Common use of Indemnification of Global Clause in Contracts

Indemnification of Global. Except as provided in Section 8.6, ------------------------- ----------- as Global's sole and exclusive remedy for any breach by the Seller hereunder, Seller agrees to indemnify and hold harmless Global and each officer, director, and affiliate of Global, including without limitation the Company or any successor of the Company (collectively, the "INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "INDEMNIFIABLE COSTS"), which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by Seller or the Company of or under any of the representations, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith; (B) the assertion and final determination of any claim or liability against the Company or any of the Indemnified Parties by any Person based upon the facts which form the alleged basis for any litigation to the extent it should have been, but was not, reserved for in the Financial Statements in accordance with GAAP; and (C) the Company's tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for themselves as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.

Indemnification of Global. Except as provided in Section 8.6, Sellers agree to jointly and ------------------------- ----------- as Global's sole and exclusive remedy for any breach by the Seller hereunder, Seller agrees to severally indemnify and hold harmless Global and each officer, director, and affiliate of Global, including without limitation the Company Companies or any successor of the Company Companies (collectively, the "INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "INDEMNIFIABLE COSTS"), which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by Seller Sellers or the Company Companies of or under any of the representations, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith; (B) the assertion and final determination of any claim or liability against the Company Companies or any of the Indemnified Parties by any Person based upon the facts which form the alleged basis for any litigation to the extent it should have been, but was not, reserved for in the Financial Statements in accordance with GAAP; and (C) the Company's Companies' tortious acts or omissions to act prior to Closing for which the Company Companies did not carry liability insurance for themselves as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.

Indemnification of Global. Except as provided in Section 8.6, Sellers agree to jointly and severally ------------------------- ----------- as Global's sole and exclusive remedy for any breach by the Seller hereunder, Seller agrees to indemnify and hold harmless Global and each officer, director, and affiliate of Global, including without limitation the Company or any successor of the Company (collectively, the "INDEMNIFIED PARTIESIndemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, suits penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses actually incurred in investigating and preparing for any litigation or proceeding) (collectively, the "INDEMNIFIABLE COSTSIndemnifiable Costs"), which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by Seller Sellers or the Company of or under any of the representations, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith; (B) any misrepresentation, breach or default by Sellers or the other Companies of or under any of the representations, covenants, agreements or other provisions of any Purchase Agreement or any agreement or document executed in connection therewith; (C) the assertion and final determination of any claim or liability against the Company Companies or any of the Indemnified Parties by any Person based upon the facts which form the alleged basis for any litigation to the extent it should have been, but was not, reserved for in the Financial Statements financial statements of such Company in accordance with GAAP; and (CD) the Company's Companies' tortious acts or omissions to act prior to Closing for which the Company Companies did not carry liability insurance for themselves as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.; and (E) any litigation or claim disclosed on or required to be disclosed on Schedule 3.16 hereto. -------------

Indemnification of Global. Except as provided in Section 8.6, ------------------------- ----------- as Global's sole and exclusive remedy for any breach by the Seller hereunder, Seller agrees to indemnify and hold harmless Global and each officer, director, and affiliate of Global, including without limitation the Company or any successor of the Company (collectively, the "INDEMNIFIED PARTIES") from and against any and all material damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "INDEMNIFIABLE COSTS"), which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any Material misrepresentation, breach or default by Seller or the Company of or under any of the representations, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith; (B) the assertion and final determination of any claim or liability against the Company or any of the Indemnified Parties by any Person based upon the facts which form the alleged basis for any litigation to the extent it should have been, but was not, reserved for in the Financial Statements in accordance with GAAP; and (C) the Company's Material tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for themselves as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.

Indemnification of Global. Except as provided in Section 8.68.5, ------------------------- ----------- as Global's sole and exclusive monetary remedy for any breach by the Seller hereunder, the Seller agrees agree to jointly and severally indemnify and hold harmless Global and each officer, director, and affiliate of Global, including without limitation the Company or any successor of the Company (collectively, the "INDEMNIFIED PARTIESIndemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "INDEMNIFIABLE COSTSIndemnifiable Costs"), which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by the Seller or the Company of or under any of the representations, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith; (B) the assertion and final determination of any claim or liability against the Company or any of the Indemnified Parties by any Person based upon the facts which form the alleged basis for any litigation to the extent it should have been, but was not, reserved for in the Financial Statements in accordance with GAAP; and (C) the Company's tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for themselves as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty; (C) all Taxes resulting from the sale of the Phoenix Business to the extent not accrued for on the Closing Balance Sheet and reflected in the determination of Working Capital, and (D) the termination of the Company's Profit Sharing Plan, including any Taxes, fines, fees or assessments associated therewith. Notwithstanding anything to the contrary contained in this Agreement, Shareholders shall be required to bear their Allocable Portion of any Indemnifiable Costs paid to Global from the Standard Escrow Sum and the Additional Escrow Sum.

Indemnification of Global. Except as provided in Section 8.6, as ------------------------- ----------- as Global's sole and exclusive monetary remedy for any breach by the Seller Sellers hereunder, Seller agrees the Sellers agree to jointly and severally indemnify and hold harmless Global and each officer, director, and affiliate of Global, including without limitation the Company or any successor of the Company (collectively, the "INDEMNIFIED PARTIESIndemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "INDEMNIFIABLE COSTSIndemnifiable Costs"), which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by Seller the Sellers or the Company of or under any of the representations, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith; (B) the assertion and final determination of any claim or liability against the Company or any of the Indemnified Parties by any Person based upon the facts which form the alleged basis for any litigation to the extent it should have been, but was not, reserved for in the Financial Statements in accordance with GAAP; and (C) the Company's tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for themselves as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warrantywarranty and (D) any liability arising under ERISA or other Requirements of Laws with respect to the operation of or in connection with the termination of the Company's 401(k) Plan and the termination or freezing of the Company's Profit Sharing Plan, including any claims Taxes, fines, fees or assessments associated therewith. Notwithstanding the foregoing, all liability of any Seller for breach of any representation, warranty or covenant contained herein with respect to the ownership, sale and/or transfer of such Seller's shares to Global pursuant to the Merger shall be an individual Indemnifiable Cost only from such Seller and no other Seller shall be, in the absence of fraud by such other Seller, jointly and severally liable for such individual Seller's breach of such representations, warranties or covenants with respect to such Seller's shares. Notwithstanding anything to the contrary contained in this Agreement, Shareholders shall be required to bear their Allocable Portion of any Indemnifiable Costs paid to Global from the Escrow Sum.

Indemnification of Global. Except as provided in Section 8.6, ------------------------- ----------- as Global's and Xxxxxx'x sole and exclusive remedy for any breach by the Seller hereunder, Seller agrees to indemnify and hold harmless Global and Xxxxxx and each officer, director, and affiliate of GlobalGlobal and Xxxxxx, including without limitation the Company or any successor of the Company (collectively, the "INDEMNIFIED PARTIES") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "INDEMNIFIABLE COSTS"), which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by Seller or the Company of or under any of the representations, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith; (B) the assertion and final determination of any claim or liability against the Company or any of the Indemnified Parties by any Person based upon the facts which form the alleged basis for any litigation to the extent it should have been, but was not, reserved for in the Financial Statements in accordance with GAAP; and (C) the Company's tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for themselves as the insured party, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.