result of any breach or inaccuracy of any representation or warranty contained in Section 3.7. For purposes of this Section 14, unpaid Taxes or taxes shall take into account any estimated Tax or tax payment actually made.

INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. The Principal Shareholder agrees to indemnify and hold the Purchasers harmless, from and after the Closing Date, against and in respect of all matters in connection with any losses, liabilities or damages (including reasonable attorneys’ fees) incurred by the Purchasers resulting from any misrepresentation or breach of the warranties made by the Company, the Selling Shareholders or Principal Shareholder in Article 2, "Representations and Warranties of the Company, the Selling Shareholders and Principal Shareholder" or any breach or nonfulfillment of any agreement or covenant on the part of the Company, the Selling Shareholders or Principal Shareholder contained in this Agreement or any liabilities, obligations and commitments of, or claims against the Purchasers arising out of the operation of the business prior to the Closing and not disclosed in or reflected in this Agreement, the Financial Statements or the Reviewed Financial Statements, and all suits, actions, proceedings, demands, judgments, costs and expenses incident to the foregoing matters, including reasonable attorneys’ fees.

INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. During the period commencing on the Closing Date and ending on the date that is the later of (x) six (6) months after the Closing Date and (y) the date on which Parent files its Form 10-KSB (including audited financial statements) for the year ending December 31, 2006 with the SEC, the Principal Shareholder shall indemnify and hold harmless Parent and Merger Sub (each an “Indemnified Party”), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys’ fees and related disbursements (collectively, “Claims”) suffered by such Indemnified Party resulting from or arising out of any knowing (i) inaccuracy in or breach of any of the representations or warranties made by the Company or the Principal Shareholder at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) breach or nonfulfillment of any covenants or agreements made by the Company or the Principal Shareholder, and (iii) misrepresentation made by the Company or the Principal Shareholder, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by the Company or the Principal Shareholder pursuant hereto or in connection with the Merger.

INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. In the manner herein provided, from and after the Closing Date with respect to any Claim as to which notice is given prior to the Expiration Date, the Principal Shareholder shall indemnify and hold harmless Parent and its affiliates, and their respective employees, directors, agents and representatives (collectively, the "Parent Indemnified Parties"), from and against any and all Loss and Litigation Expense, which they or any of them may suffer or incur as a result of or arising from any of the following: (a) any misrepresentation or breach of warranty by the Company or (b) the failure by the Company to perform any covenants and agreements under this Merger.