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. If Buyer breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to ' 8(a) above, provided that the Shareholders make a written claim for indemnification against Buyer pursuant to 11(h) below within such survival period, then Buyer 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 any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach in the excess of $25,000 aggregate threshold, exclusive of attorneys' fees relating to the issue (at which point Buyer will be obligated to indemnify the Shareholders from and against all such adverse consequences relating back to the first dollar).
Indemnification Provisions for Benefit of the Shareholders. In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer 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 the Buyer pursuant to Section below within the applicable claim period provided in 8(a) above, then the Buyer 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) In the event the Buyer breaches any of its representations or warranties contained herein as of the date hereof (unless such breach can be cured and is cured prior to the Closing Date), or as of the Closing Date (unless such representation or warranty recites that it is only made as of an earlier date, in which case it shall remain true and correct as of such earlier date), and, if there is an applicable survival period pursuant to Section 8.1 above, provided that the Shareholders' Representative makes a written claim for indemnification against the Buyer pursuant to Section 10.8 below within such survival period, then the Buyer agrees to indemnify each of the holders of Company Shares, the Company Options and the Warrants from and against any Adverse Consequences the holders of Company Shares, the Company Options and the Warrants actually suffers as a result of or arising from such breach.
(b) In the event the Buyer breaches any of its covenants or agreements contained herein, and, if there is an applicable survival period pursuant to Section 8.1 above, provided that the Shareholders' Representative makes a written claim for indemnification against the Buyer pursuant to Section 10.8 below within such survival period, then the Buyer agrees to indemnify each of the holders of Company Shares, the Company Options and the Warrants from and against any Adverse Consequences the holders of Company Shares, the Company Options and the Warrants actually suffers as a result of or arising from such breach.
Indemnification Provisions for Benefit of the Shareholders. In the event Subsidiary or Parent breaches any of its representations, warranties, and covenants contained herein, then Subsidiary and Parent agree 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 resulting from, arising out of, relating to, in the nature of, or caused by such breach, loss, claim, cost or damage.
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. 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 CORESTAFF breaches any of its representations, warranties, and covenants contained herein, and provided that any of the Shareholders makes a written claim for indemnification against CORESTAFF pursuant to Section 11.8 below within the applicable survival period, then CORESTAFF 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 SAGE I.T. PARTNERS, INC. AGREEMENT AND PLAN OF MERGER - 43 - 50 indemnification (including any Adverse Consequences the Shareholder 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.
