Common use of Indemnification by the Stockholder Clause in Contracts

Indemnification by the Stockholder. Subject to Section 8.3, the Stockholder agrees to indemnify and hold harmless GTS, any Affiliate of GTS and the directors, officers and employees of GTS or any of its Affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable counsel fees and disbursements (singularly, a "Loss," and collectively, the "Losses"), arising out of any claims by a third party or between the parties hereto relating to: (a) liabilities or obligations of CCI (whether absolute, accrued, contingent or otherwise), whether existing as of the Closing or arising out of facts or circumstances existing at or prior to the Closing, and whether or not those liabilities or obligations were known at the time of the Closing (except for those post-closing contractual obligations of the CCI specifically set forth on Schedule 8.1) including, without limitation, any Losses arising from any tax, environmental or regulatory matters; (b) any failure or breach by the Stockholder of any representation or warranty made by the Stockholder in this Agreement, including any Exhibit, Schedule, employment or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; (c) any failure to perform or breach by the Stockholder of any covenant, agreement, obligation or undertaking made by the CCI or Stockholder in this Agreement, including any Exhibit, Schedule or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; and (d) any failure after the Closing to perform any of the ongoing contractual obligations which are set forth on Schedule 8.1. GTS agrees that any for which it is to be paid in connection with the indemnification provided hereunder shall be in the following order (the "Set-Off Priority"): (i) recapture of the GTS Stock, up to a maximum value of $100,000, at a price per share recapture price equal to the per share price used to calculate the number of shares received by Stockholder pursuant to Section 2.2(ii) of this Agreement; provided, however, the Stockholder may elect, in his sole discretion, to make payment in cash in lieu of the recapture of GTS Stock; (ii) from amounts remaining due and owing from GTS to the Stockholder under the Promissory Note; (iii) form the Cash Consideration; (iv) from cash benefits (i.e., bonuses, etc.) due to the Stockholder under the Employment Agreement; and (v) from salary payments due to the Stockholder under the Employment Agreement.

Indemnification by the Stockholder. Subject In the event of any ---------------------------------- registration of any Registrable Securities pursuant to Section 8.3this Registration Rights Agreement, the Stockholder agrees to shall indemnify and hold harmless GTS(i) the Company, any Affiliate of GTS and (ii) the Company's directors, officers officers, agents and employees advisors, (iii) each Person who participates as an underwriter in the offering or sale of GTS Registrable Securities and (iv) each Person (if any) other than the Stockholder who controls the Company within the meaning of either the Securities Act or any of its Affiliates the Exchange Act (the "Company Indemnified Parties"), from and against any and all claimsLosses, liabilitiesjoint --------------------------- or several, lossesto which the Company Indemnified Parties or any of them may become subject, damagesunder the Securities Act or otherwise, costs and expensesinsofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based on (x) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus in respect of such registration, including reasonable counsel fees any amendment thereof or supplement thereto, or (y) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if any such case such statement or alleged statement or omission or alleged omission was made in reliance on and disbursements (singularlyin conformity with written information furnished to the Company by or on behalf of the Stockholder expressly for use in the preparation of such Registration Statement or Prospectus; and, a "Loss," and collectivelysubject to Section 6(c) hereof, the "Losses")Stockholder shall reimburse the Company Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such Loss, arising out of any claims by a third party action or between proceeding. In no event shall the parties hereto relating to: (a) liabilities or obligations of CCI (whether absolute, accrued, contingent or otherwise), whether existing as liability of the Closing or arising out of facts or circumstances existing at or prior to Stockholder hereunder be greater in amount than the Closing, and whether or not those liabilities or obligations were known at the time dollar amount of the Closing gross proceeds (except for those post-closing contractual obligations net of the CCI specifically set forth on Schedule 8.1underwriting discounts and commissions) including, without limitation, any Losses arising from any tax, environmental or regulatory matters; (b) any failure or breach received by the Stockholder and/or any of its Affiliates upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any representation or warranty investigation made by the Stockholder in this Agreement, including any Exhibit, Schedule, employment or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; (c) any failure to perform or breach by the Stockholder on behalf of any covenant, agreement, obligation or undertaking made by the CCI or Stockholder in this Agreement, including any Exhibit, Schedule or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; and (d) any failure after the Closing to perform any of the ongoing contractual obligations which are set forth on Schedule 8.1. GTS agrees that any for which it is to be paid in connection with the indemnification provided hereunder shall be in the following order (the "Set-Off Priority"): (i) recapture of the GTS Stock, up to a maximum value of $100,000, at a price per share recapture price equal to the per share price used to calculate the number of shares received by Stockholder pursuant to Section 2.2(ii) of this Agreement; provided, however, the Stockholder may elect, in his sole discretion, to make payment in cash in lieu of the recapture of GTS Stock; (ii) from amounts remaining due and owing from GTS to the Stockholder under the Promissory Note; (iii) form the Cash Consideration; (iv) from cash benefits (i.e., bonuses, etcCompany Indemnified Party.) due to the Stockholder under the Employment Agreement; and (v) from salary payments due to the Stockholder under the Employment Agreement.

Indemnification by the Stockholder. Subject to Section 8.3(a) The Company and each of the Principal Shareholders of the Company shall, the Stockholder agrees to indemnify severally (based upon each Principal Shareholder's Pro Rata Portion as defined in Article II hereof) 54 and not jointly, indemnify, defend, save and hold harmless GTS, any Affiliate of GTS Parent and the Surviving Corporation, their affiliates, and each of their successors and assigns, officers, directors, officers employees, agents and employees representatives (each of GTS the "Buyer Indemnified Persons"), and each of them, from, against, for and in respect of any and all damages, costs, disbursements, expenses, penalties, settlements, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered (collectively, "Losses") by the Buyer Indemnified Persons, or any of its Affiliates them (a) arising from a breach of any representation or warranty of the Company or the Principal Shareholders contained in or made pursuant to this Agreement or in any certificate, instrument or agreement delivered by any of such parties pursuant hereto or thereto, (b) arising from a breach of any covenant or agreement of the Company or the Principal Shareholders contained in or made pursuant to this Agreement or any instrument or agreement delivered by the Company or the Principal Shareholders pursuant hereto or thereto; (c) for or in respect of claims for consultant, lawyer, investment bank, brokerage or finders' fees arising out of this Agreement except as set forth in the Disclosure Schedule or in this Agreement or the transactions contemplated hereby by any person alleging that they were engaged by the Company, the Shareholders or any affiliates or associates thereof; (d) arising from any third party claims or demands in connection with any product or service sold, or otherwise in connection with the conduct of the business of the Company, prior to the Closing Date that are asserted after the Closing Date and against (e) any and all claims, liabilities, losses, damages, reasonable costs and expenses, including reasonable counsel fees and disbursements expenses (singularly, a "Loss," and collectively, the "Losses"), arising out of any claims by a third party or between the parties hereto relating to: (a) liabilities or obligations of CCI (whether absolute, accrued, contingent or otherwise), whether existing as of the Closing or arising out of facts or circumstances existing at or prior to the Closing, and whether or not those liabilities or obligations were known at the time of the Closing (except for those post-closing contractual obligations of the CCI specifically set forth on Schedule 8.1) including, without limitation, any Losses arising from any taxreasonable attorneys', environmental or regulatory matters; (baccountants' and other professional fees and expenses) any failure or breach incurred by the Stockholder Buyer Indemnified Persons, or any of them, in connection with any representation action, suit, proceeding, demand, assessment or warranty made by judgment incident to any of the Stockholder in this Agreement, including any Exhibit, Schedule, employment or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; (cmatters indemnified against under Sections 9.2(a) any failure to perform or breach by the Stockholder of any covenant, agreement, obligation or undertaking made by the CCI or Stockholder in this Agreement, including any Exhibit, Schedule or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; and through (d) any failure after the Closing to perform any of the ongoing contractual obligations which are set forth on Schedule 8.1. GTS agrees that any for which it is to be paid in connection with the indemnification provided hereunder shall be in the following order (the "Set-Off Priority"): (i) recapture of the GTS Stock, up to a maximum value of $100,000, at a price per share recapture price equal to the per share price used to calculate the number of shares received by Stockholder pursuant to Section 2.2(ii) of this Agreementhereof; provided, however, in all cases, the Stockholder may elect, in his sole discretion, to make payment in cash in lieu indemnification obligations of the recapture of GTS Stock; (ii) from amounts remaining due and owing from GTS Company pursuant to this Section 9.2 shall terminate in all respects on the Stockholder under the Promissory Note; (iii) form the Cash Consideration; (iv) from cash benefits (i.e., bonuses, etcEffective Date.) due to the Stockholder under the Employment Agreement; and (v) from salary payments due to the Stockholder under the Employment Agreement.

Indemnification by the Stockholder. Subject to Section 8.3, the Stockholder agrees to indemnify and hold harmless GTS, any Affiliate of GTS and the directors, officers and employees of GTS or any of its Affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable counsel fees and disbursements (singularly, a "Loss," and collectively, the "Losses"), arising out of any claims by a third party or between the parties hereto relating to: (a) liabilities or obligations of CCI (whether absolute, accrued, contingent or otherwise), whether existing as of the Closing or arising out of facts or circumstances existing at or prior to the Closing, and whether or not those liabilities or obligations were known at the time of the Closing (except for those post-closing contractual obligations of the CCI specifically set forth on Schedule 8.1) including, without limitation, any Losses arising from any tax, environmental or regulatory matters; (b) any failure or breach by the Stockholder of any representation or warranty made by the Stockholder in this Agreement, including any Exhibit, Schedule, employment or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; (c) any failure to perform or breach by the Stockholder of any covenant, agreement, obligation or undertaking made by the CCI or Stockholder in this Agreement, including any Exhibit, Schedule or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; and (d) any failure after the Closing to perform any of the ongoing contractual obligations which are set forth on Schedule 8.1. GTS agrees that any for which it is to be paid in connection with the indemnification provided hereunder shall be in the following order (the "Set-Off Priority"): (i) recapture of the GTS Stock, up to a maximum value of $100,000, at a price per share recapture price equal to the per share price used to calculate the number of shares received by Stockholder pursuant to Section 2.2(ii) of this Agreement; providedPROVIDED, howeverHOWEVER, the Stockholder may elect, in his sole discretion, to make payment in cash in lieu of the recapture of GTS Stock; (ii) from amounts remaining due and owing from GTS to the Stockholder under the Promissory Note; (iii) form the Cash Consideration; (iv) from cash benefits (i.e., bonuses, etc.) due to the Stockholder under the Employment Agreement; and (v) from salary payments due to the Stockholder under the Employment Agreement.

Indemnification by the Stockholder. Subject to Section 8.3The STOCKHOLDER covenants and agrees that she will indemnify, the Stockholder agrees to indemnify defend, protect and hold harmless GTSPARENT, any Affiliate of GTS ACQUISITION CORPS., the COMPANIES and the directorsSurviving Corporations at all times, officers from and employees after the date of GTS or any of its Affiliates this Agreement until the applicable Expiration Date, from and against any and all claims, liabilitiesdamages, lossesactions, damagessuits, proceedings, demands, assessments, adjustments, costs and expensesexpenses (including specifically, including but without limitation, reasonable counsel attorneys' fees and disbursements (singularlyexpenses of investigation) incurred by PARENT, a "Loss," and collectivelyACQUISITION CORPS., the "Losses")COMPANIES or the Surviving Corporations as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDER or the COMPANIES set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDER or the COMPANIES under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any claims untrue statement or alleged untrue statement of a material fact relating to the COMPANIES or the STOCKHOLDER, and provided to PARENT or its counsel by a third party the COMPANIES or between the parties hereto relating to: STOCKHOLDER (a) liabilities or obligations of CCI (whether absolute, accrued, contingent or otherwise), whether existing as but in the case of the Closing STOCKHOLDER, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of facts or circumstances existing at based upon any omission or prior alleged omission to state therein a material fact relating to the Closing, and whether or not those liabilities or obligations were known at the time of the Closing (except for those post-closing contractual obligations of the CCI specifically set forth on Schedule 8.1) including, without limitation, any Losses arising from any tax, environmental or regulatory matters; (b) any failure or breach by the Stockholder of any representation or warranty made by the Stockholder in this Agreement, including any Exhibit, Schedule, employment or other agreement delivered by CCI COMPANIES or the Stockholder pursuant to this Agreement; (c) any failure to perform or breach by the Stockholder of any covenant, agreement, obligation or undertaking made by the CCI or Stockholder in this Agreement, including any Exhibit, Schedule or other agreement delivered by CCI or the Stockholder pursuant to this Agreement; and (d) any failure after the Closing to perform any of the ongoing contractual obligations which are set forth on Schedule 8.1. GTS agrees that any for which it is STOCKHOLDER required to be paid in connection with stated therein or necessary to make the indemnification provided hereunder shall be in the following order (the "Set-Off Priority"): (i) recapture of the GTS Stock, up to a maximum value of $100,000, at a price per share recapture price equal to the per share price used to calculate the number of shares received by Stockholder pursuant to Section 2.2(ii) of this Agreementstatements therein not misleading; provided, however, that such indemnity shall not inure to the Stockholder may electbenefit of PARENT, ACQUISITION CORPS., the COMPANIES or the Surviving Corporations to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDER provided, in his sole discretionwriting, corrected information to make payment PARENT's counsel and to PARENT for inclusion in cash in lieu of the recapture of GTS Stock; (ii) from amounts remaining due final prospectus, and owing from GTS to the Stockholder under the Promissory Note; (iii) form the Cash Consideration; (iv) from cash benefits (i.e., bonuses, etcsuch information was not so included or properly delivered.) due to the Stockholder under the Employment Agreement; and (v) from salary payments due to the Stockholder under the Employment Agreement.

Indemnification by the Stockholder. Subject to Section 8.3From and after the Closing Date, the Stockholder agrees to and its successors and permitted assigns shall indemnify and hold harmless GTSBuyer, any Affiliate of GTS its subsidiaries and the affiliates and their respective stockholders, officers, directors, officers employees and employees of GTS or any of its Affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable counsel fees and disbursements agents (singularlyindividually, a "Loss,Buyer Indemnified Party" and collectively, the "LossesBuyer Indemnified Parties")) from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of any third-party claims by a third party and including all amounts paid in investigation, defense or between the parties hereto relating to: (a) liabilities or obligations of CCI (whether absolute, accrued, contingent or otherwise), whether existing as settlement of the Closing foregoing) (a "Loss" or "Losses") sustained, suffered or incurred by any Buyer Indemnified Party arising out of facts or circumstances existing at or prior to the Closing, and whether or not those liabilities or obligations were known at the time of the Closing resulting from: (except for those post-closing contractual obligations of the CCI specifically set forth on Schedule 8.1) including, without limitation, any Losses arising from any tax, environmental or regulatory matters; (bi) any failure inaccuracy in or breach by the Stockholder of any representation or warranty made by the Company or the Stockholder in this Agreement, including Agreement (after giving effect to any Exhibit, Schedule, employment or update of the Disclosure Schedule after the date of this Agreement other agreement delivered by CCI or the Stockholder than an update made pursuant to Section 6.5(a)(i) of this Agreement after the date of this Agreement) or in any schedule or certificate delivered in connection with this Agreement; (cii) any failure to perform or breach by the Stockholder of any covenant, agreement, obligation covenant or undertaking agreement made by the CCI Company or the Stockholder in this Agreement, including Agreement or in any Exhibit, Schedule schedule or other agreement certificate delivered by CCI or the Stockholder pursuant to this Agreement; and (d) any failure after the Closing to perform any of the ongoing contractual obligations which are set forth on Schedule 8.1. GTS agrees that any for which it is to be paid in connection with the indemnification provided hereunder shall be in the following order (the "Set-Off Priority"): (i) recapture of the GTS Stock, up to a maximum value of $100,000, at a price per share recapture price equal to the per share price used to calculate the number of shares received by Stockholder pursuant to Section 2.2(ii) of this Agreement; provided, however, the Stockholder may elect, in his sole discretion, to make payment in cash in lieu of the recapture of GTS Stock; (ii) from amounts remaining due and owing from GTS to the Stockholder under the Promissory Note; (iii) form any Liability of the Cash ConsiderationCompany for Taxes arising from an event or transaction occurring prior to the Closing (including, without limitation, any Liability arising out of any item set forth in Section 3.10 of the Disclosure Schedule) and any Liability for Taxes incurred as a result of the Section 338 Election; (iv) from cash benefits (i.e., bonuses, etc.) due to any Liability of the Stockholder under Section 1 of the Employment AgreementRetention Agreements; and or (v) from salary payments due any Liability relating to or arising out of any item set forth in Section 3.18 of the Stockholder Disclosure Schedule. Claims under the Employment Agreementclauses (i) through (v) of this Section 11.2 are collectively referred to herein as "Buyer Indemnifiable Claims," and Losses in respect of such claims are collectively referred to herein as "Buyer Indemnifiable Losses."