Common use of Indemnification of the Shareholders Clause in Contracts

Indemnification of the Shareholders. Holdings, Sub and the Acquired Entities jointly and severally, agree to hold harmless, defend and indemnify each Shareholder (each, a “Shareholder Indemnitee”) from and against any and all damage, loss, liability and expense, net of any realizable Tax benefit (including without limitation (A) reasonable expenses of investigation and reasonable attorneys’ fees and reasonable expenses in connection with any action, suit or proceeding, (B) any fees and expenses in connection with the retention of counsel to pursue insurance coverage, (C) any amounts paid to defend, litigate, settle, satisfy a judgment, or otherwise resolve disputes with the insurance carrier, if any, or the claimant, and (D) all amounts not covered by insurance incurred or suffered by any the Shareholders) arising out of (i) any inaccuracy or breach of the representations, warranties, covenants or agreements of Holdings or Sub set forth in this Agreement or (ii) any failure by Holdings or Sub to perform or comply with any covenant contained in this Agreement that is required to be performed or complied with by Holdings or Sub as set forth in this Agreement (collectively, the “Shareholder Indemnifiable Damages”). Notwithstanding the foregoing, neither Holdings, Sub nor any of the Acquired Entities shall be obligated to indemnify any Shareholder Indemnitee for Shareholder Indemnifiable Damages (x) prior to the Shareholders, in the aggregate, satisfying the Indemnification Threshold or (y) in an amount that exceeds in the aggregate the Indemnification Cap; provided, however, that neither the Indemnification Threshold nor the Indemnification Cap shall apply to any Shareholder Indemnifiable Damages resulting from or attributable to any breach of the covenants made by Holdings and its Affiliates under Section 8.8(c) of this Agreement, if such breach arises as a result of the intentional misconduct or gross negligence of Holdings and/or its Affiliates. No Shareholder Indemnitee may obtain indemnification for any Shareholder Indemnifiable Damages to which this Section 10.3 relates unless such Shareholder Indemnitee makes a claim for indemnification within the Indemnification Period defined in Section 11.1.

Indemnification of the Shareholders. Holdings, Sub and the Acquired Entities jointly and severally, agree (a) PETsMART agrees to hold harmlessindemnify, defend and indemnify each Shareholder hold harmless the Shareholders (each, a “Shareholder Indemnitee”and their respective successors and assigns) from and against and in respect of, any and all damageclaims, lossdemands, liability losses, costs, expenses, obligations, liabilities, damages, remedies and expensepenalties, net of any realizable Tax benefit (including without limitation (A) reasonable expenses of investigation interest, penalties and reasonable attorneys’ ' fees and reasonable expenses (collectively, "Shareholders Losses") that any of the Shareholders shall incur or suffer and which arise from or are attributable to by reason of or in connection with (i) any actionbreach or inaccuracy of PETsMART's representations or warranties contained in this Agreement, or (ii) the breach or nonfulfillment by PETsMART of any covenant or agreement contained in this Agreement. (b) No claims, demand, suit or proceedingcause of action shall be brought under Section 6.3(a)(i) unless and until the aggregate amount of claims under ----------------- Section 6.3(a)(i) exceeds $50,000, (Bin which event the Shareholders shall be ----------------- entitled to indemnification from PETsMART for all claims under Section 6.3(a)(i) any fees and expenses ----------------- in excess of such $50,000. PETsMART shall have no obligations under this Section 6.3 for an amount in excess of the amount ----------- received or to be received by the Principals in connection with the retention Merger. The indemnity obligations set forth in this Section 6.3 shall be the exclusive ----------- remedy (other than for injunctive or equitable relief) of counsel the Shareholders with respect to pursue insurance coveragea breach or inaccuracy of the representations and warranties or covenants of PETsMART, (C) any amounts paid other than with respect to defend, litigate, settle, satisfy a judgment, or otherwise resolve disputes with the insurance carrier, if any, or the claimant, and (D) all amounts not covered by insurance incurred or suffered by any the Shareholders) liability arising out of of, involving or relating to intentional fraud or willful misrepresentation or willful breach. (ic) any inaccuracy or breach of the representations, warranties, covenants or agreements of Holdings or Sub No disclosure by PETsMART other than as set forth in this Agreement or (ii) the schedules hereto nor any failure investigation made by Holdings or Sub on behalf of the Principals with respect to perform or comply with any covenant PETsMART shall be deemed to affect the Principals' reliance on the representations and warranties made by PETsMART contained in this Agreement that is required and shall not constitute a waiver of the Principals' rights to be performed indemnity as herein provided for the breach or complied with by Holdings or Sub as set forth in this Agreement (collectively, the “Shareholder Indemnifiable Damages”). Notwithstanding the foregoing, neither Holdings, Sub nor inaccuracy of any of the Acquired Entities shall be obligated to indemnify any Shareholder Indemnitee for Shareholder Indemnifiable Damages (x) prior to the Shareholders, in the aggregate, satisfying the Indemnification Threshold PETsMART's representations or (y) in an amount that exceeds in the aggregate the Indemnification Cap; provided, however, that neither the Indemnification Threshold nor the Indemnification Cap shall apply to any Shareholder Indemnifiable Damages resulting from or attributable to any breach of the covenants made by Holdings and its Affiliates warranties under Section 8.8(c) of this Agreement, if such breach arises as a result of the intentional misconduct or gross negligence of Holdings and/or its Affiliates. No Shareholder Indemnitee may obtain indemnification for any Shareholder Indemnifiable Damages to which this Section 10.3 relates unless such Shareholder Indemnitee makes a claim for indemnification within the Indemnification Period defined in Section 11.1.

Indemnification of the Shareholders. HoldingsTo the extent permitted by law, Sub R&M Parent will indemnify and the Acquired Entities jointly and severally, agree to hold harmless, defend and indemnify harmless each Shareholder that holds such Registrable Securities, any directors or officers of such Shareholder or any person who controls such Shareholder within the meaning of the Securities Act or the Exchange Act (each, a “"Shareholder Indemnitee”Indemnified Person") from and against any losses, claims, damages, expenses or liabilities (joint or several) (collectively, and all damagetogether with actions, lossproceedings or inquiries by any regulatory or self-regulatory organization, (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, liability and expensein light of the circumstances under which they were made, net not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in the prospectus related to the Registration Statement (as it may be amended or supplemented) or the omission or alleged omission to state therein any realizable Tax benefit material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (c) any violation or alleged violation by R&M Parent of the Securities Act, the Exchange Act or any other law related to the Registration Statement, including without limitation any state securities law or any rule or regulation thereunder (Athe matters in the foregoing clauses (a) through (c) being, collectively, "Violations"). R&M Parent will reimburse the Shareholders and each such controlling person and other Shareholder Indemnified Person, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses of investigation and reasonable attorneys’ fees and reasonable expenses incurred by them in connection with investigating or defending any actionClaim. Notwithstanding anything to the contrary contained herein, suit the indemnification agreement contained in this Section 6.1: (i) does not apply to Claims arising out of or proceeding, (B) any fees based upon a Violation that occurs in reliance upon and expenses in conformity with information furnished in writing to R&M Parent by a Shareholder Indemnified Person expressly for use in connection with the retention preparation of counsel to pursue insurance coverage, (C) the Registration Statement or any amounts paid to defend, litigate, settle, satisfy a judgment, such amendment thereof or otherwise resolve disputes with the insurance carriersupplement thereto, if any, or the claimant, and such prospectus was timely made available by R&M Parent pursuant to Section 3.3 hereof; (Dii) all amounts does not covered by insurance incurred or suffered by any the Shareholders) apply to a Claim arising out of (i) any inaccuracy or breach of the representations, warranties, covenants or agreements of Holdings or Sub set forth in this Agreement or (ii) based on any failure by Holdings or Sub any Shareholder Indemnified Person to perform or comply with prospectus delivery requirements (or the Securities Act, the Exchange Act or any other law or legal requirement applicable to them) or any covenant or agreement contained in the Purchase Agreement or this Agreement that Agreement; and (iii) does not apply to amounts paid in settlement of any Claim if such settlement is required to made without the prior written consent of R&M Parent, which consent will not be performed unreasonably withheld. This indemnity obligation will remain in full force and effect regardless of any investigation made by or complied with by Holdings or Sub as set forth in this Agreement (collectively, the “Shareholder Indemnifiable Damages”). Notwithstanding the foregoing, neither Holdings, Sub nor any on behalf of the Acquired Entities shall be obligated to indemnify any Shareholder Indemnitee for Shareholder Indemnifiable Damages (x) prior to Indemnified Persons and will survive the Shareholders, in the aggregate, satisfying the Indemnification Threshold or (y) in an amount that exceeds in the aggregate the Indemnification Cap; provided, however, that neither the Indemnification Threshold nor the Indemnification Cap shall apply to any Shareholder Indemnifiable Damages resulting from or attributable to any breach transfer of the covenants made Registrable Securities by Holdings and its Affiliates the Shareholders under Section 8.8(c) Article VIII of this Agreement, if such breach arises as a result of the intentional misconduct or gross negligence of Holdings and/or its Affiliates. No Shareholder Indemnitee may obtain indemnification for any Shareholder Indemnifiable Damages to which this Section 10.3 relates unless such Shareholder Indemnitee makes a claim for indemnification within the Indemnification Period defined in Section 11.1.

Indemnification of the Shareholders. HoldingsSubject to the provisions of Sections 10 and 16, Sub SFX and the Acquired Entities Acquisition Sub, jointly and severally, agree to hold harmlessshall indemnify, save harmless and defend the Shareholders and indemnify each Shareholder (eachtheir respective shareholders, a “Shareholder Indemnitee”) Subsidiaries, parents, Affiliates, officers and directors from and against any and all damageLosses incurred by any of them by reason of, loss, liability and expense, net or arising out of: (i) any claims of any realizable Tax benefit broker or finder engaged by SFX or Acquisition Sub; (ii) any breach of any representation or warranty by SFX or Acquisition Sub contained in this Agreement (including without limitation the schedules hereto); (A) reasonable expenses of investigation and reasonable attorneys’ fees and reasonable expenses in connection with any action, suit or proceeding, (Biii) any fees breach by SFX or Acquisition Sub of any covenant of this Agreement (or any other agreements entered into pursuant hereto); and (iv) any claim asserted against the Shareholders under the Non- Imputation Affidavit (collectively, the "Non-Imputation Losses") (a) up to an amount equal to 28 the Basket Amount (as hereinafter defined) (which amount shall be reduced by the aggregate amount of any Deductible Losses suffered by SFX or Acquisition Sub for which they have been indemnified by the Shareholders under Section 13(ii) or 13(iii) of all of the Agreements) and expenses SFX shall reimburse the Shareholders on demand for any such Non-Imputation Losses covered by this Section 14(iv)(a), provided, however, if Deductible Losses under all of the Agreements in connection with the retention of counsel to pursue insurance coverageaggregate exceed the Basket Amount, (C) the Shareholders shall promptly reimburse SFX for any amounts paid to defend, litigate, settle, satisfy a judgment, or otherwise resolve disputes with the insurance carrier, if any, or the claimantShareholders by SFX under this Section 14(iv)(a), and (Db) which exceed the sum of $6,500,000 (which amount shall be reduced by the amount of all amounts not covered by insurance incurred or Deductible Losses suffered by any SFX or Acquisition Sub for which they have been indemnified by the ShareholdersShareholders under Section 13(ii) arising out or 13(iii) of (i) any inaccuracy or breach all of the representations, warranties, covenants or agreements Agreements) and the amount of Holdings or Sub set forth in this Agreement or (ii) any failure by Holdings or Sub to perform or comply with any covenant contained in this Agreement that is required to be performed or complied with by Holdings or Sub as set forth in this Agreement (collectively, the “Shareholder Indemnifiable Damages”). Notwithstanding the foregoing, neither Holdings, Sub nor any of the Acquired Entities such Non- Imputation Losses shall be obligated to indemnify any Shareholder Indemnitee for Shareholder Indemnifiable Damages (x) prior paid by SFX to the Shareholders, in the aggregate, satisfying the Indemnification Threshold or (y) in an amount that exceeds in the aggregate the Indemnification Cap; provided, however, that neither the Indemnification Threshold nor the Indemnification Cap shall apply to any Shareholder Indemnifiable Damages resulting from or attributable to any breach of the covenants made by Holdings and its Affiliates under Section 8.8(c) of this Agreement, if such breach arises as a result of the intentional misconduct or gross negligence of Holdings and/or its Affiliates. No Shareholder Indemnitee may obtain indemnification for any Shareholder Indemnifiable Damages to which this Section 10.3 relates unless such Shareholder Indemnitee makes a claim for indemnification within the Indemnification Period defined in Section 11.1Shareholders upon demand.

Indemnification of the Shareholders. Holdings, Sub and the Acquired Entities jointly and severally, agree Xxxxxxxxxx.xxx agrees to hold harmlessindemnify, defend and indemnify each Shareholder (each, a “Shareholder Indemnitee”) hold the Shareholders harmless from and against any and all losses, damages, costs and expenses, including attorneys' fees (any such loss, damage, losscost or expense herein called a "Loss"), liability and expense, net of which they may at any realizable Tax benefit (including without limitation (A) reasonable expenses of investigation and reasonable attorneys’ fees and reasonable expenses in connection with any action, suit time sustain or proceeding, (B) any fees and expenses in connection with the retention of counsel to pursue insurance coverage, (C) any amounts paid to defend, litigate, settle, satisfy a judgment, or otherwise resolve disputes with the insurance carrier, if any, or the claimant, and (D) all amounts not covered incur by insurance incurred or suffered by any the Shareholders) arising out reason of (i) any inaccuracy claim or breach claims whether or not presently known to the Xxxxxxxxxx.xxx Group, which arise in connection with the operation of the representationsbusiness of Xxxxxxxxxx.xxx, warrantieswhere the event which gives rise to such claim occurred prior to the date of this Agreement, covenants or agreements of Holdings or Sub set forth in this Agreement or (ii) any claim or claims arising out of the failure of Xxxxxxxxxx.xxx to discharge any of its obligations pursuant to this Agreement. In any action in respect of which indemnity may be sought hereunder by Holdings a party hereto shall be brought against such party, the other party shall be entitled to participate in the defense thereof at its own expense and to settle any such action on such terms as it shall see fit so long as the party entitled to indemnification hereunder shall be released from any liability by reason of such settlement. In such event, the party required to provide indemnification shall receive full cooperation and access to all relevant and nonprivileged records. The indemnification provisions of this Section shall not be deemed exclusive and shall not prejudice any other rights or Sub to perform remedies, at law or comply with in equity, of any covenant contained in party under this Agreement that is required with respect to be performed any matter relating to the terms, provisions, covenants or complied with by Holdings or Sub as set forth in conditions of this Agreement or any transaction contemplated hereby. The obligation of Xxxxxxxxxx.xxx under this section or any other provision of this Agreement under any covenant, warranty, representation or indemnity (collectivelythe "Indemnity Obligations") are limited to the following extent: (a) With the exception of the following item (b), the “Shareholder Indemnifiable Damages”). Notwithstanding the foregoing, neither Holdings, Sub nor any Indemnity Obligations shall terminate and expire two (2) years after Closing; (b) All obligations arising from Xxxxxxxxxx.xxx's representations and warranties hereunder in addition to its commitments to cause Display Arts to pay all of the Acquired Entities Display Arts debts and obligations for which the Shareholders and directors of Display Arts are personally liable and the hold such persons harmless with respect thereto shall be obligated to indemnify any Shareholder Indemnitee for Shareholder Indemnifiable Damages (x) prior to continue until the Shareholders, in expiration of the aggregate, satisfying the Indemnification Threshold or (y) in an amount that exceeds in the aggregate the Indemnification Cap; provided, however, that neither the Indemnification Threshold nor the Indemnification Cap shall apply statute of limitations applicable to any Shareholder Indemnifiable Damages resulting from underlying liability or attributable to any breach claim by a third party against the Shareholders and directors of the covenants made by Holdings Display Arts; and its Affiliates under Section 8.8(c) of this Agreement, if such breach arises as a result of the intentional misconduct or gross negligence of Holdings and/or its Affiliates. No Shareholder Indemnitee may obtain indemnification for any Shareholder Indemnifiable Damages to which this Section 10.3 relates unless such Shareholder Indemnitee makes a claim for indemnification within the Indemnification Period defined in Section 11.1.(c)