Common use of Indemnification Provisions for Benefit of the Company Clause in Contracts

Indemnification Provisions for Benefit of the Company. The Shareholders shall indemnify, defend and hold harmless the Company and Maynxxx xxxm and against the entirety of any and all Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action (collectively, "Losses") that by the Company, Maynxxx, xx any of their Affiliates, or any of their respective stockholders, directors, officers, employees and agents (collectively, the "Company Indemnified Parties"), have or reasonably shall have incurred resulting from or arising out of (a) the inaccuracy or breach of any representation or warranty made by the Shareholders, herein or in or any schedule or certificate delivered in connection herewith, or (b) nonfulfillment of any agreement or covenant of the Shareholders contained herein, or (c) any Taxes imposed on or accrued by Maynxxx xxx taxable periods (or portions thereof) on or prior to -45- 46 the Closing Date. The liability of the Shareholders hereunder shall be joint and several. Subject to Section 11.4, the liability of Shareholders pursuant to this Section 11.2 shall be limited, in the aggregate, to 25% of the Net Consideration. Subject to Section 11.4, the Shareholders will be obligated to indemnify, defend and hold harmless the Company Indemnified Parties from and against Losses only if the aggregate amount of such Losses exceeds $100,000, in which cases the Shareholders shall be obligated to indemnify, defend and hold harmless the Company Indemnified Parties from and against 100% of such Losses.

Indemnification Provisions for Benefit of the Company. The Shareholders shall indemnify, defend and hold harmless the Company and Maynxxx xxxm Xxxxx from and against the entirety of any and all Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, expenses, fees, costs, amounts paid in settlement (settlement, including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action (collectively, "Losses") that by the Company, MaynxxxXxxxx, xx or any of their Affiliates, or any of their respective stockholders, directors, officers, employees and agents (collectively, the "Company Indemnified Parties"), have or reasonably shall have incurred resulting from or arising out of (a) the inaccuracy or breach of any representation or warranty made by the Shareholders, herein or in or any schedule or certificate delivered in connection herewith, or (b) nonfulfillment of any agreement or covenant of the Shareholders contained herein, or (c) any Taxes (excluding the Tax described in Section 6.3(f)(i)) imposed on or accrued by Maynxxx xxx Xxxxx for taxable periods (or portions thereof) prior to the Closing Date or on or prior to -45- 46 the Closing DateDate if the Election shall have been made by the Company, including all such Taxes as may be imposed after the Closing for periods prior to the Closing. The liability of the Shareholders hereunder shall be joint and several. Subject to Section 11.4, the liability of Shareholders pursuant to this Section 11.2 shall be limited, in the aggregate, to 25% of the Net Consideration. Subject to Section 11.4, the Shareholders will be obligated to indemnify, defend and hold harmless the Company Indemnified Parties from and against (I) all Losses only inclusive of any Environmental Liabilities and Costs if the aggregate amount of such Losses arising from Environmental Liabilities and Costs exceeds $250,000, notwithstanding any disclosure in the Disclosure Schedules, or (II) all Losses excluding any Environmental Liabilities and Costs if the amount of Losses other than Environmental Liabilities and Costs exceeds $100,000, in which cases the Shareholders shall be obligated to indemnify, defend and hold harmless the Company Indemnified Parties from and against 100% of such LossesLosses (in the former case inclusive of Environmental Liabilities and Costs and including the initial $250,000, and in the latter case the indemnity being exclusive of Environmental Liabilities and Costs, but including, without limitation, the initial $100,000 of all Losses aside from Environmental Liabilities and Costs).

Indemnification Provisions for Benefit of the Company. The (a) Notwithstanding any investigation at any time made by or on behalf of the Company or any knowledge or information the Company may have or be deemed to have, in the event the Shareholders breach (or in the event a third party alleges facts that, if true, would mean the Shareholders have breached) any of their representations, warranties or covenants contained in this Agreement or any certificate delivered by the Shareholders pursuant to this Agreement, and provided that the Company makes a written claim for indemnification against the Shareholders Representative prior to the expiration of any applicable survival period, then the Shareholders shall indemnify, defend and hold harmless the Company and Maynxxx xxxm Delco from and against the entirety of any and all Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action (collectively, "Losses") that suffered or incurred by the Company, MaynxxxDelco, xx or any of their Affiliates, or any of their respective stockholders, directors, officers, employees and agents (collectively, the "Company Indemnified Parties"), have or reasonably shall have incurred resulting from or arising out of (ai) the inaccuracy or breach of any representation or warranty made by the Shareholders, herein or resulting from any misrepresentation or breach of warranty, or from any misrepresentation in or omission from any schedule schedule, document, certificate or certificate delivered in connection herewith, or other instrument required to be furnished by Shareholders hereunder; (bii) nonfulfillment of any agreement or covenant of the Shareholders contained hereinherein or in any agreement or instrument required to be entered into in connection herewith; (iii) notwithstanding anything to the contrary in this Agreement or in any other document, including the ESOP and any amendments thereto, any claim brought against the Company, Delco, or Affiliates of either Delco or the Company, or any fiduciary of Delco for which the fiduciary seeks indemnification from Delco under the ESOP or any other Employee Benefit Plan, for actions or failures to act with respect to the ESOP or Employee Benefit Plan prior to the Closing Date, alleging either (A) that the consideration payable to the ESOP (or any Participant or Beneficiary) is unfair or inadequate or that the ESOP (or such Participant or Beneficiary) was damaged or suffered any Losses in connection with this Agreement or any transaction contemplated hereby, or (cB) that the ESOP, any Employee Benefit Plan of Delco or any Participant or Beneficiary of the ESOP or any Employee Benefit Plan of Delco was damaged or suffered any Losses in connection with the administration or operation of the ESOP or any Employee Benefit Plan of Delco arising out of actions or failures to act occurring prior to the Closing Date; and (iv) any Taxes imposed on or accrued by Maynxxx xxx Delco for taxable periods (or portions thereof) on or prior to -45- 46 the Closing Date. The liability of the Shareholders hereunder shall be joint and several. Subject to Section 11.4, the liability of Shareholders pursuant to this Section 11.2 shall be limited, in the aggregate, to 25% of the Net Consideration. Subject to Section 11.4, the Shareholders will be obligated to indemnify, defend and hold harmless the Company Indemnified Parties from and against Losses only if the aggregate amount of such Losses exceeds $100,000, in which cases the Shareholders shall be obligated to indemnify, defend and hold harmless the Company Indemnified Parties from and against 100% of such Losses.

Indemnification Provisions for Benefit of the Company. The Notwithstanding any investigation at any time made by or on behalf of the Company or any knowledge or information the Company may have or be deemed to have, in the event the Shareholders breach (or in the event a third party alleges facts that, if true, would mean the Shareholders have breached) any of their representations, warranties or covenants or agreements contained in this Agreement or any certificate delivered by the Shareholders pursuant to this Agreement, and provided that the Company makes a written claim for indemnification against the Shareholders prior to the expiration of any applicable survival period, then the Shareholders shall indemnify, defend and hold harmless the Company and Maynxxx xxxm TLW from and against the entirety of any and all Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action (collectively, "Losses") that suffered or incurred by the Company, MaynxxxTLW, xx or any of their Affiliates, or any of their respective stockholders, directors, officers, employees and agents (collectively, the "Company Indemnified Parties"), have or reasonably shall have incurred resulting from or arising out of either (a) the inaccuracy or breach of any representation or warranty made by the Shareholders, herein or resulting from any misrepresentation or breach of warranty, or from any misrepresentation in or omission from any schedule schedule, document, certificate or certificate delivered in connection herewithother instrument required to be furnished by Shareholders hereunder, or (b) nonfulfillment of any agreement or covenant of the Shareholders contained hereinherein or in any agreement or instrument required to be entered into in connection herewith, or (c) any and Taxes imposed on or accrued by Maynxxx xxx taxable TLW for tax periods (or portions thereof) on or prior to -45- 46 the Closing Effective Date. The liability of the Shareholders hereunder shall be joint and several. Subject to Section 11.4, the liability of Shareholders pursuant to this Section 11.2 shall be limited, in the aggregate, to 25% of the Net Initial Consideration. Subject to Section 11.4, the Shareholders will be obligated to indemnify, defend and hold harmless the Company Indemnified Parties from and against Losses only if the aggregate amount of such Losses exceeds $100,000, 50,000 (in which cases the case Shareholders shall be obligated to indemnify, defend and hold harmless the Company Indemnified Parties from and against 100% of such Losses, including, without limitation, the initial $50,000).