Indemnification Provisions for Benefit of the Shareholders. If PentaStar breaches (or if any Person other than a Shareholder alleges facts that, if true, would mean PentaStar has breached) any of its representations or warranties contained herein and the Shareholders' Agent gives notice of a claim for indemnification against PentaStar within the Survival Period, or if PentaStar or the Acquiror breaches (or if any Person other than a Shareholder alleges facts that, if true, would mean PentaStar or the Acquiror has breached) any of its respective covenants contained herein or any of its respective representations, warranties or covenants contained in any Other PentaStar Agreement and the Shareholders' Agent gives notice thereof to PentaStar, then PentaStar or the Acquiror, as the case may be, agrees to indemnify and hold harmless the Shareholders from and against any Adverse Consequences the Shareholders may suffer which result from, arise out of, relate to, or are caused by the breach or alleged breach by such Person, regardless of whether the Adverse Consequences are suffered during or after the Survival Period. In determining whether there has been a breach of any representation or warranty contained in Section 3.2 and in determining the amount of Adverse Consequences suffered by the Shareholders for purposes of this Section 7.2, such representations and warranties shall not be qualified 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. 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 shall be resolved by arbitration pursuant to this Agreement. If a Shareholder is sued in an action relating in whole or in part to a claim against which he or she is or may be entitled to indemnification hereunder, he or she may, at its option, join PentaStar or the Acquiror, as the case may be, in that action and have his right to indemnification adjudicated by the court.
Indemnification Provisions for Benefit of the Shareholders. In the event the Merger Sub or Exsorbet breaches any of its representations, warranties, and covenants contained herein, then the Merger Sub and Exsorbet agree to indemnify the Shareholders from and against the entirety of any damages the Shareholders, or any of them, may suffer as a result of such breach.
Indemnification Provisions for Benefit of the Shareholders. In the event eCom breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Paragraph 9.1 above, provided that any of the Shareholders makes a written claim for indemnification against eCom pursuant to Paragraph 12.12 below within such survival period, then eCom agrees to indemnify each of the Shareholders from and against the entirety of any Adverse Consequences the Shareholder may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Shareholder may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). eCom's obligation to indemnify the Shareholders as provided by this paragraph 9.3 is expressly conditioned upon delivery by Shareholders to eCom of a written claim for indemnification for each claim for which indemnification is being sought within a reasonable time after Shareholders become aware of the cause for any such claim for indemnification.
Indemnification Provisions for Benefit of the Shareholders. In the event ACG breaches any of its representations, warranties, and covenants contained herein, and provided that the particular representation, warranty, or covenant survives the Closing and that the Shareholders make a written claim for indemnification against ACG pursuant to Section 10(h) below within the applicable survival period, then ACG agrees to indemnify the Shareholders from and against the entirety of any Adverse Consequences the Shareholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Shareholders may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that ACG shall not have any obligation to indemnify the Shareholders from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation, warranty or covenant of ACG contained in this Agreement (i) until ACG has suffered aggregate losses by reason of all such breaches in excess of $100,000 at which point ACG will be obligated for indemnification under this Section 8(c) for all covered amounts in excess of the $100,000 threshold or (ii) in excess of the Consideration (after which point ACG shall have no obligation to indemnify Shareholders from and against further such Adverse Consequences); provided, further, however, that the limitations set forth in (i) and (ii) above specifically shall not apply to the liability of ACG with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by ACG or to any breaches of the representations and warranties in Paragraph 3(b).
Indemnification Provisions for Benefit of the Shareholders. In the event the Buyer breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 9(a) above, provided that a Shareholder makes a written claim for indemnification against the Buyer pursuant to Section 12(g) below within such survival period and provided that such claim, together with all other claims for indemnification pursuant hereto, is for damages aggregating a dollar amount in excess of $20,000, then the Buyer agrees to indemnify such Shareholder from and against the entirety of any Adverse Consequences such Shareholder may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that
Indemnification Provisions for Benefit of the Shareholders. In the event North American breaches (or in the event any third party alleges facts that, if true, would mean North American had breached) any of their representations, warranties (or any of such representations or warranties is untrue or inaccurate), covenants and agreements contained herein or in any certificate, document, instrument or agreement delivered pursuant to this Agreement, and, provided that the Shareholders makes a written claim for indemnification against North American pursuant to Section 12(g) below within the applicable claim period provided in 8(a) above, then North American agrees to indemnify the Shareholders and each of his representatives (the "Indemnified Shareholders") from and against the entirety of any Adverse Consequences the Indemnified Shareholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Indemnified Shareholders may suffer after the end of any applicable claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Shareholders. (a) If the Buyer breaches (or if any third party, including any Governmental Authority, alleges facts that, if true, would mean the Buyer has breached) any of its representations or warranties contained herein and the Shareholders' Agent gives notice thereof to the Buyer within the Survival Period, or if the Buyer breaches (or if any third party, including any Governmental Authority, alleges facts that, if true, would mean the Buyer has breached) any of its representations or covenants contained herein or in the Other Buyer Agreements and the Shareholders' Agent gives notice thereof (which notice shall describe the breach or alleged breach in reasonable detail given the facts then known to the Shareholders) to the Buyer, then the Buyer agrees to indemnify the applicable Shareholders from and against any Adverse Consequences such Shareholders may suffer resulting from, arising out of, relating
Indemnification Provisions for Benefit of the Shareholders. If there is any breach or inaccuracy of any of the representations, warranties or covenants of Parent or Newco contained herein or in any Schedule, Exhibit, certificate or other document delivered by or on behalf of Parent or Newco pursuant to this Agreement, or if any third party alleges facts that, if true, would mean that such a breach or inaccuracy existed, then Parent or Newco shall indemnify the Shareholders and their respective successors and permitted assigns from and against all Adverse Consequences that they have suffered or may suffer caused by, resulting from, arising out of or relating to such breach or inaccuracy through and after the date of such claim; provided however, that (i) Parent or Newco shall
Indemnification Provisions for Benefit of the Shareholders. In the event Avana or Parent breaches (or in the event any third party alleges facts that, if true, would mean Avana or Parent has breached) any of their representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that any of the Shareholders makes a written claim for indemnification against Avana or Parent pursuant to Section 11(h) below within such survival period, then Avana and Parent, jointly and severally agree to indemnify each of the Shareholders from and against the entirety of any Adverse Consequences the Shareholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Shareholders may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). Any such indemnity payment by Avana to the Shareholders shall be paid in additional shares of Common Stock, the number of which shall be determined by dividing the value of the amount of such payment by the average Fair Market
Indemnification Provisions for Benefit of the Shareholders. Subsequent to the Closing, Dover Petroleum shall not have any indemnification obligation in favor of Shareholders in the event Dover Petroleum breaches (or in the event any third party alleges facts that, if true, would mean Dover Petroleum has breached) any of its representations, warranties and covenants contained herein.