Common use of Indemnification Provisions for Benefit of PentaStar Clause in Contracts

Indemnification Provisions for Benefit of PentaStar. (a) If any Shareholder breaches (or if any Person other than PentaStar alleges any fact that, if true, would mean any Shareholder has breached) any of the representations or warranties of any Shareholder contained herein and PentaStar gives notice thereof to the Shareholders' Agent within the Survival Period, or if any Shareholder breaches (or if any Person other than PentaStar alleges any fact that, if true, would mean any Shareholder has breached) any covenants of any Shareholder contained herein or any representations, warranties or covenants of any Shareholder contained in any Other Seller Agreement and PentaStar gives notice thereof to the Shareholders' Agent, then the Shareholders agree to severally, but not jointly, indemnify and hold harmless PentaStar from and against any Adverse Consequences PentaStar may suffer resulting from, arising out of, relating to or caused by any of the foregoing regardless of whether the Adverse Consequences are suffered during or after the Survival Period; provided, however, that the Shareholders shall not have any obligation to indemnify PentaStar from and against any Adverse Consequences based upon the breach (or alleged breach) of any representation or warranty of the Shareholders contained in Section 3.1 (other than those contained in Section 3.1(a), 3.1(b), 3.1(c), 3.1(e)(iv), 3.1(f), 3.1(g), 3.1(m), 3.1(p), 3.1(q), 3.1(u) or 3.1(v) until PentaStar has suffered Adverse Consequences by reason of any or all such breaches of such representations and warranties (or alleged breaches) in excess of $25,000 in the aggregate, at which point the Shareholders shall be obligated to indemnify PentaStar from and against the entirety of all Adverse Consequences from the first dollar; provided, further, that the "basket" contained in the foregoing proviso shall not apply to any covenants of any Shareholder nor shall such "basket" have any effect on what constitutes, nor the amount of, the Retained Liabilities; provided, further that the aggregate indemnification obligation of any particular Shareholder for the breach (or alleged breach) of any representation or warranty contained in Section 3.1 shall be limited to an amount equal to 150% of such Shareholder's portion of (i) the Purchase Price (each Shareholder's portion being determined based upon Sections 2.1(k) and (n)), with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debt (each Shareholder's portion being determined based upon Section 2.1(k)); and, provided finally, that the aggregate indemnification obligation of the Shareholders shall be limited to an amount equal to the sum of (i) the Purchase Price, with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debt. In determining whether there has been a breach of any representation or warranty contained in Section 3.1 and in determining for purposes of the preceding sentence the amount of Adverse Consequences suffered by PentaStar, such representations and warranties shall not be qualified (other than by the reference to "knowledge" set forth in the first sentence of Section 3.1(n)(i) or the last sentence of Section 3.1(o)) by "material," "

Indemnification Provisions for Benefit of PentaStar. (a) If any Shareholder breaches (or if any Person other than PentaStar alleges any fact that, if true, would mean any Shareholder has breached) any of the representations or warranties of any Shareholder contained herein and PentaStar gives notice thereof to the Shareholders' Agent within the Survival Period, or if any Shareholder breaches (or if any Person other than PentaStar alleges any fact that, if true, would mean any Shareholder has breached) any covenants of any Shareholder contained herein or any representations, warranties or covenants of any Shareholder contained in any Other Seller Agreement and PentaStar gives notice thereof to the Shareholders' Agent, then the Shareholders agree to severally, but not jointly, jointly and severally indemnify and hold harmless PentaStar and the Acquiror from and against any Adverse Consequences PentaStar or the Acquiror may suffer resulting from, arising out of, relating to or caused by any of the foregoing regardless of whether the Adverse Consequences are suffered during or after the Survival Period; provided, however, that the Shareholders shall not have any obligation to indemnify PentaStar or the Acquiror from and against any Adverse Consequences based upon the breach (or alleged breach) of any representation or warranty of the Shareholders any Shareholder contained in Section 3.1 (other than those contained in Section 3.1(a), 3.1(b), 3.1(c), 3.1(e)(iv), 3.1(f), 3.1(g3.1(g)(i)(A), 3.1(m), 3.1(p3.1(q) and 3.1(u), 3.1(q), 3.1(u) or 3.1(v) until PentaStar has and the Acquiror have collectively suffered Adverse Consequences by reason of any or all such breaches of such representations and warranties (or alleged breaches) in excess of $25,000 10,000 in the aggregate, at which point the Shareholders shall be obligated to jointly and severally indemnify PentaStar and the Acquiror from and against the entirety entirely of all Adverse Consequences from the first dollar; and provided, further, that the "basket" contained in the foregoing proviso shall not apply to any covenants of any Shareholder nor shall such "basket" have any effect on what constitutes, nor the amount of, the Retained Liabilities; provided, further that the aggregate indemnification obligation of any particular Shareholder for the breach (or alleged breach) of any representation or warranty contained in Section 3.1 shall be limited to an amount equal to 150% of such Shareholder's portion of (i) the Purchase Price (each Shareholder's portion being determined based upon Sections 2.1(k) and (n)), with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debt (each Shareholder's portion being determined based upon Section 2.1(k)); and, provided finally, that the aggregate indemnification obligation of the Shareholders for breaches of representations and warranties shall be limited to an the amount equal to the sum of (i) the Purchase Price, with Price (less any amount forfeited in respect of the understanding that each share EBITA Escrow) plus the amount of PentaStar Common Stock shall be valued as set forth the Retained Liabilities described in clause (b) of the proviso set forth in Section 7.1(b), and (ii) the Bank Debtdefinition thereof. In determining whether there has been a breach of any representation or warranty contained in Section 3.1 and in determining for purposes of the preceding sentence the amount of Adverse Consequences suffered by PentaStarPentaStar or the Acquiror, such representations and warranties shall not be qualified (other than by the reference references to "knowledge" set forth in the first sentence of Section 3.1(n)(i) or and the last sentence of Section 3.1(o)) by "material," "

Indemnification Provisions for Benefit of PentaStar. (a) If any the Company or the Shareholder breaches (or if any Person other than PentaStar or the Acquiror alleges any fact facts that, if true, would mean any the Company or the Shareholder has breached) any of the representations or warranties of any the Company or the Shareholder contained herein and PentaStar gives notice thereof to the Shareholders' Shareholder's Agent within the Survival Period, or if any the Company or the Shareholder breaches (or if any Person other than PentaStar or the Acquiror alleges any fact facts that, if true, would mean any the Company or the Shareholder has breached) any covenants of any the Company or the Shareholder contained herein or any representations, warranties or covenants of any the Company or the Shareholder contained in any Other Seller Agreement and PentaStar gives notice thereof to the Shareholders' Shareholder's Agent, or if UST, VNS or View Tech breaches any of their covenants (including, without limitation, covenants regarding indemnification) set forth in the UST/VNS Acquisition Agreement and PentaStar gives notice thereof to the Shareholder's Agent, then the Shareholders Company and the Shareholder agree to severally, but not jointly, jointly and severally indemnify and hold harmless PentaStar and the Acquiror from and against any Adverse Consequences PentaStar or the Acquiror may suffer resulting from, arising out of, relating to or caused by any of the foregoing regardless of whether the Adverse Consequences are suffered during or after the Survival Period; provided, however, that the Shareholders shall not have any obligation to indemnify PentaStar from and against any Adverse Consequences based upon the breach (or alleged breach) of any representation or warranty of the Shareholders contained in Section 3.1 (other than those contained in Section 3.1(a), 3.1(b), 3.1(c), 3.1(e)(iv), 3.1(f), 3.1(g), 3.1(m), 3.1(p), 3.1(q), 3.1(u) or 3.1(v) until PentaStar has suffered Adverse Consequences by reason of any or all such breaches of such representations and warranties (or alleged breaches) in excess of $25,000 in the aggregate, at which point the Shareholders shall be obligated to indemnify PentaStar from and against the entirety of all Adverse Consequences from the first dollar; provided, further, that the "basket" contained in the foregoing proviso shall not apply to any covenants of any Shareholder nor shall such "basket" have any effect on what constitutes, nor the amount of, the Retained Liabilities; provided, further that the aggregate indemnification obligation of any particular Shareholder for the breach (or alleged breach) of any representation or warranty contained in Section 3.1 shall be limited to an amount equal to 150% of such Shareholder's portion of (i) the Purchase Price (each Shareholder's portion being determined based upon Sections 2.1(k) and (n)), with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debt (each Shareholder's portion being determined based upon Section 2.1(k)); and, provided finally, that the aggregate indemnification obligation of the Shareholders shall be limited to an amount equal to the sum of (i) the Purchase Price, with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debt. In determining whether there has been a breach of any representation or warranty contained in Section 3.1 and in determining for purposes of the preceding sentence the amount of Adverse Consequences suffered by PentaStarPentaStar or the Acquiror, such representations and warranties shall not be qualified (other than by the reference to "knowledge" set forth in the first sentence of Section 3.1(n)(i) or the last sentence of Section 3.1(o)) by "material," "

Indemnification Provisions for Benefit of PentaStar. (a) If the Company or any Shareholder breaches (or if any Person other than PentaStar alleges any fact that, if true, would mean any Shareholder has breached) any of the representations or warranties of the Company or any Shareholder contained herein and PentaStar gives notice thereof to the Shareholders' Agent within the Survival Period, or if the Company or any Shareholder breaches (or if any Person other than PentaStar alleges any fact that, if true, would mean any Shareholder has breached) any covenants of the Company or any Shareholder contained herein or any representations, warranties or covenants of the Company or any Shareholder contained in any Other Seller Agreement and PentaStar gives notice thereof to the Shareholders' Agent, then then, subject to Section 7.6, the Shareholders Company and each Shareholder agree to severally, but not jointly, indemnify and hold harmless PentaStar and the Acquiror from and against any Adverse Consequences PentaStar or the Acquiror may suffer resulting from, arising out of, relating to or caused by any of the foregoing regardless of whether the Adverse Consequences are suffered during or after the Survival Period; provided, howeverup to, that the Shareholders shall not have any obligation but in no event to indemnify PentaStar from and against any Adverse Consequences based upon the breach (or alleged breach) of any representation or warranty of the Shareholders contained in Section 3.1 (other than those contained in Section 3.1(a)exceed, 3.1(b), 3.1(c), 3.1(e)(iv), 3.1(f), 3.1(g), 3.1(m), 3.1(p), 3.1(q), 3.1(u) or 3.1(v) until PentaStar has suffered Adverse Consequences by reason of any or all such breaches of such representations and warranties (or alleged breaches) in excess of $25,000 in the aggregate, at which point the Shareholders shall be obligated to indemnify PentaStar from and against the entirety of all Adverse Consequences from the first dollar; provided, further, that the "basket" contained in the foregoing proviso shall not apply to any covenants of any Shareholder nor shall such "basket" have any effect on what constitutes, nor the amount of, the Retained Liabilities; provided, further that the aggregate indemnification obligation of any particular Shareholder for the breach (or alleged breach) of any representation or warranty contained in Section 3.1 shall be limited to an amount equal to 150% of such Shareholder's portion of (i) the Purchase Price (each Shareholder's portion being determined based upon Sections 2.1(k) and (n)), with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debt (each Shareholder's portion being determined based upon Section 2.1(k)); and, provided finally, that the aggregate indemnification obligation of the Shareholders shall be limited to an amount equal to the sum of (i) the Purchase Price, with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debtall Shareholder's Pro Rata Amounts. In determining for all purposes under this Agreement (including this Section 7 and Section 8) whether there has been a breach of any representation or warranty contained in Section 3.1 and in determining for purposes of the preceding sentence the amount of Adverse Consequences suffered by PentaStarPentaStar or the Acquiror, such representations and warranties shall not be qualified (other than by (A) the reference to "knowledge" set forth in the first sentence of Section 3.1(n)(i) or the last sentence of Section 3.1(o) and (B) the references to "material" set forth in Section 3.1(u)) by "material," "materiality," "in all material respects," "best knowledge," "best of knowledge" or "knowledge" or words of similar import, or by any phrase using any such terms or words. Each Majority Shareholder also agrees to indemnify and hold harmless PentaStar and the Acquiror from and against any Adverse Consequences PentaStar or the Acquiror may suffer, up to, but in no event to exceed, 150% of the Shareholder's Pro Rata Amount of such Majority Shareholder, and each Minority Shareholder agrees to indemnify and hold harmless PentaStar and the Acquiror from and against any Adverse Consequences PentaStar or the Acquiror may suffer, but in no event to exceed 100% of the Shareholder's Pro Rata Amount of such Minority Shareholder, which result from, arise out of, relate to or are caused by (i) any Liability of the Company or any Shareholder not included in the Assumed Liabilities or (ii) any condition, circumstance or activity existing prior to the Closing Date which relates to any Legal Requirement or any act or omission of the Company or any Shareholder or any predecessor with respect to, or any event or circumstance related to, the Company's, any Shareholder's or any predecessor's ownership, use or operation of any of the Acquired Assets, the Premises or any other assets or properties or the conduct of its or their business, regardless, in the case of (i) or (ii), of (A) whether or not such Liability, act, omission, event, circumstance or matter was known or disclosed to PentaStar, was disclosed on any Exhibit hereto or is a matter with respect to which the Company or any Shareholder did or did not have knowledge, (B) when such Liability, act, omission, event, circumstance or matter occurred, existed, occurs or exists and (C) whether a claim with respect thereto was asserted before or is asserted after the Closing Date and (iii) any Liability resulting from any failure of the parties to comply with any applicable bulk sales or transfer Legal Requirement in connection with the transactions contemplated by this Agreement. If any dispute arises concerning whether any indemnification is owing which cannot be resolved by negotiation among the parties within 30 days of notice of claim for indemnification from the party claiming indemnification to the party against whom such claim is asserted, the dispute will be resolved by arbitration pursuant to this Agreement. Notwithstanding the foregoing, the Liability of the Shareholders to indemnify PentaStar and the Acquiror in the aggregate under this Section 7.1 shall not exceed the sum of all Shareholder's Pro Rata Amounts. The date of any notice of any claim for indemnification given by PentaStar to the Shareholders' Agent shall be referred to as a "Notice Date."

Indemnification Provisions for Benefit of PentaStar. (a) a If any Shareholder breaches (or if any Person other than PentaStar alleges any fact facts that, if true, would mean any Shareholder has breached) any of the representations or warranties of any Shareholder contained herein and PentaStar gives notice thereof to the Shareholders' Agent within the Survival Period, or if any Shareholder breaches (or if any Person other than PentaStar alleges any fact facts that, if true, would mean any Shareholder has breached) any covenants of any Shareholder contained herein or any representations, warranties or covenants of any Shareholder contained in any Other Seller Agreement and PentaStar gives notice thereof to the Shareholders' Agent, then the Shareholders agree to severally, but jointly and severally (except that each Shareholder's Liability with respect to Section 3.2 only shall be several and not jointly, joint) indemnify and hold harmless PentaStar from and against any Adverse Consequences PentaStar may suffer resulting from, arising out of, relating to or caused by any of the foregoing regardless of whether the Adverse Consequences are suffered during or after the Survival Period; provided, however, that the Shareholders shall not have any obligation to indemnify PentaStar from and against any Adverse Consequences based upon the breach (or alleged breach) of any representation or warranty of the Shareholders contained in Section 3.1 (other than those contained in Section 3.1(a), 3.1(b), 3.1(c), 3.1(e)(iv), 3.1(f), 3.1(g), 3.1(m), 3.1(p), 3.1(q), 3.1(u) or 3.1(v) until PentaStar has suffered Adverse Consequences by reason of any or all such breaches of such representations and warranties (or alleged breaches) in excess of $25,000 in the aggregate, at which point the Shareholders shall be obligated to indemnify PentaStar from and against the entirety of all Adverse Consequences from the first dollar; provided, further, that the "basket" contained in the foregoing proviso shall not apply to any covenants of any Shareholder nor shall such "basket" have any effect on what constitutes, nor the amount of, the Retained Liabilities; provided, further that the aggregate indemnification obligation of any particular Shareholder for the breach (or alleged breach) of any representation or warranty contained in Section 3.1 shall be limited to an amount equal to 150% of such Shareholder's portion of (i) the Purchase Price (each Shareholder's portion being determined based upon Sections 2.1(k) and (n)), with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debt (each Shareholder's portion being determined based upon Section 2.1(k)); and, provided finally, that the aggregate indemnification obligation of the Shareholders shall be limited to an amount equal to the sum of (i) the Purchase Price, with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debt. In determining whether there has been a breach of any representation or warranty contained in Section 3.1 or 3.2 and in determining for purposes of the preceding sentence the amount of Adverse Consequences suffered by PentaStar, such representations and warranties shall not be qualified (other than by the reference to "knowledge" set forth in the first sentence of Section 3.1(n)(i) or the last sentence of Section 3.1(o)) by "material," "

Indemnification Provisions for Benefit of PentaStar. (a) (i) If any Shareholder breaches (or if any Person other than PentaStar or the Acquiror alleges any fact that, if true, would mean any Shareholder has breached) any of the representations or warranties of any Shareholder contained herein and PentaStar gives notice thereof to the Shareholders' Agent within the Survival Period, or if any Shareholder breaches (or if any Person other than PentaStar or the Acquiror alleges any fact that, if true, would mean any Shareholder has breached) any covenants of any Shareholder contained herein or any representations, warranties or covenants of any Shareholder contained in any Other Seller Agreement and PentaStar gives notice thereof to the Shareholders' Agent, then the Shareholders agree to severally, but not jointly, jointly and severally indemnify and hold harmless PentaStar and the Acquiror from and against any Adverse Consequences PentaStar or the Acquiror may suffer resulting from, arising out of, relating to or caused by any of the foregoing regardless of whether the Adverse Consequences are suffered during or after the Survival Period; provided, however, that the Shareholders shall not have any obligation to indemnify PentaStar from and against any Adverse Consequences based upon the breach (or alleged breach) of any representation or warranty of the Shareholders contained in Section 3.1 (other than those contained in Section 3.1(a), 3.1(b), 3.1(c), 3.1(e)(iv), 3.1(f), 3.1(g), 3.1(m), 3.1(p), 3.1(q), 3.1(u) or 3.1(v) until PentaStar has suffered Adverse Consequences by reason of any or all such breaches of such representations and warranties (or alleged breaches) in excess of $25,000 in the aggregate, at which point the Shareholders shall be obligated to indemnify PentaStar from and against the entirety of all Adverse Consequences from the first dollar; provided, further, that the "basket" contained in the foregoing proviso shall not apply to any covenants of any Shareholder nor shall such "basket" have any effect on what constitutes, nor the amount of, the Retained Liabilities; provided, further that the aggregate indemnification obligation of any particular Shareholder for the breach (or alleged breach) of any representation or warranty contained in Section 3.1 shall be limited to an amount equal to 150% of such Shareholder's portion of (i) the Purchase Price (each Shareholder's portion being determined based upon Sections 2.1(k) and (n)), with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debt (each Shareholder's portion being determined based upon Section 2.1(k)); and, provided finally, that the aggregate indemnification obligation of the Shareholders for breaches of representations and warranties shall be limited to an the amount equal to the sum of (i) the Purchase Price, with Price (less any amount forfeited in respect of the understanding that each share EBITA Escrow) plus the amount of PentaStar Common Stock shall be valued as set forth the Retained Liabilities described in clause (b) of the proviso set forth in Section 7.1(b), and (ii) the Bank Debtdefinition thereof. In determining whether there has been a breach of any representation or warranty contained in Section 3.1 and in determining for purposes of the preceding sentence the amount of Adverse Consequences suffered by PentaStarPentaStar or the Acquiror, such representations and warranties shall not be qualified (other than by the reference to "knowledge" set forth in the first sentence of Section 3.1(n)(i) or the last sentence of Section 3.1(o)) by "material," "

Indemnification Provisions for Benefit of PentaStar. (a) If any Shareholder the Company breaches (or if any Person other than PentaStar or the Acquiror alleges any fact facts that, if true, would mean any Shareholder the Company has breached) any of the representations or warranties of any Shareholder the Company contained herein and PentaStar gives notice thereof to the Shareholders' Agent Company within the Survival Period, or if the Company or any Shareholder Person other than PentaStar or the Acquiror breaches (or if any Person other than PentaStar or the Acquiror alleges any fact facts that, if true, would mean the Company or any Shareholder Person other than PentaStar or the Acquiror has breached) any covenants of the Company or any Shareholder Person other than PentaStar or the Acquiror contained herein or any representations, warranties or covenants of any Shareholder the Company contained in any Other Seller Agreement and PentaStar gives notice thereof to the Shareholders' AgentCompany, then the Shareholders agree Company agrees to severally, but not jointly, indemnify and hold harmless PentaStar and the Acquiror from and against any Adverse Consequences PentaStar or the Acquiror may suffer resulting from, arising out of, relating to or caused by any of the foregoing regardless of whether the Adverse Consequences are suffered during or after the Survival Period; , provided, however, that the Shareholders Company shall not have any obligation to indemnify PentaStar or the Acquiror from and against any Adverse Consequences based upon the breach (or alleged breach) of any representation or warranty of the Shareholders Company contained in Section 3.1 (other than those contained in Section 3.1(a), 3.1(b), 3.1(c), 3.1(e)(iv), 3.1(f), 3.1(g), 3.1(m), 3.1(p)3.1(s) , 3.1(q), 3.1(u) or 3.1(v3.1(u)) until PentaStar has and the Acquiror have, collectively, suffered Adverse Consequences by reason of any or all such breaches of such representations and warranties (or alleged breaches) in excess of $25,000 50,000 in the aggregate, aggregate (at which point the Shareholders shall Company will be obligated to indemnify Acquiror and PentaStar from and against the entirety of all Adverse Consequences from the first dollar; provided, further, that the "basket" contained in the foregoing proviso shall not apply to any covenants of any Shareholder nor shall such "basket" have any effect on what constitutes, nor the amount of, the Retained Liabilities; provided, further that the aggregate indemnification obligation of any particular Shareholder for the breach (or alleged breach) of any representation or warranty contained in Section 3.1 shall be limited to an amount equal to 150% of such Shareholder's portion of (i) the Purchase Price (each Shareholder's portion being determined based upon Sections 2.1(k) and (n)), with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debt (each Shareholder's portion being determined based upon Section 2.1(k)); and, provided finally, that the aggregate indemnification obligation of the Shareholders shall be limited to an amount equal to the sum of (i) the Purchase Price, with the understanding that each share of PentaStar Common Stock shall be valued as set forth in the proviso set forth in Section 7.1(b), and (ii) the Bank Debt. In determining whether there has been a breach of any representation or warranty contained in Section 3.1 and in determining for purposes of the preceding sentence the amount of Adverse Consequences suffered by PentaStar, such representations and warranties shall not be qualified (other than by the reference to "knowledge" set forth in the first sentence of Section 3.1(n)(i) PentaStar or the last sentence of Section 3.1(o)) by "material," "Acquiror, such