Indemnification by the Shareholders Sample Clauses

Indemnification by the Shareholders. In connection with any registration statement in which a Shareholder is participating, each such Shareholder will furnish to the Company in writing such information and affidavits with respect to such Shareholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Shareholder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 0000 Xxx) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such Shareholder so furnished in writing by such Shareholder expressly for use in the registration statement or prospectus; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Shareholders and the liability of each such Shareholder shall be in proportion to and limited to the net amount received by such Shareholder from the sale of Registrable Securities pursuant to a registration statement in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 5.05 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of such seller (which consent shall not be unreasonably withheld or delayed). The Company and the holders of the Registrable Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or preliminary materials associated therewith are statements specifically relating to (a) transactions or the relationship between such holder and its Affiliates, on th...

Indemnification by the Shareholders. Subject to the limitations set forth in this Article 9 and the Closing of the transactions contemplated by this Agreement, the Shareholders, severally but not jointly, shall indemnify, defend, save and hold ADLT and its officers, directors, employees, Affiliates and agents (including, after Closing, RLI) (collectively, "ADLT Indemnitees") harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, Liabilities, costs and expenses, including reasonable attorneys' fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively, "ADLT Damages") asserted against, imposed upon, resulting to or incurred by any of the ADLT Indemnitees, directly or indirectly, in connection with, or arising out of, or resulting from (i) a breach of any of the representations and warranties made by the Shareholders or RLI in Article 2 of this Agreement, except as set forth above in Section 9.1, ("ADLT Warranty Damages"), (ii) a breach of any of the representations and warranties made by any Shareholder in Article 3 of this Agreement, except as set forth above in Section 9.1 and except that each Shareholder will be severally responsible only for his or her own such representations and warranties and (iii) a breach of any of the covenants or agreements made by the Shareholders, or a breach of any of the covenants or agreements of RLI to be completed before the Closing, in or pursuant to this Agreement and in any Other Agreement to which the Shareholders or RLI is a party, except that, with respect to Shareholder covenants, each Shareholder will be severally responsible only for his or her own covenants or agreements. The waiver by ADLT of any condition to Closing set forth in Section 7.2 shall be deemed to be a waiver by ADLT of its rights of indemnification hereunder. All claims made by virtue of such representations and warranties shall be made under, and subject to, the limitations set forth in this Article 9. The Liability of each Shareholder with respect to any claim for indemnity shall be equal to the Shareholder's Pro Rata Share, provided, however, that each Shareholder shall be entirely responsible for any violation of his or her own representations contained in Article 3.

Indemnification by the Shareholders. The Shareholders severally (and not jointly) shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with: (a) any Breach by the Shareholders of any representation or warranty of the Shareholders contained in this Agreement or any other Transactional Agreement; (b) any Breach of any covenant of the Shareholders contained in this Agreement or any other Transactional Agreement; and (c) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clauses "(a)" or "(b)" above (including any Proceeding commenced by any Purchaser Indemnitee for the purpose of enforcing any of its rights under this Section 6). The Purchaser Indemnitees shall not be entitled to indemnification pursuant to the provisions of this Section 6.2 until the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties pursuant to this Section 6.2 (and excluding any Damages arising pursuant to Section 6.3 below)) exceeds $100,000 (the "Basket Amount") (it being understood and agreed that the Basket Amount is intended as a deductible, and the Shareholders will not be liable for the first $100,000 of Damages for which the Purchaser Indemnitees are entitled to indemnification). Notwithstanding the foregoing, no Basket Amount shall apply to (a) claims based on fraud or any claim in the nature of fraud or (b) claims arising pursuant to Section 6.3 below. Subject to Sections 6.3 and 7.14 below, all of the indemnification obligations of either of the Shareholders shall be satisfied exclusively by deduction from the Escrow Shares; provided, that, each Shareholder may elect, at its sole option, to satisfy such indemnification obligation in cash (the "Shareholder Cap"). Notwithstanding the foregoing, any Breach of any covenant (or any Proceeding relating directly or indirectly to any such failure or Breach) of the Shareholders contained in Sections 1.1, 1.2(b), 1.2(c...

Indemnification by the Shareholders. Subject to the limitations set forth in this Article 9 and excepting the matters disclosed on the Target Disclosure Schedule, each of the Shareholders shall individually, jointly and severally indemnify and hold harmless the Surviving Corporation and Buyer, their respective affiliates and each of their respective officers, directors, employees, and agents for, from and against any loss, liability, claim (whether or not involving a third party claim), damage (including punitive, consequential, or treble damages), or expense (including reasonable legal fees and expenses), and expenses and costs of investigation, obligations, liens, assessments, judgments and fines, including, without limitation, any of the foregoing arising out of personal or bodily injury to, or damages to the property, business or assets of, Buyer, the Surviving Corporation, or any third party (the foregoing being collectively referred to herein as a "Loss" or "Losses"), suffered or incurred by any such Indemnified Party to the extent arising, directly or indirectly, from or in connection with: 9.2.1 Any breach of any representation or warranty or covenant of Target or any Shareholders or any of them contained in this Agreement, including all schedules and exhibits and all related agreements executed in connection with the Closing; 9.2.2 Any breach of any covenant of Target or any Shareholders or any of them contained in this Agreement requiring performance after the Closing Date, including without limitation, Tax indemnification provided in Section 5.6; 9.2.3 Whether or not disclosed or required to be disclosed on any Schedule to this Agreement, any environmental liabilities, including, but not limited to, any remediation expenses as provided in Section 3.16 or Section 5.5. 9.2.4 Criminal misconduct by any of Target or any of the Shareholders, whether or not disclosed to Buyer on the Schedules hereto or otherwise and which occurred prior to the Closing Date; 9.2.5 Except to the extent adequately provided for in the Target Financial Statements, any claim arising out of or by virtue of or based upon any breach or failure by Target to have performed any obligation or satisfied any liability under any contract or agreement to the extent required to be performed or satisfied at or prior to the Closing Date, exclusive of the Actions detailed in the Target Disclosure Sehedule herein; and 9.2.6 Except to the extent adequately provided for in the Target Financial Statements, any claims arising out...

Indemnification by the Shareholders. To the fullest extent permitted by law, each Shareholder hereby covenants and agrees with Buyer that the Shareholders shall indemnify Buyer severally and its successors and assigns (individually, a "Buyer Indemnified Party"), and hold them harmless from, against and in respect of any and all claims brought by Third Parties for costs, losses, claims, liabilities (including for Taxes), fines, penalties, damages and expenses (including interest, if any, imposed in connection therewith, court costs and reasonable fees and disbursements of counsel) (collectively, "Damages") incurred by any of them resulting from: (i) any misrepresentation, breach of warranty in this Agreement or the non-fulfillment in any material respect of any agreement, covenant or obligation by the Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith) and (ii) any Environmental Damages. Notwithstanding the foregoing, or anything to the contrary herein contained: (i) Sellers shall have no liability until the aggregate of all items for which indemnity is sought exceeds one million dollars ($1,000,000); (ii) in the event the aggregate for all items for which indemnity is sought exceeds one million dollars ( $1,000,000) the Shareholders shall be liable severally for all such items in excess of the first one million dollars ( 1,000,000); (iii) notwithstanding the foregoing, the maximum liability of each Shareholder by reason of any and all breaches of the warranties and representations contained in Articles 4 and 6 of this Agreement or for any Environmental Damages shall be limited to the portion of the Purchase Price paid to such Shareholder (before deduction of taxes); and ( iv) the indemnifications contained hereunder shall expire and be of no further force and effect unless written claim is made by the Buyer on or before the expiration of one (1) year from and after the Closing Date.

Indemnification by the Shareholders. From and after the Closing Date, the Shareholders shall, jointly and severally, indemnify and hold harmless Parent, the Surviving Corporation and its Subsidiaries, each of their respective directors, officers, employees and agents (other than the Shareholders), and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnified Parties”) from and against any and all Losses incurred by, suffered by or asserted against any of the Parent Indemnified Parties in connection with or arising from (i) any breach by the Company or the Shareholders of their respective covenants and agreements contained herein, (ii) any breach by the Company or the Shareholders of their respective representations and warranties contained herein (provided, that for purposes of this clause (ii), if any such representation or warranty is qualified by knowledge, materiality, the word “knowledge”, “material” or by words of similar impact, such qualification or exception will in all respects be ignored and deemed not included in such representation or warranty) and (iii) notwithstanding any disclosure set forth in the Schedules hereto, the ownership, maintenance, operation or existence of the Company, its assets and business prior to the Effective Time. To the extent that any of the Shareholders undertakings set forth in this Section 8.2 may be unenforceable, each of the Shareholders shall, jointly and severally, contribute the maximum amount that it is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Parent Indemnified Parties. In addition to, and without limitation of, the foregoing, in the event of any payment to Parent or any other SBR Parent Indemnified Party pursuant to the terms of the SBR Merger Agreement, an aggregate amount equal to the product of (i) the SBR Ownership Percentage times (ii) the aggregate amount of such payment shall be disbursed to Parent pursuant to the terms of the Escrow Agreement.

Indemnification by the Shareholders. The Shareholders (which shall include for purposes of this Article 5, Jack X. Xxxx, Xxry X. Xxxx xxx Sharxx X. Xxxxxxxx), xointly and severally, covenant and agree to indemnify, defend, protect and hold harmless DBT, the Surviving Corporation and each Subsidiary (and each of their officers, directors and employees) from, against and in respect of: (a) all liabilities, losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, settlement payments, deficiencies, diminution in value, costs and expenses (including without limitation reasonable attorneys' fees and expenses) (collectively, "Claims") suffered, sustained, incurred or paid by DBT, the Surviving Corporation or any Subsidiary (or any of their officers, directors and employees) in connection with, resulting from or arising out of: (i) any breach of any representation or warranty of a Shareholder or the Company set forth in this Agreement or any certificate or other writing delivered by a Shareholder or the Company in connection herewith; (ii) any nonfulfillment or breach of any covenant or agreement on the part of a Shareholder or the Company set forth in this Agreement; (iii) the matters disclosed on Schedules 2.13 (Taxes and Tax Returns and Reports), 2.14 (Legal Proceedings, Etc.), and 2.15 (Compliance with Law); (iv) the assertion against DBT, the Surviving Corporation, the Company or any Subsidiary of any liability or obligation relating to or arising out of the business, operations or assets of the Company or any Subsidiary prior to or at the Closing (except to the extent such liabilities and obligations are reflected in the 1998 Financial Statements), or out of the actions or omissions of the Company's or any Subsidiary's directors, officers, shareholders, employees or agents prior to or at the Closing; (v) any liability or obligation which relates to, or which involves a claim, liability or obligation which arises out of or is based upon, any Environmental Law to the extent that such liability or obligation relates to or arises out of, in whole or in part, any activity occurring, condition existing, omission to act or other matter existing at or prior to the Closing; (vi) any liability or obligation (including all taxes, penalties and interest) which relates to, or which involves a claim, liability or obligation against the Company arising out of or based upon any (1) compensation made to Jack X. Xxxx xxxsuant to that certain consulting agreement dated January 1, 1...

Indemnification by the Shareholders. 11.1.1 Subject to the terms and conditions of this Section 11, each of the Shareholders shall, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless LKQ, its officers, directors, employees, agents and its affiliates (each, an “LKQ Indemnified Party” and together, the “LKQ Indemnified Parties”) from, against, for and in respect of any and all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses to the extent they are reasonable) (collectively, “Damages”) incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any breach of any representation or warranty contained or made in Section 5 or in any certificate or schedule furnished in connection with the representations and warranties contained or made in Section 5, (ii) any breach of any covenant or agreement made by the Company in this Agreement or any Ancillary Agreement, or (iii) fraud or intentional misconduct by the Company. 11.1.2 Subject to the terms and conditions of this Section 11, each of the Shareholders shall, from and after the Closing Date, severally but not jointly indemnify, defend and hold harmless the LKQ Indemnified Parties from, against, for and in respect of any and all Damages incurred or suffered by any of them by reason of, resulting from, based upon or arising out of (i) any breach of any representation or warranty of such Shareholder contained or made in Section 4, (ii) any breach of any covenant or agreement made by such Shareholder in this Agreement or any Ancillary Agreement, or (iii) fraud or intentional misconduct by such Shareholder. 11.1.3 The aggregate liability to all LKQ Indemnified Parties as a whole pursuant to this Section 11.1 shall be limited to the amount deposited into the Escrow Account pursuant to Section 2.1.3 (the “Cap”), and any claim for indemnification under Section 11.1.1 or 11.1.2 shall be made first against the Escrow Account pursuant to the Escrow Agreement. The LKQ Indemnified Parties shall not be entitled to indemnification for any Damages with respect to any claims made under this Section 11.1 until the aggregate of all Damages exceeds $250,000 (the “Threshold”); provided, however, that once such aggregate Damages exceed the Threshold, the LKQ Indemnified Parties shall be entitled to indemnification for all Damages without regard to the Threshold, including the $250,000 amount; and provided, further, that no Damages m...

Indemnification by the Shareholders. Subject to the limitations of Section 6.6, the Shareholders hereby agree to indemnify and hold harmless the Surviving Corporation and Parent in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which the Surviving Corporation or Parent (but without duplication) incurs as a result of the breach of: (A) any of the representations or warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Final Closing; or (C) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Preliminary Closing and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations of the Shareholders under this Section 6.2 shall survive the Preliminary Closing and the Final Closing and will terminate at the time specified in Section 6.6.

Indemnification by the Shareholders. Subject to the terms of this Article 8, from and after the Closing, each of Xxxxx and the Xxxxx Trust (jointly and severally as between Xxxxx and the Xxxxx Trust) and Xxxxx (severally and not jointly as between Xxxxx on one hand and Xxxxx and the Xxxxx Trust on the other) shall indemnify Buyer and its Affiliates and their respective officers, directors, shareholders, members, employees, successors and permitted assigns (collectively, the “Buyer Indemnified Persons”) and hold them harmless from and against any and all Losses incurred or suffered by a Buyer Indemnified Person resulting from or arising out of: (a) any breach or inaccuracy of any representation or warranty made by such Shareholder in this Agreement or in any certificate delivered by such Shareholder at the Closing pursuant hereto; (b) any breach of any covenant or agreement of such Shareholder contained in this Agreement; (c) any breach or inaccuracy of any representation or warranty made by the Company in this Agreement or in any certificate delivered by the Company at the Closing pursuant hereto; (d) any breach of any covenant or agreement (if to be performed prior to the Closing) of the Company contained in this Agreement; (e) any Loss attributable to (i) any Pre-Closing Tax Period Taxes (or nonpayment thereof), (ii) any Pre-Closing Straddle Period Taxes (or nonpayment thereof), (iii) any Tax described in Section 6.12(c) hereof, (iv) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any subsidiary was a member prior to the Closing Date, and (v) any and all Taxes of any Person imposed on the Company as a transferee or successor, by contractor or pursuant to any law, which Taxes relate to an event or transaction occurring prior to Closing, in the case of each of the foregoing, only to the extent not reserved or accrued on the Company’s Financial Statements; (f) any Funded Indebtedness existing at Closing (except to the extent discharged in full at the Closing); (g) any Company Transaction Expenses existing at Closing (except to the extent discharged in the full at the Closing); and (h) the items specifically set forth on Section 8.2(h) of the Disclosure Schedule.