Common use of MATTERS COVERED BY INDEMNIFICATION Clause in Contracts

MATTERS COVERED BY INDEMNIFICATION. The Shareholders, jointly and severally, hereby covenant and agree that they shall defend and indemnify Buyer and hold harmless Buyer at all times after the Closing Date from and against and in respect to any and all losses, liabilities, claims, costs (including, without limitation, court costs and reasonable attorneys' fees), damages, expenses or deficiencies arising out of or due to: (a) Any breach of any representation, warranty or any agreement, covenant or obligation on the part of Kadoka or the Shareholders made in this Agreement; (b) All Taxes of the Shareholders or of Kadoka attributable to any period which ends prior to or on the Closing Date to the extent such liability was not fully accrued for in the Kadoka Financial Statements or Closing Balance Sheet or is attributable to the exchange of shares of C&P Cellular, Inc. for shares of CommNet Cellular, Inc.; (c) Any undisclosed liability of Kadoka; (d) Any actions, suits, proceedings, costs, expenses and legal fees incident to any of the foregoing items listed under this Section 6. 1. Liability shall arise pursuant to the foregoing indemnity obligations only if the losses, liabilities, claims, costs, damages, expenses or deficiencies arising therefrom exceed in the aggregate $30,000 (the "Minimum Amount"). If such claims exceed the Minimum Amount, the Shareholders shall indemnify Buyer for the full amount of the claims pursuant to this section.

MATTERS COVERED BY INDEMNIFICATION. The Shareholders, jointly Seller hereby covenants and severally, hereby covenant and agree agrees that they it shall defend and indemnify Buyer and hold harmless Buyer at all times after the Closing Date from and against and in respect to any and all losses, liabilities, claims, costs (including, without limitation, court costs and reasonable attorneys' fees), damages, expenses or deficiencies arising out of or due to: : (a) Any breach of any representation, warranty or any agreement, covenant or obligation on the part of Kadoka or the Shareholders Seller made in this Agreement; ; (b) All Taxes Any transaction, occurrence, action or omission in connection with the operation of the Shareholders VIP Division on or of Kadoka attributable to any period which ends prior to or on before the Closing Date to the extent such liability was not fully accrued for in the Kadoka Financial Statements Date; or Closing Balance Sheet or is attributable to the exchange of shares of C&P Cellular, Inc. for shares of CommNet Cellular, Inc.; (c) Any undisclosed liability of Kadoka; (d) Any actions, suits, proceedings, costs, expenses and legal fees incident to claim against any of the foregoing items listed under this Section 6. 1Purchased Assets hereunder as a result of acts or omissions occurring on or before the Closing Date. Liability shall arise pursuant to the foregoing indemnity obligations only if the losses, liabilities, claims, costs, damages, expenses or deficiencies arising therefrom exceed in the aggregate $30,000 10,000 (the "Minimum AmountMINIMUM AMOUNT"). If such claims exceed the Minimum Amount, the Shareholders Seller shall indemnify Buyer for the full any amount of the claims in excess of the Minimum Amount; provided, however, Seller's total obligation to indemnify Buyer pursuant to this sectionArticle 7 shall not exceed the Purchase Price.

MATTERS COVERED BY INDEMNIFICATION. The ShareholdersShareholders and Xxxxxxx X. Xxxxxx, Xx., jointly and severally, hereby covenant and agree that they shall defend and indemnify Buyer and hold harmless Buyer at all times after the Closing Date from and against and in respect to any and all losses, liabilities, claims, costs (including, without limitation, court costs and reasonable attorneys' fees), damages, expenses or deficiencies arising out of or due to: (a) Any breach of any representation, warranty or any agreement, covenant or obligation on the part of Kadoka or WMW, the Shareholders or Xxxxxxx X. Xxxxxx, Xx. made in this Agreement; (b) All Taxes of the Shareholders Shareholders, Xxxxxxx X. Xxxxxx, Xx. or of Kadoka WMW attributable to any period which ends prior to or on the Closing Date to the extent such liability was not fully accrued for in the Kadoka WMW Financial Statements or Closing Balance Sheet or is attributable to the exchange of shares of C&P Cellular, Inc. for shares of CommNet Cellular, Inc.Sheet; (c) Any undisclosed liability of KadokaWMW; (d) Any actions, suits, proceedings, costs, expenses and legal fees incident to any of the foregoing items listed under this Section 6. 1. Liability shall arise pursuant to the foregoing indemnity obligations only if the losses, liabilities, claims, costs, damages, expenses or deficiencies arising therefrom exceed in the aggregate $30,000 25,000 (the "Minimum Amount"), and only with respect to such amount in excess thereof. For purposes of determining the Minimum Amount, such amount shall include the losses, liabilities, claims, costs, damages, expenses or deficiencies arising under the agreements of Shareholders and Xxxxxxx X. Xxxxxx, Xx. with Buyer to sell their shares of Union Telephone Company and shares of Armour Independent Telephone Co., as well as this transaction. If such claims exceed the Minimum Amount, the Shareholders and Xxxxxxx X. Xxxxxx, Xx. shall indemnify Buyer for the full excess amount of the claims pursuant to this or section; provided, however, that the Shareholders' and Xxxxxxx X. Xxxxxx'x total obligations to indemnify Buyer pursuant to this Article 6 shall not exceed the lesser of: (i) $600,000, or (ii) $600,000 minus any indemnification payments (including payment by set off) made by Shareholders and Xxxxxxx X. Xxxxxx, Xx. to Buyer pursuant to Shareholders and Xxxxxxx X. Xxxxxx'x agreements with Buyer to sell their shares of Union Telephone Company and shares of Armour Independent Telephone Co. (the "Maximum Amount").