Common use of Indemnity by the Shareholders Clause in Contracts

Indemnity by the Shareholders. The Shareholders, jointly and severally, subject to the limitations set forth in Section 7.2, covenant and agree that they will indemnify and hold harmless WCI, the Surviving Corporation and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI 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 WCI Indemnitee in a Claims Notice (as defined in Section 7.3(a)), or asserted by a WCI 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 third anniversary of this Agreement (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "7.1 INDEMNITY EVENTS"):

Indemnity by the Shareholders. The Subject to the Purchaser being in ----------------------------- material compliance with its obligations under Section 1.4, the Shareholders, jointly and severally, subject to the limitations set forth in Section 7.2, jointly and severally, covenant and agree that they will indemnify and hold harmless WCIUnited, the Surviving Corporation BNR Group and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEESUnited Indemnitees"), from and after the date of this Agreement 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 LOSSESEnvironmental Site Losses" (as such term is hereinafter defined) identified by a WCI United Indemnitee in a Claims Notice (as defined in Section 7.3(a)), or asserted by a WCI United Indemnitee in litigation commenced against the Shareholders a Shareholder provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the third anniversary expiration of this Agreement 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 "7.1 INDEMNITY EVENTSIndemnity Events"):

Indemnity by the Shareholders. The Each of the Shareholders, jointly and severally, subject to the limitations set forth in Section 7.2, covenant covenants and agree agrees that they he or she will indemnify and hold harmless WCI, the Surviving Corporation and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEES"), from and after the date of this Agreement and until the third anniversary of 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 7.3(a)), or asserted by a WCI 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 earlier of the third anniversary of this Agreement or the expiration of the applicable statute of limitations (irrespective of the date of discovery), with respect to each of the following contingencies (all, the "7.1 INDEMNITY EVENTS"):

Indemnity by the Shareholders. The ShareholdersShareholders other than the ESOP, ----------------------------- jointly and severally, subject to the limitations set forth in Section 7.2, covenant and agree that they will indemnify and hold harmless WCIUnited, the Surviving Corporation and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEESUnited Indemnitees"), from and after the date of this Agreement 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 LOSSESEnvironmental Site Losses" (as such term is hereinafter defined) identified by a WCI United Indemnitee in a Claims Notice (as defined in Section 7.3(a)), or asserted by a WCI United Indemnitee in litigation commenced against the Shareholders other than the ESOP provided that in either case any -------- such Claims Notice shall be given or the litigation commenced prior to the third anniversary of this Agreement (irrespective expiration of the date of discovery), with respect to each of the following contingencies (all, the "7.1 INDEMNITY EVENTS"):periods set forth in

Indemnity by the Shareholders. The Shareholders, jointly and ----------------------------- severally, subject to the limitations set forth in Section 7.2, covenant and agree that they will indemnify and hold harmless WCIUnited, the Surviving Corporation Corporations and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEESUnited Indemnitees"), from and after the date of this Agreement 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 LOSSESEnvironmental Site Losses" (as such term is hereinafter defined) identified by a WCI United Indemnitee in a Claims Notice (as defined in Section 7.3(a)), or asserted by a WCI 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 third anniversary expiration of this Agreement 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 "7.1 INDEMNITY EVENTSIndemnity Events"):

Indemnity by the Shareholders. The Shareholders, jointly and severally, subject to the limitations set forth in Section 7.210.2, covenant and agree that they will indemnify and hold harmless WCI, the Surviving Corporation and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEES"), from and after the date of this Agreement 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" Environmental Site Losses (as such term is hereinafter defined) identified by a WCI Indemnitee in a Claims Notice (as defined in Section 7.3(a10.3(a)), or asserted by a WCI Indemnitee in litigation commenced against the Shareholders Shareholders; provided that in either case any such Claims Notice shall be given or the litigation commenced prior to the third expiration of the second anniversary of this Agreement the Closing Date or, in the case of Fraud (as defined below) or any Claims based on the breach of any of the Absolute Covenants (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 (all, the "7.1 10.1 INDEMNITY EVENTS"):

Indemnity by the Shareholders. The Each of the Shareholders, jointly and ----------------------------- severally, but subject to the limitations set forth in Section 7.2, covenant covenants and agree agrees that they he or she will indemnify and hold harmless WCIUnited, the Surviving Corporation and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI UNITED INDEMNITEES"), from and after the date of this Agreement 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 LOSSESEnvironmental Site Losses" (as such term is hereinafter defined) identified by a WCI United Indemnitee in a Claims Notice (as defined in Section 7.3(a7.5(a)), or asserted by a WCI 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 third anniversary expiration of this Agreement 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 "7.1 SHAREHOLDER INDEMNITY EVENTS"):

Indemnity by the Shareholders. The Each of the Shareholders, jointly and severally, ----------------------------- subject to the limitations set forth in Section 7.2, covenant covenants and agree agrees that they he will indemnify and hold harmless WCIUnited, the Surviving Corporation and their respective directors, officers and agents and their respective successors and assigns (collectively the "WCI INDEMNITEESUnited Indemnitees"), from and after the date of this Agreement 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 LOSSESEnvironmental Site Losses" (as such term is hereinafter defined) identified by a WCI United Indemnitee in a Claims Notice (as defined in Section 7.3(a)), or asserted by a WCI 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 third anniversary expiration of this Agreement 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 "7.1 INDEMNITY EVENTSIndemnity Events"):