Common use of Mutual Indemnification for Breaches of Covenants and Warranty, etc Clause in Contracts

Mutual Indemnification for Breaches of Covenants and Warranty, etc. The Vendors jointly and severally covenant and agree with the Purchaser, and the Purchaser covenants and agrees with each of the Vendors (the Party or Parties so covenanting and agreeing to indemnify another Party being referred to as the "Indemnifying Party" and the Party so to be indemnified being referred to as the "Indemnified Party") to indemnify and save harmless, on an after-tax basis, the Indemnified Party effective as and from the Closing Time, from and against all Claims that may be made or brought against the Indemnified Party, or that it may suffer or incur, directly or indirectly as a result of or in connection with any non-fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement or in any certificate or other document furnished by the Indemnifying Party pursuant to this Agreement. The foregoing obligation of indemnification shall be subject to: (a) the requirement that the Indemnifying Party shall, in respect of any Claim made by any third person, be afforded an opportunity at its sole expense to resist, defend and compromise such Claim; (b) the limitation that, for Claims made in connection with any representation or warranty contained in Article 4 or 5, the Indemnifying Party shall not be required to pay any such amount until the aggregate amount of such Claims exceeds $10,000 and upon the aggregate amount of such Claims exceeding $10,000, the Indemnifying Party shall be required to pay the amount owing in respect of all such Claims including the $10,000; and (c) the limitation that, for Claims made in connection with any representation or warranty contained in Article 4 or 5, the Vendors in the aggregate, on the one hand, and the Purchaser, on the other hand, shall not be required to pay any amount in excess of the Purchase Price.

Mutual Indemnification for Breaches of Covenants and Warranty, etc. The Vendors jointly and severally covenant and agree with the Purchaser, Corporation and the Purchaser covenants and agrees with each of the Vendors agree (the Party or Parties so covenanting and agreeing to indemnify another Party being referred to as the "Indemnifying Party" and the Party so to be indemnified being referred to as the "Indemnified Party") to indemnify and save harmless, on an after-tax basis, the Indemnified Party effective as and from the Closing Time, from and against all Claims that may be made or brought against the Indemnified Party, or that it may suffer or incur, directly or indirectly as a result of or in connection with any non-fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement or in any certificate or other document furnished by the Indemnifying Party pursuant to this Agreement. The foregoing obligation obligations of indemnification shall be subject toto the following procedures and limitations: (a) In case an Indemnifying Party shall object in writing to any claim or claims for indemnification, the Indemnified Party and the Indemnifying Party shall attempt in good faith for fifteen (15) days to agree upon the rights of the respective parties with respect to each of such claims. (b) If no agreement can be reached after good faith negotiation during such fifteen (15)-day period, either the Indemnified Party or the Indemnifying Party may, by written notice to the other party, demand submission of the matter to arbitration or to some other mutually-agreeable form of alternative dispute resolution (together or in the alternative, "ADR") to take place in Ottawa, Ontario. Unless the parties mutually agree in writing to some alternative form of ADR, arbitration of the matter shall be conducted in accordance with the commercial rules then in effect of the Canadian Arbitration Association (except as otherwise specified in this Section 10.1 and except for those rules which require using the American Arbitration Association) using an arbitrator who is an experienced commercial litigator and admitted before the bar of any state of the United States. The dispute shall be determined by one (1) arbitrator acceptable to both parties, which arbitrator shall be selected within twenty (20) days of filing by a party of notice of intention to arbitrate. If, by the end of said twenty (20) day period, the parties have not agreed on one (1) arbitrator to be acceptable, then either party may request the American Arbitration Association to appoint the arbitrator pursuant to this Section 10.1 and the commercial rules then in effect of the American Arbitration Association. Arbitrators shall be compensated for their services at the standard hourly rate charged in their private professional activities. The parties acknowledge that the federal and state courts situated in Connecticut shall have jurisdiction and venue over the parties for the purpose of enforcing this Section 10. 1. The United States Federal Rules of Civil Procedure shall apply with respect to any arbitration hereunder, and to the extent practicable any hearing with respect to a single matter shall be held on consecutive hearing days. The arbitrator(s) shall follow substantive rules of law and shall make its award in strict conformity with this Agreement. All parties agree to be bound by the results of this arbitration; judgement upon the award so rendered may be entered and enforced in any court of competent jurisdiction, subject to Section 10.1(e). (c) the requirement that the Indemnifying Party shall, in respect of any Claim made by any third person, be afforded an opportunity at its sole expense to resist, defend and compromise such Claim; (bd) the limitation that, for any Claims made in connection with any representation or warranty contained in Article 4 or 5hereunder, the Indemnifying Party shall not be required to pay any such amount until the aggregate amount of such Claims exceeds $10,000 50,000 and upon then only to the aggregate amount of extent such Claims exceeding exceed $10,000, the Indemnifying Party shall be required to pay the amount owing in respect of all such Claims including the $10,000; and50,000; (ce) the limitation that, for Claims made in connection with any representation or warranty contained in Sections 4.1, 4.2, 4.3, 4.4 and 4.5 and/or Article 4 or 5, the Vendors Corporation and the 6FigureJobs Stockholders in the aggregate, on the one hand, and the Purchaser, on the other hand, shall not not, absent fraud, be required to pay any amount in excess of the Purchase Price, as further set forth in Section 10.4; (f) the limitation that, for Claims made in connection with any representation or warranty contained in Article 4, other than those made in Sections 4.1, 4.2, 4.3, 4.4 and 4.5, the aggregate liability of the Corporation and the 6FigureJobs Stockholders for such Claims will not exceed, absent fraud, the Escrow Shares plus $500,000, as further set forth in Section 10.4; (g) the indemnification rights set forth in this Article 10 shall be the sole and exclusive remedy of the Indemnified Party, and is in lieu of any other claim or right that the Indemnified Party may otherwise have under applicable law or otherwise and the liability of any 6FigureJobs Stockholder or Optionholder for indemnification claims hereunder shall be several and not joint; and (h) for all purposes of this Article 10, the Shareholder Representative shall act on behalf of the Corporation in administering Claims by the Purchaser, including, without limitation, for purposes of determining whether to dispute that the Corporation is in fact liable under this Article 10 for a Claim asserted by the Purchaser, determining whether to assume the defense of third party claims, and administering the Escrow Agreement for the benefit of the 6FigureJobs Stockholders and Optionholders.

Mutual Indemnification for Breaches of Covenants and Warranty, etc. The Vendors jointly Corporation covenants and severally covenant and agree agrees with the Purchaser, and the Purchaser covenants and agrees with each of the Vendors Icarian Stockholders (the Party or Parties so covenanting and agreeing to indemnify another Party being referred to as the "Indemnifying Party" and the Party so to be indemnified being referred to as the "Indemnified Party") to indemnify and save harmless, on an after-tax basis, the Indemnified Party effective as and from the Closing Time, from and against all Claims that may be made or brought against the Indemnified Party, or that it may suffer or incur, directly or indirectly as a result of or in connection with any non-fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement or in (including any certificate or other document furnished by the Indemnifying Party pursuant to this Agreement. The foregoing obligation of indemnification shall be subject to:exhibits and schedules thereto): (a) In case an Indemnifying Party shall object in writing to any claim or claims for indemnification, the Indemnified Party and the Indemnifying Party shall attempt in good faith for fifteen (15) days to agree upon the rights of the respective parties with respect to each of such claims. (b) If no agreement can be reached after good faith negotiation during such fifteen (15) day period, either the Indemnified Party or the Indemnifying Party may, by written notice to the other party, demand submission of the matter to arbitration or to some other mutually-agreeable form of alternative dispute resolution (together or in the alternative, "ADR") to take place in Chicago, Illinois, United States. Unless the parties mutually agree in writing to some alternative form of ADR, arbitration of the matter shall be conducted in accordance with the commercial rules then in effect of the American Arbitration Association using an arbitrator who is an experienced commercial litigator and admitted before the bar of California, Illinois or New York. The dispute shall be determined by one (1) arbitrator acceptable to both parties, which arbitrator shall be selected within twenty (20) days of filing by a party of notice of intention to arbitrate. If, by the end of said twenty (20) day period, the parties have not agreed on one (1) arbitrator to be acceptable, then either party may request the American Arbitration Association to appoint the arbitrator pursuant to this Section 10.1 and the commercial rules then in effect of the American Arbitration Association. Arbitrators shall be compensated for their services at the standard hourly rate charged in their private professional activities. The parties acknowledge that the federal and state courts situated in California shall have jurisdiction and venue over the parties for the purpose of enforcing this Section 10. 1. The United States Federal Rules of Civil Procedure shall apply with respect to any arbitration hereunder, and to the extent practicable any hearing with respect to a single matter shall be held on consecutive hearing days. The arbitrator(s) shall follow substantive rules of law and shall make its award in strict conformity with this Agreement. All parties agree to be bound by the results of this arbitration; judgement upon the award so rendered may be entered and enforced in any court of competent jurisdiction. (c) the foregoing indemnity shall be subject to the requirement that the Indemnifying Party shall, in respect of any Claim made by any third person, be afforded an opportunity at its sole expense to resist, defend and compromise such Claim; (bd) the foregoing indemnity shall be subject to the limitation that, for any Claims made in connection with any representation or warranty contained in Article 4 or 5hereunder, the Indemnifying Party shall not be required to pay any such amount until the aggregate amount of such Claims exceeds $10,000 100,000 and upon the aggregate amount of such Claims exceeding $10,000, then the Indemnifying Party shall be required to pay the amount owing in respect of all such Claims including the $10,000; andfull amount; (ce) the foregoing indemnity shall be subject to the limitation that, for Claims made in connection with any representation or warranty contained in Article 4 or 5, the Vendors in the aggregatePurchaser shall not, on the one handabsent fraud, and the Purchaser, on the other hand, shall not be required to pay any amount in excess of the Purchase Pricevalue of the Escrow Shares based on the Merger Price Per Share; (f) the foregoing indemnity shall be subject to the limitation that, for Claims made in connection with any representation or warranty contained in Article 4, the aggregate liability of the Corporation and the Icarian Stockholders for such Claims will not exceed, absent fraud, the Escrow Shares; (g) the indemnification rights set forth in this Article 10 shall be the sole and exclusive remedy of the Indemnified Party, and are in lieu of any other claim or right that the Indemnified Party may otherwise have under applicable law or otherwise and the liability of any Icarian Stockholder for indemnification claims hereunder shall be several and not joint; (h) in no event shall any Icarian Stockholder who has not received any Exchange Shares pursuant to the Distribution Mechanism as described in Section 2.6 be liable for any indemnification claims hereunder; and (i) for all purposes of this Article 10, the Stockholder Representative shall act on behalf of the Icarian Stockholders in administering Claims by the Purchaser, including, without limitation, for purposes of determining whether to dispute that the Icarian Stockholders are in fact liable under this Article 10 for a Claim asserted by the Purchaser, determining whether to assume the defense of third party claims, and administering the Escrow Agreement for the benefit of the Icarian Stockholders.

Mutual Indemnification for Breaches of Covenants and Warranty, etc. The Vendors jointly and severally covenant and agree with the Purchaser, Corporation and the Purchaser covenants and agrees with each of the Vendors agree (the Party or Parties so covenanting and agreeing to indemnify another Party being referred to as the "Indemnifying Party" and the Party so to be indemnified being referred to as the "Indemnified Party") to indemnify and save harmless, on an after-tax basis, the Indemnified Party effective as and from the Closing Time, from and against all Claims that may be made or brought against the Indemnified Party, or that it may suffer or incur, directly or indirectly as a result of or in connection with any non-fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement or in any certificate or other document furnished by the Indemnifying Party pursuant to this Agreement. The foregoing obligation of indemnification shall be subject to: (a) the requirement that the Indemnifying Party shall, in respect of any Claim made by any third person, be afforded an opportunity at its sole expense to resist, defend and compromise such Claim; (b) the limitation that, for Claims made in connection with any representation or warranty contained in Article 4 or 5, the Indemnifying Party shall not be required to pay any such amount until the aggregate amount of such Claims exceeds $10,000 and upon the aggregate amount of such Claims exceeding $10,000, the Indemnifying Party shall be required to pay the amount owing in respect of all such Claims including the $10,000; and, (c) the limitation that, for Claims made in connection with any representation or warranty contained in Sections 4.1, 4.2, 4.3, 4.4 and 4.5 and/or Article 4 or 5, the Vendors Corporation and the RezLogic Stockholders in the aggregate, on the one hand, and the Purchaser, on the other hand, shall not not, absent fraud, be required to pay any amount in excess of the Purchase Price; and (d) the limitation that, for Claims made in connection with any representation or warranty contained in Article 4, other than those made in Sections 4.1, 4.2, 4.3, 4.4 and 4.5, the aggregate liability of the Corporation and the RezLogic Stockholders for such Claims will not exceed, absent fraud, the Escrow Shares plus $600,000.