Common use of Shareholders' Indemnity Clause in Contracts

Shareholders' Indemnity. Subject to the provisions of Section 14.3, the Shareholders shall indemnify, defend, and protect USCC and its officers, directors, shareholders, employees and agents (collectively, the "USCC Indemnified Parties") and shall hold the USCC Indemnified Parties harmless from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, and reasonable attorneys' fees, that the USCC Indemnified Parties may incur or suffer which arise from or relate to (a) any breach or failure by the Shareholders to perform any of their representations, warranties, covenants or agreements in this Agreement, or (b) any liability to any person or entity accruing or arising prior to the Closing Date and relating to or resulting from the Company or the operation of the business of the Company prior to the Closing Date other than those arising in the ordinary course of business to the extent that such liabilities or other obligations were incurred in creating work in progress, accounts receivable or other assets for the Company. The Shareholders' liability hereunder shall be in proportion to, and shall not exceed, the number of Preferred USCC Shares each receives from this transaction. The USCC Indemnified Parties shall promptly notify the Shareholders of any matter to which the Shareholders' indemnification obligations would apply, and shall give the Shareholders a reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided that the USCC Indemnified Parties shall at all times also have the right to fully participate in the defense at their own expense. If the Shareholders shall, within a reasonable time after such notice, fail to defend, the USCC Indemnified Parties shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle such matter on behalf, for the account, and at the risk of the USCC Indemnified Parties.

Shareholders' Indemnity. Subject to the provisions of Section 14.3Sections 9.02(d)-(j), 9.03 and 9.04 hereof and the next sentence, the Shareholders (on a several, and not on a joint and several basis, based upon such Shareholders’ Allocable Portion set forth on the Shareholders Schedule attached hereto (the “Allocable Portion”)) shall indemnify, defenddefend and hold harmless the Buyer, the Company and protect USCC and its their respective officers, directors, employees, Affiliates, shareholders, employees representatives and agents (collectively, the "USCC “Buyer Indemnified Parties"”) and shall hold the USCC Indemnified Parties harmless from and against any actual loss, liability, obligation, damage, cost or expense (including without limitation reasonable legal fees and expenses and all demands, claims, demandsactions, lossescosts of investigation, costscauses of action, expensesproceedings, obligationsarbitrations, liabilitiesjudgments, damagessettlements and assessments, recoveries whether or not ultimately determined to be valid) (collectively, “Losses” and deficienciesindividually, including interesta “Loss”) which the Buyer Indemnified Party suffers, penalties, and reasonable attorneys' fees, that the USCC Indemnified Parties may incur sustains or suffer which arise from or relate becomes subject to as a result of (ai) any breach or failure by the Shareholders to perform of any covenant of their representations, warranties, covenants or agreements in this Agreement, or (b) any liability to any person or entity accruing or arising prior to the Closing Date and relating to or resulting from the Company or the operation any of the business Shareholders set forth herein, (ii) any breach of any of the representations and warranties of the Shareholders and/or the Company prior to set forth in Article 4 hereof and as restated in any certificate delivered by the Closing Date other than those arising in Company and/or the ordinary course of business Shareholders at the Closing, and (iii) any Transaction Expenses, to the extent that such liabilities or other obligations were incurred not paid in creating work in progress, accounts receivable or other assets for accordance with Section 1.02(b)(iv) hereof. Notwithstanding anything herein to the Company. The Shareholders' liability hereunder shall be in proportion to, and shall not exceed, contrary: (1) the number of Preferred USCC Shares each receives from this transaction. The USCC Buyer Indemnified Parties shall promptly notify not be entitled to seek indemnification with respect to any Loss, unless and until the Shareholders amount of any matter single incident or group of related incidents of Loss suffered by the Buyer Indemnified Parties exceeds $10,000 (the “Threshold”), and then only to the extent the aggregate amount of all Losses exceeding the Threshold exceeds $1,000,000 (the “Deductible Amount”) in the aggregate; and (2) the aggregate amount of all payments to which the Shareholders' indemnification obligations would apply, and shall give the Shareholders a reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided that the USCC Buyer Indemnified Parties shall at all times also have be entitled to receive in satisfaction of claims for indemnification pursuant to this Section 9.02(a) shall in no event exceed $20,000,000 (the right “Cap”); provided, however, that neither the Deductible Amount nor the Cap nor the time limitation set forth in Section 9.02(d) below shall apply with respect to fully participate any Transactional Expenses, to the extent not paid in accordance with Section 1.02(b)(iv) hereof, to any claim for income taxes pursuant to Section 9.3(b) hereof, to any claim in the defense at their own expense. If nature of fraud, or to any claim under the Shareholders shall, within a reasonable time after such notice, fail to defend, the USCC Indemnified Parties shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle such matter on behalf, for the account, and at the risk last sentence of the USCC Indemnified PartiesSection 4.05(c) hereof.

Shareholders' Indemnity. Subject to the provisions of limitations set forth in Section 14.311.2(b), the Shareholders shall indemnify, defend, will indemnify and protect USCC hold harmless IVG and its the Surviving Corporation and their respective officers, directors, shareholdersagents and employees, employees and agents each person, if any, who controls or may control IVG and the Surviving Corporation (collectively, the hereinafter in this Section 11.2 referred to individually as an "USCC Indemnified PartiesINDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") and shall hold the USCC Indemnified Parties harmless from and against any and all claims, demands, actions, causes of action, losses, costs, expenses, obligations, liabilities, damages, liabilities and expenses including, without limitation, reasonable legal fees, net of any recoveries under insurance policies or tax savings known to such Indemnified Persons at the time of making of claim hereunder, arising out of any (i) Tax liability (including interest and deficiencies, including interest, penalties, if any) owed by Cheyenne, SES, its Subsidiaries or other affiliates incurred or accrued on or prior to the Effective Time, whether or not specified on SCHEDULE 4.8; (ii) misrepresentation or breach of or default in connection with any of the representations, warranties and reasonable attorneys' feescovenants given or made by Cheyenne, that SES or the USCC Indemnified Parties may incur Shareholders in this Agreement or suffer which arise from any certificate, document or relate to (a) any breach instrument delivered by or failure on behalf of Cheyenne, SES or by the Shareholders to perform any of their representations, warranties, covenants or agreements in this Agreement, or pursuant hereto; (biii) any liability to any person of Cheyenne arising on or entity accruing or arising prior to the Closing Date and relating to (except for the Assumed Liabilities); (iv) any liability based on, arising out of, or resulting from the Company Excluded Assets; and (v) any liability to or monies paid after the operation Closing, directly or indirectly, to or for the benefit of the business Xxxx Xxxxxxx, II or Xxxxx Xxxxxxxxxx, or relating to any preferred stock of the Company SES outstanding prior to the Closing Date other than those arising (the foregoing items are hereafter in the ordinary course of business this Section 11.2 referred to the extent that such liabilities or other obligations were incurred in creating work in progress, accounts receivable or other assets for the Company. The Shareholders' liability hereunder shall be in proportion to, and shall not exceed, the number of Preferred USCC Shares each receives from this transaction. The USCC Indemnified Parties shall promptly notify the Shareholders of any matter to which the Shareholders' indemnification obligations would apply, and shall give the Shareholders a reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided that the USCC Indemnified Parties shall at all times also have the right to fully participate in the defense at their own expense. If the Shareholders shall, within a reasonable time after such notice, fail to defend, the USCC Indemnified Parties shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle such matter on behalf, for the account, and at the risk of the USCC Indemnified Partiesas "IVG DAMAGES").

Shareholders' Indemnity. Subject (a) The Shareholders shall, severally with respect to himself or herself only and not with respect to any other Shareholder, indemnify and hold Buyer and its Affiliates (including, following the provisions of Section 14.3Closing, the Shareholders shall indemnify, defend, and protect USCC Company and its Subsidiary) and their respective officers, directors, employees, shareholders, employees agents and agents representatives (collectively, the "USCC “Buyer Indemnified Parties"”) harmless from and against, and defend promptly the Buyer Indemnified Parties from and reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, expenses, Taxes, liabilities, obligations or Actions of any kind, including reasonable attorneys’ fees and other reasonable legal costs and expenses (hereinafter referred to collectively as “Losses”), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with any breach or inaccuracy of any of the representations and warranties made by the Shareholders in Article III; provided, however, that for purposes of determining the amount of Losses subject to indemnification under this Article IX, such representations and warranties shall be construed as if they were not qualified by the terms “material” or “Material Adverse Effect” or other terms of similar import or effect. (b) The Shareholders shall, jointly and severally, indemnify and hold the USCC Buyer Indemnified Parties harmless from and against against, and defend promptly the Buyer Indemnified Parties from and reimburse the Buyer Indemnified Parties for, any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, and reasonable attorneys' fees, Losses that the USCC Buyer Indemnified Parties may incur at any time suffer or suffer which arise from incur, or relate to become subject to, as a result of or in connection with: (ai) any breach or failure inaccuracy of any of the representations and warranties made by the Company and the Shareholders in Article IV or any other agreement or instrument delivered by the Company or the Shareholders, as applicable, pursuant hereto; provided, however, that, for purposes of determining the amount of Losses subject to perform indemnification under this Article IX, such representations and warranties shall be construed as if they were not qualified by the terms “material” or “Material Adverse Effect” or other terms of similar import or effect; (ii) any failure of the Company or the Shareholders, as applicable, to carry out, perform, satisfy and discharge any of their representationscovenants, warrantiesagreements, covenants undertakings, liabilities or obligations under this Agreement or under any of the agreements in and instruments delivered by the Company or the Shareholders pursuant to this Agreement; (iii) any Indebtedness or Transaction Expenses of the Company and its Subsidiary not satisfied at the Closing pursuant to Sections 2.2(b)(ii) and 2.2(b)(iii), respectively; (iv) the operation of the Business by the Company or its Subsidiary and any of their respective current or former employees, directors or shareholders prior to the Closing; (A) any Release of, off-site shipment of, or any exposure of any person to any Hazardous Substance at, on, in, to, from or under the Property that occurred on or before the Closing Date, regardless of whether known or unknown at the Closing Date, including the subsequent migration of such Hazardous Substance from the Property and other ongoing Releases, (B) any environmental fact or condition that occurred or existed on or before the Closing Date, whether known or unknown at the Closing Date for which the Company or its Subsidiary thereof is liable, (C) any violation of Environmental Law or Environmental Permit by the Shareholders, the Company or its Subsidiary or the Business that occurred on or before the Closing Date, whether known or unknown at the Closing Date, or (bD) any liability Action by any Person initiated or asserted in response to (A) through (C) above, known or unknown at the Closing Date; (vi) any person Taxes with respect to the Company or entity accruing its Subsidiary for any Pre-Closing Tax Periods; (vii) any Shortfall Deficit pursuant to Section 2.4(d); (viii) any claims by former holders of equity or debt securities in the Company or its Subsidiary prior to the Closing; and (ix) any claims for indemnification by current or former directors or officers of the Company or its Subsidiary or other Persons entitled to indemnification from the Company or its Subsidiary (or any of their respective predecessors) arising from their services as a director, officer, employee or agent of the Company or its Subsidiary prior to the Closing Date and relating to or resulting from under the organizational documents of the Company or the operation of the business of the Company prior to the Closing Date its Subsidiary, under any other than those arising in the ordinary course of business to the extent that such liabilities Contract or other obligations were incurred in creating work in progress, accounts receivable or other assets for the Company. by Law. (c) The Shareholders' liability hereunder shall be in proportion to, and shall not exceed, the number of Preferred USCC Shares each receives from this transaction. The USCC Indemnified Parties shall promptly notify the Shareholders of any matter to which the Shareholders' indemnification obligations would apply, and shall give the Shareholders a reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided that the USCC Indemnified Parties shall at all times also have the right to fully participate in the defense at their own expense. If the Shareholders shall, within a reasonable time after such notice, fail to defend, the USCC Buyer Indemnified Parties shall have the rightright to be indemnified, but held harmless from, defended and reimbursed under Sections 9.2(a) and 9.2(b) only if such right is asserted (whether or not such Losses have actually been incurred) on or before the obligationrespective dates set forth below, after which such right to undertake indemnification shall terminate subject to the defense offinal sentence of Section 9.1: Sections 9.2(a) and 9.2(b)(i) with respect to Fundamental Representations (other than Section 4.16 (Tax Matters)) and Sections 9.2(b)(ii), 9.2(b)(iii) and to compromise or settle such matter on behalf, for the account, and at the risk of the USCC Indemnified Parties9.2(b)(vi) through 9.2(b)(ix).. No time limitation.

Shareholders' Indemnity. Subject to the provisions of Section 14.3, the Shareholders shall hereby indemnify, defenddefend and hold harmless Buyer from and against, and protect USCC and its officersin respect to, directors, shareholders, employees and agents (collectively, the "USCC Indemnified Parties") and shall hold the USCC Indemnified Parties harmless from and against any and all claimslosses, demands, lossesexpenses, costs, expenses, obligations, liabilities, damages, recoveries liabilities and deficiencies, damages including interest, penalties, penalties and reasonable attorneys' feesfees and expenses, that the USCC Indemnified Parties Buyer may incur by reason of Shareholders' or suffer which arise from or relate to (a) any Corporation's breach of or failure by the Shareholders or Corporation to perform perform, any of their representations, warranties, commitments, covenants or agreements in this Agreement, or including any exhibit hereto. Shareholders further indemnify and hold Buyer and Corporation harmless from: (bi) any liability and all costs or expenses related to any person or entity accruing or arising Corporation's compliance with foreign, federal, state, and local tax laws for periods of time prior to the Closing Date including, but not limited to, paying all taxes when and relating as requested to do so by Buyer (the "Tax Indemnity") and (ii) any and all costs or resulting from expenses of whatsoever type or kind (including tax liability inclusive of interest and penalties) related to those certain unresolved accounting issues disclosed in Schedule 2.7, notwithstanding their disclosure in such Schedule 2.7 (collectively, the Company or the operation "GAAP Exceptions"), provided, however, Shareholders shall have no liability arising out of the business exercise of stock options including no effect on the Company prior to the Closing Date other than those arising in the ordinary course of business to the extent that such liabilities or other obligations were incurred in creating work in progress, accounts receivable or other assets for the CompanyEarnout Payment. The Shareholders' liability of Shareholders hereunder shall be in proportion tojoint and several with the following exceptions: (i) Except as noted herein, Siegxx, Xxzell and Lauderdale shall not exceed, only be liable up to the number amount of Preferred USCC Shares each receives from this transaction. The USCC Indemnified Parties shall promptly notify the Shareholders their pro rata Shareholder interest as set forth on Schedule 1.2 (A-2) for indemnification and damages arising out of breaches of any matter representation and warranty by Shareholders or any other damages attributable to which the Shareholders' indemnification obligations would apply, and shall give the Shareholders a reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided that the USCC Indemnified Parties shall at all times also have the right to fully participate in the defense at their own expense. If the Shareholders shall, within a reasonable time after such notice, fail to defend, the USCC Indemnified Parties shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle such matter on behalf, for the account, and at the risk arising out of the USCC Indemnified PartiesAgreement that would result in a reduction of the Purchase Price or Earnout Payments; (ii) Each Shareholder's liability for damages attributable to a misrepresentation or breach by said Shareholder of the representations and warranties set forth in Sections 2.2, 2.3, 2.5, 2.36 and 9.1 shall be limited to those damages arising out of said Shareholder's misrepresentation or breach.