Common use of Indemnification by the Principal Shareholders Clause in Contracts

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 any third-party against or affecting any of the Acquiring Parties which, if true or successful, would give rise to a breach of any of the representations, warranties or

Indemnification by the Principal Shareholders. Subject to Section 5.5(c)(a) The Principal Shareholders shall, on a several but not joint basis, indemnify and hold harmless the Purchaser and each of its Affiliates (including, from and after the Principal Shareholders shall jointly and severally indemnifyClosing, defend and hold Superior and the Surviving CorporationCompany), and each of their the officers, directors, officersmanagers, employees equity holders, partners, employees, agents, successors, permitted assigns and agents representatives of the foregoing, and any Person claiming by or through any of them (collectivelyeach, the "ACQUIRING PARTIES") harmlessa “Purchaser Indemnified Party”), from against and against the entirety in respect of any Adverse Consequences and all claims, costs, expenses, penalties, damages, liabilities, diminution in value, losses or deficiencies (including reasonable attorneys’ fees and other costs and expenses incident to any of the Acquiring Parties may suffersuit, sustain action, settlement 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 Periodproceeding) (“Damages”) arising out of, resulting from, arising out of, relating to, or incurred in the nature of, or caused by: connection with: (i) any breach or inaccuracy of in any representation or the breach of any warranty of the Principal Shareholders or made by the Company in this Agreement Agreement, any other Transaction Document or in any certificate delivered pursuant hereto or thereto (with the schedules Damages related thereto (and not the inaccuracy) to be determined without regard to any qualifications therein referencing the terms “materiality,” “Material Adverse Effect” or Certificates delivered by them in connection herewith (other than the representations and warranties set forth in Section 3.1 terms of this Agreement (the "SHAREHOLDER INDIVIDUAL REPRESENTATIONS"similar import or effect)), ; (ii) any nonfulfillment or the breach by the Company of any covenant or agreement on to be performed by it hereunder or under any other Transaction Document, or by the part Representative of any covenant or agreement to be performed by him, her or it hereunder or under any other Transaction Document; (iii) the Principal Shareholders Company’s failure to obtain the written consent of Gxxxxxxx Corporation to the transactions contemplated by this Agreement under the United Technologies Corporation Standard Terms and Conditions of Purchase - Product - November 2016 Version, applicable to Purchase Order: 200680470, dated as of May 8, 2018, by and between Gxxxxxxx Corporation and the Company; and (iv) any claim regarding or other challenge to the form or amount of consideration payable or paid to the Sellers or Optionholders in accordance with the terms of this Agreement or the other Transaction Documents. Any Taxes (and related Damages) resulting from a breach of a covenant or agreement to be performed by the Company set forth hereunder or under any other Transaction Document, or by the Representative of any covenant or agreement to be performed by him, her or it hereunder or under any other Transaction Document shall be governed by Section 7.04(a) rather than Section 8.02(a)(ii). (b) Each Principal Shareholder shall, on a several but not joint basis, indemnify and hold harmless the Purchaser Indemnified Parties, against and in respect of any and all Damages arising out of, resulting from, or incurred in connection with: (i) any inaccuracy in any representation or the breach of any warranty made by such Seller in this Agreement, any other Transaction Document or in any certificate delivered pursuant hereto or thereto (iii) without limiting in each case, the generality existence of such inaccuracy or breach, and in each case, the foregoing, any claim by any Person asserting any ownership interest in or rights to acquire any capital stock of the CompanyDamages related thereto, to the extent such ownership interest or rights are not set forth on Section 3.2(d) of the COMSUL Disclosure Schedule, (iv) be determined 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 regard to any employee qualifications therein referencing the terms “materiality,” “Material Adverse Effect” or other terms of similar import or effect); and (ii) the Company arising out breach by such Seller of any covenant or agreement to be performed by such employee's employment with the Company prior to his Seller hereunder 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 other Transaction Document. Any Taxes (and such employee, in each case to the extent such Liabilities are not accrued on the Latest Balance Sheet, or (virelated Damages) the costs and expense of defending any action, demand or claim by any third-party against or affecting any of the Acquiring Parties which, if true or successful, would give rise to resulting from a breach of a covenant or agreement to be performed by any of the representations, warranties orSeller hereunder or under any other Transaction Document shall be governed by Section 7.04(a) rather than Section 8.02(b)(ii).

Indemnification by the Principal Shareholders. (a) Subject to Section 5.5(c)7.3, each of Principal Shareholder (the Principal Shareholders shall "Seller Indemnifying Parties") shall, jointly and severally indemnifyseverally, indemnify and, subject to Section 7.6, defend Purchaser and hold Superior and the Surviving Corporation, and each of their directorsits Affiliates, officers, employees directors and agents employees, (the "Purchaser Indemnified Parties") against, and shall hold them harmless from, any loss, liability, claim, charge, action, suit, proceeding, assessed interest, penalty, damage, Tax or expense (including legal fees and expenses) (collectively, the "ACQUIRING PARTIESLosses") 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, or incurred by any Purchaser Indemnified Party in the nature ofconnection with, or caused by: otherwise with respect to (i) any breach or inaccuracy failure of any a 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 employeecontained in this Agreement, in each case to the extent such Liabilities are not accrued on the Latest Balance Sheet, or (viii) the costs and expense of defending any action, demand or claim by any third-party against or affecting any of the Acquiring Parties which, if true or successful, would give rise to a breach of any covenant of the representationsCompany or any Principal Shareholder contained in this Agreement or in any other agreements, warranties orinstruments or certificates to be executed and delivered pursuant hereto, (iii) any failure by the Company timely to file any Form 5500 in proper form with respect to any Benefit Plan and without regard to whether any such failure has been disclosed in the Company Disclosure Schedule, and (iv) the matter disclosed in Section 2.12 of the Company Disclosure Schedule. (b) The Seller Indemnifying Parties shall not, in the defense of any claim or other matter pursuant to Section 7.2(a), consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the written consent of the Purchaser Indemnified Parties, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Purchaser Indemnified Party of a release from all liability in respect of such claim or matter or which imposes any form of relief other than monetary damages. (c) If the Seller Indemnifying Parties do not assume the defense of any such claim by a third party, or litigation resulting therefrom, after receipt of written notice from the Purchaser Indemnified Parties, the Purchaser Indemnified Parties may defend against such claim or litigation in such manner they deem appropriate at the expense of the Seller Indemnifying Parties and the costs of such defense shall be deemed "Losses" for which Purchaser Indemnified Parties are entitled to indemnification for all purposes hereunder.

Indemnification by the Principal Shareholders. (a) Subject to Section 5.5(c)the limitations, each of conditions, and restrictions set forth in this agreement, the Principal Shareholders shall jointly and severally indemnify, indemnify and defend the Parent and hold Superior and the Surviving Corporation, and each of their directorsits affiliates, officers, employees directors, employees, and agents (including, without limitation, those retained in connection with the transactions contemplated by this agreement) (collectively, the "ACQUIRING PARTIES"“Parent Indemnified Parties”) harmless, and hold them harmless from and against any and all losses, liabilities, damages, and expenses of or against the entirety Parent Indemnified Parties, including, for the sake of any Adverse Consequences any clarity, those of the Acquiring Parties may suffer, sustain Company (including reasonable attorneys’ fees and expenses) to the extent resulting from 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: of (ia) 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 TimeTime of any covenant, to the extent not accrued on the Latest Balance Sheetrepresentation, (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 warranty in connection with the transactions contemplated herebythis agreement, or any Liability breach by the Principal Shareholders at any time of any covenant, representation, or warranty in this agreement, or (b) any appraisal or other proceeding brought by or on behalf of any Shareholder in respect of any fact, event, or circumstance arising, occurring, or existing prior to or on the Effective Time (including, without limitation all Pre-Merger Company Liabilities), or in respect of any dispute regarding the authority or actions by or on behalf of the Representative under Article X or otherwise (provided, however, that nothing in this subsection (b) is intended to limit or restrict the right of the Representative to take any act permitted under this agreement and not in contravention of applicable law or the rights of any Shareholder). (b) Subject to sections 8.5(b), the Principal Shareholders shall jointly and severally indemnify the Parent Indemnified Parties in an amount equal to the Accounts Receivable Deficit (as defined below). As used in this agreement, the term “Accounts Receivable Deficit’ means the aggregate amount, if any, of the accounts receivable listed on schedule 8.2 that shall not have been collected on or before the earlier of January 31, 2008 or (ii) the date the Parent’s consolidated financial statements are prepared (assuming, for these purposes, that amounts collected from a particular account debtor shall be applied to that account debtor’s receivables in the order in which such employee under any existing agreement or understanding between receivables arose, unless the account debtor shall have specified otherwise in writing to the Company or any the UK Subsidiary). (c) Subject to sections 8.5(b), the Principal Shareholder Shareholders shall jointly and such employee, severally indemnify the Parent Indemnified Parties in each case an amount equal to the extent such Liabilities are not accrued on GAAP Deficit (as defined below). As used in this agreement, the Latest Balance Sheet, or term “GAAP Deficit’ means an amount equal to (vii) the costs and expense sum of defending any action, demand or claim by any third-party against or affecting any of (A) the Acquiring Parties whichamount, if true or successfulany, by which $6,833,449 exceeds the Company’s consolidated revenues (determined in accordance with GAAP consistently applied) in the 12 months ended June 30, 2007, plus (B) the amount, if any, by which expense (excluding depreciation and amortization, but including, without limitation, accruals for liabilities for all Plans) reflected in any Company Financial Statement is less than the amount of aggregate expense that would give rise to a breach have been reflected therein, if that Company Financial Statement had been prepared in accordance with GAAP consistently applied, reduced by (ii) the general reserve for expenses of any of the representations, warranties or$104,000 reflected therein.