Common use of Indemnification Provisions for Benefit Clause in Contracts

Indemnification Provisions for Benefit. of the Buyer and the Company. (a) If any Primary Shareholder breaches any of the representations or warranties of any Primary Shareholder contained herein and the Buyer gives notice thereof to the Shareholders' Agent within the Survival Period, or if any Shareholder breaches any covenants of any Shareholder contained herein or any representations, warranties or covenants of any Shareholder contained in any Other Seller Agreement and the Buyer gives notice thereof to the Shareholders' Agent, then the Primary Shareholders agree to jointly and severally indemnify and hold harmless the Buyer from and against any Adverse Consequences the Buyer 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. The Primary Shareholders also agree to jointly and severally indemnify and hold harmless the Buyer from and against any Adverse Consequences the Buyer may suffer 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 Retained Liabilities (including, without limitation, those concerning Hazardous Materials or the failure prior to the Closing Date of the Company, any Shareholder or any predecessor to comply with any Environmental Obligation or other Legal Requirement), (ii) any condition, (b) Notwithstanding the foregoing Section 7.1(a), the Primary Shareholders shall have no obligation to indemnify the Buyer unless and until the aggregate amount of Adverse Consequences suffered by the Buyer and the Company from all matters as to which they are entitled to indemnification under this Agreement (except those matters described in the next sentence) equals or exceeds $50,000, at which point the Primary Shareholders jointly and severally shall indemnify the Buyer for all Adverse Consequences suffered by the Buyer or the Company (including those Adverse Consequences which initially aggregated to the $50,000 threshold). The Primary Shareholders jointly and severally shall indemnify the Buyer in full (without regard to the $50,000 amount described in the preceding sentence) for all Adverse Consequences which arise out of, result from, relate to or are caused by: (i) any failure by the Shareholders to pay the full amounts payable by them pursuant to Sections 2.2(b) (with respect to known Liabilities only), 2.3, 4.9(a) (with respect to the first sentence only), 5.7 (with respect to known Liabilities only), 5.8, 8.2 or 9.10 of this Agreement; (ii) any breach of the representations and warranties set forth in Sections 3.1(b), 3.1(g)(i), 3.1(m) or 3.1(r); (iii) any failure by the Shareholders to convey the Shares to the Buyer free and clear of any Encumbrance or Tax; (iv) the unenforceability of Section 9.14 against the Shareholders or any breach of Section 9.14 by any Shareholder; (v) any breach by any Shareholder of any covenant contained in this Agreement (with respect to known Liabilities only); or (vi) any breach by any Shareholder (including any Shareholder who is a lessor under any Shareholder Lease) or Affiliate or relative thereof of any representation, warranty or covenant set forth in any Other Seller Agreement (with respect to known Liabilities only). In determining the amount of Adverse Consequences suffered by the Buyer or the Company for purposes of Sections 7.1(a) and 7.1(b), such representations and warranties shall not be qualified (other than references to "material" in Section 3.1(t)) 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 term or words.

Indemnification Provisions for Benefit. of the Buyer I-trax and the Holding Company. (ai) If any Primary Shareholder breaches In the event MyFamilyMD or any of the representations Members breaches (or warranties in the event any third party alleges facts that, if true, would mean any of the Members has breached) any Primary Shareholder of their representations, warranties, and covenants contained herein herein, and, if there is an applicable survival period pursuant to Section 10(a) above, provided that I-trax or the Holding Company makes a written claim for indemnification against any of the Members pursuant to Section 13(h) below within such survival period, then each of the Members agrees to indemnify I-trax and the Buyer gives notice thereof to the Shareholders' Agent within the Survival Period, or if any Shareholder breaches any covenants of any Shareholder contained herein or any representations, warranties or covenants of any Shareholder contained in any Other Seller Agreement and the Buyer gives notice thereof to the Shareholders' Agent, then the Primary Shareholders agree to jointly and severally indemnify and hold harmless the Buyer Holding Company from and against the entirety of any Adverse Consequences I-trax or the Buyer Holding Company may suffer through and after the date of the claim for indemnification (including any Adverse Consequences I-trax or the Holding Company 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); provided, that, the liability of each Member for such breaches (or alleged breaches) by MyFamilyMD and/or the Members shall be limited to the value of Indemnification Shares, which Indemnification Shares shall be valued (x) to the extent any such Indemnification Shares are held of record by the Members, in accordance with the provisions of the last sentence of Section 10(f) below applicable to the Escrowed Shares and (y) to the extent any such Indemnification Shares are no longer held of record by the Members, by determining the average per share proceeds received by the Members for the any disposed Indemnification Shares. In the event that some, but not all, of the Indemnification Shares will be used to satisfy obligations under Section 10(a) herein, the value of each Member's Indemnification Shares shall be reduced by such Member's Membership Percentage; provided, that, the Indemnification Shares attributed to the breaching Member or Members shall first be used, according to such breaching Member or Members' Membership Percentage, to satisfy any claim of I-trax to be satisfied under this Section 10(a)(i) and if that number of Indemnification Shares is not sufficient to satisfy such claim then the Indemnification Shares of the non-breaching Members shall be used, according to the non-breaching Member or Members' Membership Percentage, to satisfy such claim. (ii) Each of the Members agrees to indemnify I-trax and the Holding Company from and against the entirety of any Adverse Consequences I-trax or the Holding Company may suffer resulting from, arising out of, relating to to, in the nature of, or caused by any of the foregoing regardless of whether the Adverse Consequences are suffered during or after the Survival Period. The Primary Shareholders also agree to jointly and severally indemnify and hold harmless the Buyer from and against any Adverse Consequences the Buyer may suffer which result from, arise out of, relate to or are caused by (i) any Liability of the Company any of MyFamilyMD and its Subsidiaries (x) for any Taxes of MyFamilyMD and its Subsidiaries with respect to any Tax year or any Shareholder not included in the Retained Liabilities (including, without limitation, those concerning Hazardous Materials portion thereof ending on or the failure prior to before the Closing Date (including any Taxes that would be required to be accrued for as of the CompanyClosing Date under GAAP) to the extent such Taxes are not reflected in the reserve for Tax Liability of MyFamilyMD and its Subsidiaries shown on the face of the Most Recent Balance Sheet (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of MyFamilyMD and its Subsidiaries in filing their Tax Returns and (y) for the unpaid Taxes of any Shareholder Person (other than any of MyFamilyMD and its Subsidiaries) under Treasury Regulation section 1.1502-6 (or any predecessor to comply with any Environmental Obligation similar provision of state, local, or other Legal Requirementforeign law), (ii) any condition, (b) Notwithstanding the foregoing Section 7.1(a)as a transferee or successor, by contract, or otherwise; provided, that, the Primary Shareholders Indemnification Shares attributed to the breaching Member or Members shall have no obligation first be used, according to indemnify the Buyer unless and until the aggregate amount such breaching Member or Members' Membership Percentage, to satisfy any claim of Adverse Consequences suffered by the Buyer and the Company from all matters as I-trax to which they are entitled to indemnification be satisfied under this Agreement (except those matters described in Section 10(a)(ii) and if that number of Indemnification Shares is not sufficient to satisfy such claim then the next sentence) equals or exceeds $50,000Indemnification. Shares of the non-breaching Members shall be used, at which point the Primary Shareholders jointly and severally shall indemnify the Buyer for all Adverse Consequences suffered by the Buyer or the Company (including those Adverse Consequences which initially aggregated according to the $50,000 threshold). The Primary Shareholders jointly and severally shall indemnify the Buyer in full (without regard non-breaching Member or Members' Membership Percentage, to the $50,000 amount described in the preceding sentence) for all Adverse Consequences which arise out of, result from, relate to or are caused by: (i) any failure by the Shareholders to pay the full amounts payable by them pursuant to Sections 2.2(b) (with respect to known Liabilities only), 2.3, 4.9(a) (with respect to the first sentence only), 5.7 (with respect to known Liabilities only), 5.8, 8.2 or 9.10 of this Agreement; (ii) any breach of the representations and warranties set forth in Sections 3.1(b), 3.1(g)(i), 3.1(m) or 3.1(r); satisfy such claim. (iii) Each Member, severally and in proportion to its interest in MyFamilyMD, agrees to indemnify I-trax for any failure of MyFamilyMD to have insurance covering the risks associated with workers' compensation and employers liability, business personal property, employee dishonesty and business liability, each of which are typically covered by the Shareholders to convey the Shares a business owners policy, to the Buyer free extent and clear of any Encumbrance or Tax; (iv) only to the unenforceability of Section 9.14 against the Shareholders or any breach of Section 9.14 by any Shareholder; (v) any breach by any Shareholder of any covenant contained in this Agreement (with respect to known Liabilities only); or (vi) any breach by any Shareholder (including any Shareholder who is a lessor under any Shareholder Lease) or Affiliate or relative thereof of any representation, warranty or covenant set forth in any Other Seller Agreement (with respect to known Liabilities only). In determining the amount of Adverse Consequences suffered by the Buyer extent that I-trax or the Holding Company for purposes suffers any loss that would have been covered by such insurance; provided, that, the liability of Sections 7.1(athe Members under this Section 10(b)(iii) shall be limited to the limits specified in the Commercial Liability Policy, Excess Liability (umbrella form) and 7.1(b)the Property Coverage Insurance described in Section 6(q) of the Disclosure Schedule attached hereto, and with regard to (A) employee dishonesty, such representations liability of the Members shall be limited to $25,000, and warranties (B) workers' compensation and employers liability, such liability of the Members shall not be qualified (other than references limited to "material" in Section 3.1(t)) by "material," "materiality," "in all material respects," "best knowledge," "best an aggregate limit of knowledge" or "knowledge" or words $2,000,000, with a limit of similar import$1,000,000 for each accident, or by any phrase using any such term or wordsdisease - policy limit and disease - each employee.

Indemnification Provisions for Benefit. of the Shareholders of the ----------------------------------------------------------------- Company. In the event the Buyer and breaches (or in the Company. (aevent any third party ------- alleges facts that, if true, would mean the Buyer has breached) If any Primary Shareholder breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to (S) 8(a) above, provided that the representations or warranties of any Primary Shareholder contained herein and Company Representative makes a written claim for indemnification against the Buyer gives notice thereof pursuant to the Shareholders' Agent (S) 11(h) below within the Survival Period, or if any Shareholder breaches any covenants of any Shareholder contained herein or any representations, warranties or covenants of any Shareholder contained in any Other Seller Agreement and the Buyer gives notice thereof to the Shareholders' Agentsuch survival period, then the Primary Shareholders agree Buyer agrees to jointly and severally indemnify and hold harmless each of the Buyer shareholders of the Company from and against the entirety of any Adverse Consequences such shareholder of the Buyer Company may suffer through and after the date of the claim for indemnification (including any Adverse Consequences such shareholder of the Company may suffer after the end of any applicable survival period) resulting from, arising out of, relating to to, in the nature of, or caused by the breach (or the alleged breach); provided, -------- however, that the Buyer shall not have any obligation to indemnify any of the foregoing regardless ------- shareholders of whether the Adverse Consequences are suffered during or after the Survival Period. The Primary Shareholders also agree to jointly and severally indemnify and hold harmless the Buyer Company from and against any Adverse Consequences the Buyer may suffer which result resulting from, arise arising out of, relate to relating to, in the nature of, or are caused by the breach (ior alleged breach) of any Liability representation or warranty of the Buyer (A) until the shareholders of the Company have suffered Adverse Consequences by reason of all such breaches (or any Shareholder not included alleged breaches) in excess of a $500,000 aggregate deductible (at which point the Retained Liabilities Buyer will be obligated to indemnify the shareholders of the Company from and against further such Adverse Consequences) or thereafter (including, without limitation, those concerning Hazardous Materials or the failure prior B) to the Closing Date extent the Adverse Consequences the shareholders of the Company, any Shareholder Company have suffered by reason of all such breaches (or any predecessor to comply with any Environmental Obligation or other Legal Requirement), alleged breaches) exceeds an aggregate ceiling of ten percent (ii10%) any condition, of the Purchase Price (b) Notwithstanding after which point the foregoing Section 7.1(a), the Primary Shareholders shall Buyer will have no obligation to indemnify any of the Buyer unless and until the aggregate amount shareholders of Adverse Consequences suffered by the Buyer and the Company from all matters as to which they are entitled to indemnification under this Agreement (except those matters described in the next sentence) equals or exceeds $50,000, at which point the Primary Shareholders jointly and severally shall indemnify the Buyer for all against further such Adverse Consequences suffered by the Buyer or the Company (including those Adverse Consequences which initially aggregated to the $50,000 thresholdConsequences). The Primary Shareholders jointly and severally shall indemnify the Buyer in full (without regard to the $50,000 amount described in the preceding sentence) for all Adverse Consequences which arise out of, result from, relate to or are caused by: (i) any failure by the Shareholders to pay the full amounts payable by them pursuant to Sections 2.2(b) (with respect to known Liabilities only), 2.3, 4.9(a) (with respect to the first sentence only), 5.7 (with respect to known Liabilities only), 5.8, 8.2 or 9.10 of this Agreement; (ii) any breach of the representations and warranties set forth in Sections 3.1(b), 3.1(g)(i), 3.1(m) or 3.1(r); (iii) any failure by the Shareholders to convey the Shares to the Buyer free and clear of any Encumbrance or Tax; (iv) the unenforceability of Section 9.14 against the Shareholders or any breach of Section 9.14 by any Shareholder; (v) any breach by any Shareholder of any covenant contained in this Agreement (with respect to known Liabilities only); or (vi) any breach by any Shareholder (including any Shareholder who is a lessor under any Shareholder Lease) or Affiliate or relative thereof of any representation, warranty or covenant set forth in any Other Seller Agreement (with respect to known Liabilities only). In determining the amount of Adverse Consequences suffered by the Buyer or the Company for purposes of Sections 7.1(a) and 7.1(b), such representations and warranties shall not be qualified (other than references to "material" in Section 3.1(t)) 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 term or words.

Indemnification Provisions for Benefit. of the Buyer ----------------------------------------------- and the Company.. --------------- (a) If any Primary Shareholder Seller breaches (or if any Person other than Buyer alleges facts that, if true, would mean any Seller has breached) (i) any of the representations or warranties of any Primary Shareholder Seller contained herein and the Buyer gives notice thereof to the ShareholdersSellers' Agent within the applicable Survival Period, or if any Shareholder breaches (ii) any covenants or agreements of any Shareholder Seller contained herein or any agreements, representations, warranties or covenants of any Shareholder Seller contained in any Other Seller Agreement and the Buyer gives notice thereof to the ShareholdersSellers' Agent, then then, subject to Section 8.6, Xxxxx and the Primary Shareholders agree to Trust jointly and severally severally, and the Minority Members severally, will indemnify and hold harmless Buyer and the Buyer Company from and against any Adverse Consequences Buyer or the Buyer Company 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 any applicable Survival Period. The Primary Shareholders also agree ; provided, however, that the maximum amount with respect to jointly and severally which any Minority Seller shall be required to indemnify and hold harmless Buyer under this Article VIII shall not exceed an amount equal to the Buyer from and against any Adverse Consequences the Buyer may suffer which result from, arise out of, relate to or are caused by product of (i) any Liability of the Company or any Shareholder not included in the Retained Liabilities (including, without limitation, those concerning Hazardous Materials or the failure prior to the Closing Date of the Company, any Shareholder or any predecessor to comply with any Environmental Obligation or other Legal Requirement), (ii) any condition, (b) Notwithstanding the foregoing Section 7.1(a), the Primary Shareholders shall have no obligation to indemnify the Buyer unless and until the aggregate amount of such Adverse Consequences suffered by the Buyer and the Company from all matters as to which they are entitled to indemnification under this Agreement (except those matters described in the next sentence) equals or exceeds $50,000, at which point the Primary Shareholders jointly and severally shall indemnify the Buyer for all Adverse Consequences suffered multiplied by the Buyer or the Company (including those Adverse Consequences which initially aggregated to the $50,000 threshold). The Primary Shareholders jointly and severally shall indemnify the Buyer in full (without regard to the $50,000 amount described in the preceding sentence) for all Adverse Consequences which arise out of, result from, relate to or are caused by: (i) any failure by the Shareholders to pay the full amounts payable by them pursuant to Sections 2.2(b) (with respect to known Liabilities only), 2.3, 4.9(a) (with respect to the first sentence only), 5.7 (with respect to known Liabilities only), 5.8, 8.2 or 9.10 of this Agreement; (ii) any breach a fraction, the numerator of which is the representations Interests owned by such Minority Seller as reflected on SCHEDULE 3.3 and warranties set forth in Sections 3.1(b), 3.1(g)(i), 3.1(m) or 3.1(r); (iii) any failure by the Shareholders to convey the Shares to the Buyer free and clear denominator of any Encumbrance or Tax; (iv) the unenforceability of Section 9.14 against the Shareholders or any breach of Section 9.14 by any Shareholder; (v) any breach by any Shareholder of any covenant contained in this Agreement (with respect to known Liabilities only); or (vi) any breach by any Shareholder (including any Shareholder who which is a lessor under any Shareholder Lease) or Affiliate or relative thereof of any representation, warranty or covenant set forth in any Other Seller Agreement (with respect to known Liabilities only)27.38. In ------------ determining solely the amount of Adverse Consequences suffered by the Buyer or the Company for purposes of Sections 7.1(a) and 7.1(b)this Section 8.1, such the representations and warranties shall of Sellers will not be qualified (other than references to "material" in Section 3.1(t)) 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 term 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 will be resolved by arbitration pursuant to this Agreement. (b) Amounts needed to cover any indemnification claims resolved in favor of Buyer or the Company against any Seller during the Escrow Period will be paid to Buyer out of the ICG Shares escrowed pursuant to the Escrow Agreement, to the extent thereof. For purposes of calculating the number of ICG Shares to be paid to Buyer to cover such indemnification claims, in each case the per share value of each ICG Share will be the volume weighted average price of the ICG Common Stock quoted on the Nasdaq Market for the five trading days ending two trading days prior to the date of expiration of the Reply Period or receipt of the Reply Notice, whichever is applicable. Xxxxx and the Trust will have joint and several Liability, and the Minority Members will be severally liable, pro rata according to their Interests, for any additional amounts needed to cover such claims, which amounts will be paid directly to Buyer. At the end of the Escrow Period ICG Shares (valued as provided in this Section 8.1(b) as of the last Business Day falling within the Escrow Period) that may be needed to cover pending indemnification claims made by Buyer (such amounts to be determined by Buyer based upon the reasonable exercise of its business judgment) will be retained in the Escrow Account until such claims are resolved, and any excess of such retained ICG Shares on deposit in the Escrow Account will be distributed to Sellers upon the resolution of all such pending indemnification claims. Nothing in this Section 8.1(b) will be construed to limit Buyer's right to indemnification to the ICG Shares on deposit in the Escrow Account. Buyer and Sellers' Agent shall jointly give instructions to the Escrow Agent to carry out the intent of this Section 8.1(b). Any disputes concerning the escrowed property will be settled by arbitration as provided in this Agreement. Buyer will be responsible for the fees, charges and expenses payable to the Escrow Agent pursuant to Section 5(d) of the Escrow Agreement.