Indemnity by the Shareholders Sample Clauses

Indemnity by the Shareholders. Subject to the limitations, minimum amounts and time limitations set forth in Section 10.5, each of the Shareholders jointly and severally agrees to indemnify and hold PHI and the Company (and their respective directors, officers, employees and affiliates) harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the fees and disbursements of counsel (collectively, the "LOSSES") arising, directly or indirectly, out of: (i) any failure or any breach by the Shareholders of any representation or warranty, covenant, obligation or undertaking made by any of the Shareholders in this Agreement, any Schedule or Exhibit hereto, or any other agreement, statement, certificate or other instrument delivered pursuant hereto or in connection herewith; (ii) any actual or alleged tax liability of the Company in respect of any period through the Closing Date; (iii) any Company Indebtedness outstanding at the Effective Time (after payment of the amounts specified by Section 2.1(b)), other than any Permitted Company Indebtedness ("INDEBTEDNESS CLAIMS"); (iv) any liability of the Company or any of the Individual Shareholders with respect to the professional fees and expenses incurred by the Company or any of the Individual Shareholders prior to the Closing Date and not paid by the Company or such Individual Shareholders prior to the Closing Date (including any fees and expenses incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby ("FEE CLAIMS"); (v) any liability of the Company to the Trustee pursuant to the indemnification provisions set forth in the ESOP trust agreement with respect to actions or omissions occurring prior to the Closing Date, after the application of any insurance proceeds applicable thereto ("ESOP CLAIMS"); and (vi) any liability or losses of the Company or PHI incurred as a result of the settlement or other disposition of the DCAA audit described in the footnotes to the Financial Statements, but only to the extent that such liability or losses exceed the Company's reserves therefor as of December 31, 1998 (taking into account any reduction in such reserves as a result of any settlement payments or rebates made by the Company after December 31, 1998 and any offsets to any such liability available as a result of any costs which previously were unbillable) (the "DCAA CLAIMS").

Indemnity by the Shareholders. (a) The Shareholders hereby agree to indemnify and save Sonoma harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against Sonoma or which Sonoma may suffer or incur as a result of, in respect of or arising out of: (i) any non-performance or non-fulfillment of any covenant or agreement on the part of the Shareholders contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby; (ii) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Shareholders contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby; and (iii) all reasonable costs and expenses including, without limitation, reasonable legal fees on a substantial indemnity basis, incidental to or in respect of the foregoing. (b) The obligations of indemnification by the Shareholders pursuant to paragraph (a) of this section will be: (i) subject to the limitations referred to in section 6.2 hereof with respect to the survival of the representations and warranties by the Purchaser; and (ii) subject to the limitations referred to in sections 6.4 and 14.4 hereof.

Indemnity by the Shareholders. The Shareholders jointly and severally covenant and agree that they will, subject to the limitations set forth in Section 7.2, indemnify and hold harmless Xxxx, the Corporation and their respective directors, officers and agents and their respective affiliates, successors and assigns from and after the date of this Agreement (the “Xxxx Indemnitees”) against any and all losses, damages, assessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), expenditures, including, without limitation, any Environmental Site Losses (as defined in Section 7.1(b)) (collectively “Losses”) with respect to each of the following (all, the “Indemnity Events”): (a) Any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant (including, if applicable, the Shareholders’ obligation to cause the Escrow Agent to make payments to Xxxx pursuant to Section 1.4 (b) or (c)) on the part of the Shareholders or the Corporation pursuant to the terms of this Agreement or any misrepresentation in or omission from any Exhibit, Schedule, list, certificate, or other instrument furnished or to be furnished to Xxxx pursuant to the terms of this Agreement regardless of whether, in the case of a breach of a representation or a warranty, Xxxx relied on the truth of such representation or warranty or, in the case of a breach of a representation, warranty or covenant, Xxxx had any knowledge of any breach thereof. For purposes of this Section 7.1(a), the representations and warranties of the Shareholders or the Corporation contained in this Agreement shall be deemed to have been made without any qualification as to knowledge or materiality and, accordingly, all references in such representations and warranties to “material,” “materially,” “material adverse effect,” “knowledge of the Corporation or knowledge of the Shareholders” and similar terms and phrases (including, without limitation, references to the dollar thresholds therein) shall be deemed to be deleted therefrom.

Indemnity by the Shareholders. Each Shareholder shall, severally and not jointly, indemnify the Purchaser and its Affiliates and their respective directors, officers, employees and agents (the “Purchaser Indemnified Parties”) and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to: 9.2.1 any incorrectness in or breach of any representation or warranty of such Shareholder contained in this Agreement; 9.2.2 any incorrectness in or breach of any representation or warranty of the Company contained in Article 5; and 9.2.3 any breach or any non-fulfilment of any covenant or agreement on the part of such Shareholder or the Company contained in this Agreement; 9.2.4 any Taxes required to be paid by the Company (and any successor thereto) relating or attributable to (a) any Pre-Closing Period, or (b) the portion of a Straddle Period ending immediately prior to the Closing Date, in each case, except to the extent such Taxes were taken into account in determining the Working Capital or Indebtedness on the Closing Date; 9.2.5 except to the extent such Indebtedness was taken into account in the Closing Date Adjustment, all Indebtedness incurred or accrued in respect of periods prior to the Effective Time; and 9.2.6 all Liabilities arising from the matter described in Section 9.2.6 of the Disclosure Letter. For greater certainty and without limiting the generality of the provisions of Sections 9.2.1 and Section 9.2.2 , the indemnification provided for in Section 9.2.3 through 9.2.6 shall extend to any Damages arising from any act, omission or state of facts that occurred or existed prior to the Effective Time, and whether or not disclosed in any Disclosure Schedule.

Indemnity by the Shareholders. Each of the Shareholders, jointly and ----------------------------- severally, but subject to the limitations set forth in Section 7.2, covenants and agrees that he or she will indemnify and hold harmless United, the Corporation and their respective directors, officers and agents and their respective successors and assigns (the "UNITED INDEMNITEES"), from and after the date of this Agreement, against any and all losses, damages, assessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation), expenditures, including, without limitation, any "Environmental Site Losses" (as such term is hereinafter defined) identified by a United Indemnitee in a Claims Notice (as defined in Section 7.5(a)), or asserted by a United Indemnitee in litigation commenced against the Shareholders provided that in either case any such Claims Notice shall be given or the -------- litigation commenced prior to the expiration of the periods set forth in Section 7.2(c) (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "SHAREHOLDER INDEMNITY EVENTS"):

Indemnity by the Shareholders. Each of the Shareholders, ----------------------------- subject to the limitations set forth in Section 7.2, covenants and agrees that he will indemnify and hold harmless United, the Corporation and their respective directors, officers and agents and their respective successors and assigns (the "United Indemnitees"), from and after the date of this Agreement, against any and all losses, damages, assessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation), expenditures, including, without limitation, any "Environmental Site Losses" (as such term is hereinafter defined) identified by a United Indemnitee in a Claims Notice (as defined in Section 7.3(a)), or asserted by a United Indemnitee in litigation commenced against the Shareholders provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the expiration of the periods set forth in Section 7.2(c) (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "Indemnity Events"): (a) Any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of the Shareholders or the Corporation pursuant to the terms of this Agreement or any misrepresentation in or omission from any Exhibit, Schedule, list, certificate, or other instrument furnished or to be furnished to United pursuant to the terms of this Agreement, regardless of whether, in the case of a breach of a representation or a warranty, United relied on the truth of such representation or warranty or had any knowledge of any breach thereof.

Indemnity by the Shareholders. 34 10.2 LIMITATIONS ON SHAREHOLDERS' INDEMNITIES................................. 35 10.3 NOTICE OF INDEMNITY CLAIM................................................ 36 10.4 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS................... 37 10.5 NO EXHAUSTION OF REMEDIES OR SUBROGATION; RIGHT OF SET OFF............... 37

Indemnity by the Shareholders. The Shareholders shall indemnify and ----------------------------- hold the Company and Purchaser harmless from and against, and shall pay to the Company and Purchaser the full amount of, any loss, claim, damage, liability or expense (including reasonable attorneys' fees but excluding all special, exemplary, punitive and consequential damages) (each, a "Loss") resulting to the Company or Purchaser, either directly or indirectly, from (a) any undisclosed liabilities, contracts or commitments of the Company, including, without limitation, any commitments to existing or former employees, distributors, customers or suppliers; (b) any material inaccuracy in any representation or warranty, or any material breach of any covenant or agreement, by the Company or the Shareholders contained in this Agreement or in any of the Other Documents; and (c) any liability for any fee or commission owed to a broker or finder pursuant to an agreement signed by the Shareholders with respect to the transactions contemplated by this Agreement. For purposes of this Section 10.2, liabilities and other matters shall be "undisclosed" if they are known to Shareholders but not reasonably described in the Financial Statements, the Current Financial Statements or on a Schedule to this Agreement.

Indemnity by the Shareholders. The Shareholders and KCI, jointly and severally, subject to the limitations set forth in Section 10.2, covenant and agree that they will indemnify and hold harmless WCI, the Corporation and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEES"), from and after the Closing Date, against any and all losses, damages, assessments, fines, penalties, adjustments, liabilities, claims, deficiencies, costs, expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation), expenditures, including, without limitation, any Environmental Site Losses (as such term is hereinafter defined) identified by a WCI Indemnitee in a Claims Notice (as defined in Section 10.4(a)), provided that any such Claims Notice shall be given prior to (i) for tax related Claims, the expiration of the third anniversary of the date of filing of the Corporation's federal, and Nebraska income tax returns for the fiscal year ending on the Closing Date, (ii) for all other Claims, the third anniversary of the Closing Date, or (iii) in the case of Fraud (as defined below) prior to ninety (90) days following the expiration of the applicable statute of limitations (irrespective of the date of discovery), with respect to each of the following contingencies (the "

Indemnity by the Shareholders. (a) The Shareholders, jointly and severally, shall indemnify and hold harmless Maxwxxx xxx the Surviving Corporation and the officers, directors, employees, agents, affiliates and representatives of Maxwxxx xxx the Surviving Corporation or any of them (the "Maxwxxx Xxxemnitees") from and against, and shall reimburse the Maxwxxx Xxxemnitees on demand for any loss, liability, damage or expense that the Maxwxxx Xxxemnitees shall incur or suffer, but subject at all times to Section 12.6 hereof (collectively, "Maxwxxx Xxxoverable Losses"), arising out of or resulting from any misrepresentation by the Company or the Principal Shareholders or breach by the Company or the Shareholders or the Principal Shareholders of any (i) representation or warranty contained in Article 2 hereof; (ii) agreement or covenant under or pursuant to this Agreement; or (iii) document, certificate, schedule or instrument delivered by or on behalf of the Company or the Principal Shareholders pursuant hereto. (b) Each Principal Shareholder, severally, and not jointly and severally, agrees to indemnify and hold harmless the Maxwxxx Xxxemnitees from and against Maxwxxx Xxxoverable Losses arising out of or resulting from a breach by such Principal Shareholder of the representations and warranties set forth in Article 3. (c) Nothing in this Section 12.3 shall be interpreted as giving the Maxwxxx Xxxemnitees the right to recover an amount in excess of their Maxwxxx Xxxoverable Losses, notwithstanding their right to elect remedies under this Section 12.3.