TP Shareholder Indemnification Sample Clauses

TP Shareholder Indemnification. Except with respect to Section 8.1(c) for a period after Closing not to exceed the earlier of one (1) year after the Closing Date, or the date of the first audit of financial statements containing combined operations for items relating to Section 8.1(a) (the "Indemnity Period") and subject to the terms and conditions of this Article VIII, the TP Shareholders ("Indemnitors") hereby agree jointly as to Shum▇▇ ▇▇▇ severally as to the remaining TP Shareholders (Shum▇▇ ▇▇▇ll have a right of contribution to all remaining TP Shareholders for their proportionate contribution should Shum▇▇ ▇▇▇ in excess of his proportionate share of such Tea Party Claim) to indemnify, defend and hold Tea Party and Sub, and their respective successors and assigns harmless from and against any and all claims, losses, obligations, demands, actions or causes of action, assessments, damages, judgments, liabilities, costs and expenses (including, without limitation, costs of court and reasonable attorney and accounting fees) of every kind and nature, except as to items such as trade payables of TP and other liabilities for which adequate reserves and/or accruals have been reflected in the TP Financial Statements (collectively "Tea Party Claims") but only for the excess Tea Party Claims exceeding $250,000 in the aggregate ("Indemnitor Indemnification Basket") asserted against, imposed upon or incurred by Tea Party and Sub or their respective successors and assigns, directly or indirectly by reason of or resulting from: (a) Any inaccuracy or breach of any representation or warranty of TP contained in this Agreement and related agreements executed with this transaction, Closing Certificate or any Schedule related to this Agreement; or (b) Any nonperformance of the covenants and obligations to be performed by TP and/or the TP Shareholders under this Agreement and related agreements executed with this transaction. (c) Notwithstanding anything else contained herein to the contrary, the maximum aggregate amount of Tea Party Claims for which the TP Shareholders shall be obligated to indemnify any party hereunder shall be limited to the amounts available from the Closing Escrow Fund as hereinafter defined, provided however; that the claims set out on Schedule 8.1(c) are outside the indemnification limitations as to the Indemnity Period and the amount set forth in the Indemnification Basket and the Closing Escrow Fund. The Indemnity Period shall be extended until all items under Schedule 8.1(c) ha...