Indemnification by the Principal Shareholders. Subject to Section 5.5(c), each of the Principal Shareholders shall jointly and severally indemnify, defend and hold Superior and the Surviving Corporation, and each of their directors, officers, employees and agents (collectively, the "ACQUIRING PARTIES") harmless, from and against the entirety of any Adverse Consequences any of the Acquiring Parties may suffer, sustain or become subject to, through and after the date of the claim for indemnification, including any Adverse Consequences any of the Acquiring Parties may suffer after the end of any applicable Survival Period, resulting from, arising out of, relating to, in the nature of, or caused by: (i) any breach or inaccuracy of any representation or warranty of the Principal Shareholders or the Company in this Agreement or in the schedules or Certificates delivered by them in connection herewith (other than the representations and warranties set forth in Section 3.1 of this Agreement (the "SHAREHOLDER INDIVIDUAL REPRESENTATIONS")), (ii) any nonfulfillment or breach of any covenant or agreement on the part of the Principal Shareholders or the Company set forth in this Agreement, (iii) without limiting the generality of the foregoing, any claim by any Person asserting any ownership interest in or rights to acquire any capital stock of the Company, to the extent such ownership interest or rights are not set forth on Section 3.2(d) of the COMSUL Disclosure Schedule, (iv) without limiting the generality of Section 5.5(b)(i) and regardless of whether the matter is disclosed on the COMSUL Disclosure Schedule, any Tax Liabilities arising out of the operation of the business of the Company prior to the Effective Time, to the extent not accrued on the Latest Balance Sheet, (v) without limiting the generality of Section 5.5(b)(i), any Liability payable to any employee of the Company arising out of such employee's employment with the Company prior to his or her termination, any Liability existing under any Plan of the Company prior to the termination of such Plan or arising out of such Plan as a result of the termination of such employee by the Company in connection with the transactions contemplated hereby, or any Liability to such employee under any existing agreement or understanding between the Company or any Principal Shareholder and such employee, in each case to the extent such Liabilities are not accrued on the Latest Balance Sheet, or (vi) the costs and expense of defending any action, demand or claim by a...
Indemnification by the Principal Shareholders. Subject to the other terms and conditions of this ARTICLE X, the Principal Shareholders, jointly and severally, shall indemnify the Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the "Buyer Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:
(a) any breach of any of the representations or warranties of the Selling Parties contained in Article III of this Agreement on and as of the Closing Date (except for representations and warranties that expressly reference a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date instead of the Closing Date);
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any of the Principal Shareholders pursuant to this Agreement, shall only be indemnified on a several, and not joint, basis by the breaching Principal Shareholder;
(c) any Transaction Expenses or Indebtedness of the Company outstanding after the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Cash Consideration; or
(d) No Selling Shareholders, other than the Principal Shareholders, shall have any indemnification obligation or responsibility for any Losses for indemnification claims made pursuant to this Section 10.02.
Indemnification by the Principal Shareholders. (a) Subject to the conditions and limitations set forth in this Section 10.2, the Principal Shareholders shall jointly and severally (except with respect to the representations in Section 2.2(b) with respect to title to stock and 2.4 (the "Individual Representations"), as to which the liability of the Principal Shareholders shall be several and not joint) defend, indemnify and hold harmless the Company from and against any loss, liability, damage, claim, action or cause of action, assessment, cost, penalty and expense, including reasonable legal and accounting fees (a "Loss," and collectively, the "Losses") to the extent not covered by insurance, asserted against, resulting to, imposed upon or incurred by the Company by reason of or resulting from the breach of any representation or warranty made by the Company or the Principal Shareholders set forth in Article II of this Agreement, or any facts or circumstances constituting such a breach. The Principal Shareholders each agree that they shall have no right to seek damages, reimbursement, indemnification, contribution or similar rights from the Company for any indemnification payments for which the Principal Shareholder is liable under this Section 10.
(b) Notwithstanding the provisions of Section 10.2(a), the Principal Shareholders shall not be required to provide indemnity under this Section 10.2 unless, and then only to the extent that, the aggregate Losses exceed $750,000 (the "Deductible"); provided, however, that the Deductible shall not apply to a breach of a representation or warranty contained in Sections 2.2, 2.4, 2.10 or 2.21.
(c) Notwithstanding any other provision of this Agreement to the contrary, each Principal Shareholder's indemnification obligations under this Article X shall be limited as follows: (i) with regard to breaches of any representations or warranties of the Company or the Principal Shareholders set forth in Article II (other than the Individual Representations), each Principal Shareholder's indemnification obligations shall be limited in the aggregate to such Principal Shareholder's Pro Rata Share of $15,000,000; and (ii) with regard to breaches of any Individual Representation by a particular Principal Shareholder, such Principal Shareholder's indemnification obligation shall be limited in the aggregate to his or her share of the Redemption
Indemnification by the Principal Shareholders. Subject to the other provisions of this Article IX, the Principal Shareholders hereby agree, severally and not jointly, to indemnify and hold the Purchaser Indemnified Parties harmless from and against any and all Losses that any Purchaser Indemnified Party may suffer or become subject to based on or resulting from any breach by such Principal Shareholder of any of the Fundamental Representations applicable to such Principal Shareholder, or the failure of any such Fundamental Representation to be true and correct as of the date of this Agreement and as of the Closing Date with respect to such Principal Shareholder (except for representations and warranties expressly stated to relate to a specific date, in which case as of such earlier date).
Indemnification by the Principal Shareholders. During the period commencing on the Closing Date and ending on the date that is 12 months after the Closing Date, the Principal Shareholders shall indemnify and hold harmless Parent and Merger Sub and their respective officers, directors and shareholders (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 Graphite or the Principal Shareholders 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 Graphite or the Principal Shareholders, and (iii) misrepresentation made by Graphite or the Principal Shareholders, 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 Graphite or the Principal Shareholders pursuant hereto or in connection with the Merger.
Indemnification by the Principal Shareholders. The Purchaser and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a "Purchaser Indemnified Party") shall be indemnified, defended, released and held harmless by the Principal Shareholders, jointly and severally, from and against all losses, liabilities, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by a Purchaser Indemnified Party (hereinafter, a "Loss" or, collectively, "Losses"), arising out of or resulting from: (i) the breach of any representation or warranty made by the Principal Shareholders contained in this Agreement, (ii) the breach of any covenant or agreement by the Principal Shareholders contained in this Agreement, (iii) any Debts of the Company accruing on or before the Closing, to the extent in excess of the Debt Payoff deducted from the Purchase Price in accordance with Section 1.2(b)(i), (iv) any Liquidated Actions, and (v) any claims of Tanteah Capital Partners LLC, Jxxx X. Xxxxxx or Pxxx Xxxxxx in respect of the Transactions.
Indemnification by the Principal Shareholders. Subject to the limits set forth in this Section 12, the Principal Shareholders jointly and severally agree to indemnify, defend and hold Parent, Acquisition, and each of Parent's and Acquisition's affiliates, officers, directors, employees, agents, successors and assigns (Parent and such persons are collectively referred to as "Parent's Indemnified Persons"), harmless from and against any and all loss, liability, damage or deficiency (including interest, penalties, costs of preparation and investigation, and reasonable attorneys' fees) (collectively, "Losses") that Parent's Indemnified Persons may suffer, sustain, incur or become subject to arising out of or due to:
12.1.1 any inaccuracy of any representation of the Company, or the Principal Shareholders or the NonPrincipal Shareholders or the breach of any warranty of the Company, or the Principal Shareholders or the NonPrincipal Shareholders in this Agreement, any Schedule, or any certificate or other transaction document; or
12.1.2 the nonfulfillment of any covenant, agreement or other obligation of the Company, or the Principal Shareholders or the NonPrincipal Shareholders under this Agreement, any Schedule, or any certificate or other transaction document not otherwise waived by Parent; or
Indemnification by the Principal Shareholders. Section 10.2 Indemnification by the Buyer . . . . . . . . . . . .
Indemnification by the Principal Shareholders. Subject to --------------------------------------------- the terms and conditions of this Article X and the provisions of Article XIII, the Principal Shareholders, in the proportions specified in Section 10.10 hereof, will indemnify and hold harmless the Buyer and its Affiliates (and, solely in the case of Section 10.1(f) below, Entran Devices) (collectively, the "Buyer Indemnified Parties") for all Losses directly or indirectly relating to ------------------------- or arising from:
(a) any breach or inaccuracy of any representation or warranty made by the Principal Shareholders in this Agreement;
(b) any breach or non-performance by the Principal Shareholders of any covenant or agreement of the Principal Shareholders in this Agreement or any other Transaction Document;
(c) the Sellers' Tax Liabilities;
(d) any liability under ERISA relating to the operation of the Business of the Acquired Companies prior to the Closing ("Excluded ERISA -------------- Liabilities"); -----------
(e) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Principal Shareholders or the Acquired Companies (or any Person acting on behalf of any Seller or the Acquired Companies) in connection with any of the Contemplated Transactions; and
(f) the Excluded Environmental Liabilities.
Indemnification by the Principal Shareholders. (a) From and after the Effective Time until the expiration of the Survival Period, the Principal Shareholders shall, severally and not jointly, subject to the terms hereof, indemnify and hold harmless the China Networks Surviving Corporation and its subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns (each an “Indemnified Party”) from and against any liabilities, losses, claims, damages, fines, penalties, expenses (including costs of investigation and defense and reasonable attorneys’ fees incurred in connection with such matters and any action hereunder to enforce the provisions of this Article X) or diminution of value, including Taxes (collectively, “Damages”) arising, directly or indirectly, from or in connection with:
(i) any breach of any representation or warranty made by the Company or any Principal Shareholder in this Agreement or in any certificate delivered by the Company pursuant to this Agreement;
(ii) any breach by the Company, or the Principal Shareholders, of its covenants or obligations in this Agreement; or
(iii) the operation of the business of the Company and its Subsidiaries, prior to the Effective Time.
(b) For a period of six months from the Business Combination Effective Time (the “First Return Shares Indemnification Period”), the amount of any and all Damages suffered by the China Networks Surviving Corporation shall be recoverable solely by the return to the China Networks Surviving Corporation of any Surviving Corporation Shares received by such Principal Shareholder in connection with this Agreement on the Closing Date (the “First Returned Shares”).
(c) For a period of six months commencing from the end of the First Return Shares Indemnification Period (the “Second Return Shares Indemnification Period”), the amount of any and all Damages suffered by the China Networks Surviving Corporation shall be recovered solely by the return to the China Networks Surviving Corporation of up to fifty percent (50%) of the Surviving Corporation Shares received by such Principal Shareholder in connection with this Agreement on the Closing Date (the “Second Returned Shares”);
(d) For a period of six months commencing from the end of the Second Return Shares Indemnification Period, the amount of any and all Damages suffered by the China Networks Surviving Corporation shall be recovered solely by the return to the China Networks Surviving Corporation of twenty five percent (25%) of the Surviving Corporation Shar...
