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

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. 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 Personbreach, 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 3.4 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 will 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. If PentaStar (i) In the event the Buyer or Orius breaches (or if in the event any Person other than a Shareholder third party alleges facts that, if true, would mean PentaStar has the Buyer or Orius had breached) any of its their representations, warranties (or any of such representations or warranties is untrue or inaccurate), covenants and agreements contained herein and (including, without limitation, the Shareholders' Agent gives notice payment obligations of the Company set forth on Section 5(g)-Permitted Distributions of the Disclosure Schedule) 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 PentaStar the Buyer or Orius pursuant to Section 14(g) below within the Survival Periodapplicable claim period provided in 8(a) above, then the Buyer and Orius, jointly and severally, agree to indemnify the Shareholders and each of their 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 if PentaStar caused by the breach (or the Acquiror breaches alleged breach). (or if any Person other than a Shareholder alleges facts thatii) The Buyer and Orius, if truejointly and severally, 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 agree to indemnify and hold harmless the Indemnified Shareholders from and against the entirety of any Adverse Consequences income tax liabilities the Indemnified Shareholders may suffer which result resulting from, arise arising out of, relate relating to, in the nature of, or are caused by the breach or alleged breach by such Person, regardless failure of whether the Adverse Consequences are suffered during or after delivery of 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 Orius Common Stock to the Shareholders for purposes as part of this the Initial Consideration to be treated as a transaction qualifying under Section 7.2, such representations and warranties shall not be qualified by "material," "materiality," "in all material respects," "best knowledge," "best 351 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 courtCode.

Indemnification Provisions for Benefit of the Shareholders. If PentaStar the Buyer breaches (or if any Person other than a Shareholder alleges facts that, if true, would mean PentaStar the Buyer has breached) any of its representations or warranties contained herein and the Shareholders' Agent gives notice of a claim for indemnification against PentaStar the Buyer within the Survival Period, or if PentaStar or the Acquiror Buyer breaches (or if any Person other than a Shareholder alleges facts that, if true, would mean PentaStar or the Acquiror Buyer has breached) any of its respective covenants contained herein or any of its respective representations, warranties or covenants contained in any Other PentaStar Buyer Agreement and the Shareholders' Agent gives notice thereof to PentaStarthe Buyer, then PentaStar or the Acquiror, as the case may be, Buyer 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 Personbreach, 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 7.2Section, 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 will 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. If PentaStar breaches (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 Person other than a Shareholder third party alleges facts that, if true, would mean PentaStar has breached) any of its representations that such a breach 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 PentaStarinaccuracy existed, then PentaStar Parent or the Acquiror, as the case may be, agrees to Newco shall indemnify and hold harmless the Shareholders and their respective successors and permitted assigns from and against any 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 not have any obligation to indemnify 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 under this Section 3.2 and in determining 6.03 unless the amount of Adverse Consequences suffered by the Shareholders for purposes by reason of all such breaches or inaccuracies exceeds $50,000 in the aggregate, at which point Parent or Newco shall be obligated to indemnify the Shareholders from and against all such Adverse Consequences, without any deductible amount, and (ii) in no event shall Parent or Newco have any obligation to indemnify the Shareholders under this Section 7.26.03 for an amount, in the aggregate in excess of $10 million with respect to claims for indemnification made during the first eighteen months following the Closing Date and, with respect to claims made after the expiration of such 18-month period, 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 amount shall be resolved reduced to $5 million. 17. Sections 7.04(a), 7.05, 7.07 and 7.11 of the Agreement are amended by arbitration pursuant to this Agreement. If a Shareholder replacing "Parent" throughout each Section with "Parent, BMG" and each Section 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, restated as the case may be, in that action and have his right to indemnification adjudicated by the court.follows:

Indemnification Provisions for Benefit of the Shareholders. If PentaStar the Buyer breaches (or if any Person other than a Shareholder alleges facts that, if true, would mean PentaStar the Buyer has breached) any of its representations or warranties contained herein and the Shareholders' Agent gives notice of a claim for indemnification against PentaStar the Buyer within the Survival Period, or if PentaStar or the Acquiror Buyer breaches (or if any Person other than a Shareholder alleges facts that, if true, would mean PentaStar or the Acquiror Buyer has breached) any of its respective covenants contained herein or any of its respective representations, warranties or covenants contained in any Other PentaStar Buyer Agreement and the Shareholders' Agent gives notice thereof to PentaStarthe Buyer, then PentaStar or the Acquiror, as the case may be, Buyer 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 Personbreach, 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 the 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 term 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 will 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. 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 (other than those set forth in Section 3.2(d)) 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 the Shareholder's right to indemnification adjudicated by the court.

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 Personbreach, 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 3.3 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 will be resolved by arbitration pursuant to this Agreement. If a ; provided, however, that if any 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 or her right to indemnification adjudicated by the court.

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 Personbreach, 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. 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 Personbreach, 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 3.3 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. PentaStar also agrees to indemnify and hold harmless the Shareholders from and against any Adverse Consequences they may suffer which result from, arise out of, relate to or are caused by (i) any of the Retained Liabilities or (ii) any act or omission of PentaStar with respect to, or any event or circumstance related to, PentaStar's ownership, use or operation of the Acquired Assets or the conduct of the Retained Operations after the Closing Date; provided, however, that such Adverse Consequences shall not include any decline in value of the PentaStar Shares, any failure to achieve all or any portion of an Earn-Out Amount that the Shareholders may anticipate at the time this Agreement is entered into or any failure by any Shareholder to earn any bonus or other compensation under any employment arrangement with PentaStar. 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 will be resolved by arbitration pursuant to this Agreement. If a ; provided, however, that any 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 or her right to indemnification adjudicated by the court.

Indemnification Provisions for Benefit of the Shareholders. If PentaStar SignalSoft breaches (or if any Person other than a Shareholder alleges facts that, if true, would mean PentaStar SignalSoft has breached) any of its representations or warranties contained herein and the Shareholders' Agent gives notice of a claim for indemnification against PentaStar SignalSoft within the Survival Period, or if PentaStar or the Acquiror SignalSoft breaches (or if any Person other than a Shareholder alleges facts that, if true, would mean PentaStar or the Acquiror SignalSoft has breached) any of its respective covenants contained herein or any of its respective representations, warranties or covenants contained in any Other PentaStar SignalSoft Agreement and the Shareholders' Agent gives notice thereof to PentaStarSignalSoft, then PentaStar or the Acquiror, as the case may be, SignalSoft 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 Personbreach, 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 3.3 and in determining the amount of Adverse Consequences suffered by the Shareholders for purposes of this Section 7.2, such representations and warranties shall will 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 38 40 of notice of claim for indemnification from the party claiming indemnification to the party against whom such claim is asserted, the dispute shall will be resolved by arbitration pursuant to this Agreement. If a Shareholder is sued in an action relating in whole or in part The cumulative Liability of SignalSoft under the provisions of this Section 7.2 shall be limited to the Adjusted Company Value (determined as of the Closing Date) and shall be subject to a claim against which he minimum threshold equal to US$25,000, such that no demand or she is or may recovery shall be entitled to indemnification hereundermade hereunder until all such claims, he or she mayon a cumulative basis, 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 courtexceed US$25,000.