INDEMNIFICATION RIGHTS AND OBLIGATIONS. The text of Article IX of the Uniform Provisions hereby is incorporated herein by this reference. Any provision contained in Article IX of the Uniform Provisions to the contrary notwithstanding, the indemnification obligations of the Stockholders pursuant to this Agreement shall be joint and several. ARTICLE X [Intentionally Ommitted]
INDEMNIFICATION RIGHTS AND OBLIGATIONS. The text of Article IX of the Uniform Provisions hereby is incorporated herein by this reference.
INDEMNIFICATION RIGHTS AND OBLIGATIONS. The text of Article IX of the Uniform Provisions hereby is incorporated herein by this reference. For purposes of Section 9.07(a), the Pro Rata Shares of the Transaction Value is 100% for Carlos F. Navarro, D.D.S., M.S.D.
INDEMNIFICATION RIGHTS AND OBLIGATIONS. All indemnity rights shall survive the termination of this Agreement for a period of four (4) years.
INDEMNIFICATION RIGHTS AND OBLIGATIONS. (a) The text of Article IX of the Uniform Provisions hereby is incorporated herein by this reference.
(b) Notwithstanding, and in supplementation of, Sections 9.03 through 9.07:
(i) subject to the provisions of this paragraph (b), the Stockholders covenant and agree that they, jointly and severally, will indemnify each TMI Indemnified Party against, and hold each TMI Indemnified Party harmless from and in respect of, all Damages that arise from, are based on or relate or otherwise are attributable to any claims or assessments against the Company for state sales taxes payable in respect of sales of goods or services made by the Company or any of its Subsidiaries during any period ended on or before the Current Balance Sheet Date, whether or not reserved against in any balance sheet included in the Financial Statements, to the extent that the aggregate amount of all such Damages (herein called "Specially Indemnified Damages") exceed $100,000, and then only to the extent of that excess;
(ii) the amount of the Specially Indemnified Damages as to which the Stockholders shall be required under clause (i) of this Section 9.08 to indemnify the TMI Indemnified Parties shall not be reduced as a result of any limitation set forth in the first sentence of paragraph (a) of Section 9.07, and shall not be considered as TMI Indemnified Losses for purposes of the first sentence of Section 9.07(a); and
(iii) the amount of the Specially Indemnified Damages in respect of which the Stockholders shall be required under clause (i) of this Section 9.08 to indemnify the TMI Indemnified Parties shall be taken into account and included for purposes of determining the aggregate joint and several liability of the Company and the Stockholders, and the aggregate liability of each Stockholder under this Agreement, under the second sentence of Section 9.07(a) of this Agreement.
INDEMNIFICATION RIGHTS AND OBLIGATIONS. The text of Article IX of the Uniform Provisions hereby is incorporated herein by this reference. For purposes of Section 9.07(a), the Pro Rata Shares of the Transaction Value are ___% and ___%, respectively, for _______________ and ________________.
INDEMNIFICATION RIGHTS AND OBLIGATIONS. The text of Article IX of the Uniform Provisions hereby is incorporated herein by this reference. For purposes of Section 9.07(a), the Pro Rata Share of the Transaction Value is 100% for John Dell Sauter, D.D.S., M.D.S.
INDEMNIFICATION RIGHTS AND OBLIGATIONS. The text of Article IX of the Uniform Provisions hereby is incorporated herein by this reference. For purposes of Section 9.07(a), the Pro Rata Share of the Transaction Value is 100% for Donald D. Schmitz.
INDEMNIFICATION RIGHTS AND OBLIGATIONS. (a) The text of Article IX of the Uniform Provisions, as modified by this Section 9.01, is hereby incorporated herein by this reference.
(b) Notwithstanding, and in supplementation of, Sections 9.03 through 9.07: (i) subject to the provisions of this paragraph (b), the Stockholders covenant and agree that they, jointly and severally, will indemnify each TMI Indemnified Party against, and hold each TMI Indemnified Party harmless from and in respect of, all Damages that arise from, are based on or relate or otherwise are attributable to any claims or assessments against the Company for state sales taxes payable in respect of sales of goods or services made by the Company or any of its Subsidiaries during any period ended on or before the Current Balance Sheet Date, whether or not reserved against in any balance sheet included in the Financial Statements, to the extent that the aggregate amount of all such Damages (herein called "Specially Indemnified Damages") exceed $175,000 (the "Deductible"), and then only to the extent of that excess;
INDEMNIFICATION RIGHTS AND OBLIGATIONS. The text of Article IX of the Uniform Provisions hereby is incorporated herein by this reference. For purposes of Section 9.07(a), the Pro Rata Shares of the Transaction Value are 60% and 40%, respectively, for Gorden H. Timmons and Gorden H. Timmons, as Trustee under Gorden H. Timmxxx Xxxxxxxx Xxxxity Txxxx. Xxx xxxxxxxs of Section 9.07(b), xxx Xxxxxxxxxxn Value is 82.2943% of the amount determined as the Transaction Value for other purposes hereof.
