Indemnification by the Shareholders Clause Samples
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Indemnification by the Shareholders. The Shareholders severally (and not jointly) shall hold harmless and indemnify each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of the Purchaser Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:
(a) any Breach by the Shareholders of any representation or warranty of the Shareholders contained in this Agreement or any other Transactional Agreement;
(b) any Breach of any covenant of the Shareholders contained in this Agreement or any other Transactional Agreement; and
(c) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clauses "(a)" or "(b)" above (including any Proceeding commenced by any Purchaser Indemnitee for the purpose of enforcing any of its rights under this Section 6). The Purchaser Indemnitees shall not be entitled to indemnification pursuant to the provisions of this Section 6.2 until the total amount of all Damages (including the Damages arising from such Breach and all other Damages arising from any other Breaches of any representations or warranties pursuant to this Section 6.2 (and excluding any Damages arising pursuant to Section 6.3 below)) exceeds $100,000 (the "Basket Amount") (it being understood and agreed that the Basket Amount is intended as a deductible, and the Shareholders will not be liable for the first $100,000 of Damages for which the Purchaser Indemnitees are entitled to indemnification). Notwithstanding the foregoing, no Basket Amount shall apply to (a) claims based on fraud or any claim in the nature of fraud or (b) claims arising pursuant to Section 6.3 below. Subject to Sections 6.3 and 7.14 below, all of the indemnification obligations of either of the Shareholders shall be satisfied exclusively by deduction from the Escrow Shares; provided, that, each Shareholder may elect, at its sole option, to satisfy such indemnification obligation in cash (the "Shareholder Cap"). Notwithstanding the foregoing, any Breach of any covenant (or any Proceeding relating directly or indirectly to any such failure or Breach) of the Shareholders contained in Sections 1.1, 1.2(b), 1.2(c...
Indemnification by the Shareholders. (a) The MAG Holders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:
(i) any Breach of any representation or warranty made by the MAG Holders in Section 2 of this Agreement with respect to MAG as of the date of this Agreement;
(ii) any Breach of any representation, warranty, statement, information or provision contained in the Target Disclosure Schedule related to Section 2 of this Agreement with respect to MAG, the Closing Certificate with respect to MAG or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of any MAG Holder or any Representative of any MAG Holder with respect to MAG;
(iii) any Breach of any representation, warranty, covenant or obligation of any MAG Holder contained in any of the Transactional Agreements relating to MAG; or
(iv) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause "(i)" through "(iii)" above (including any Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 7).
(b) The OLWM Holders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:
(i) any Breach of any representation or warranty made by the OLWM Holders in Section 2 of this Agreement with respect to OLWM as of the date of this Agreement;
(ii) any Breach of any representation, warranty, statement, information or provision contained in the Target Disclosure Schedule related to Section 2 of this Agreement with respect to OLWM, the Closing Certificate ...
Indemnification by the Shareholders. The Shareholders severally, but not jointly, agree subsequent to the Closing to indemnify and hold Lexecon, Nextera and their respective subsidiaries and Affiliates and persons serving as officers, directors, partners, managers, stockholders, members, employees and agents thereof (other than the Shareholders) (individually a "Nextera Indemnified Party" and collectively the "Nextera Indemnified Parties") harmless from and against any Damages which may be sustained or suffered by any of them arising out of or based upon any of the following matters:
(a) fraud, intentional misrepresentation or deliberate and willful breach of any representations or warranties of Lexecon or the Shareholders under this Agreement or in any certificate, schedule or exhibit delivered pursuant hereto (collectively, "Fraud Claims");
(b) any breach of any representation or warranty set forth in Sections 3.3 or 4.2 of this Agreement (collectively, "Ownership Claims");
(c) any Liability of Lexecon or the Shareholders for Taxes arising from the activities of Lexecon and all events and transactions prior to the Closing or breach of the representations and warranties set forth in Sections 3.8 or 3.22 hereof or breach of covenant with respect to Taxes or tax related matters (collectively, "Tax Claims");
(d) the Milb▇▇▇ ▇▇▇bilities and any breach of Sections 3.8(t) or 3.30 (claims for which are referred to herein as "Excluded Liability Claims");
(e) any breach of the covenants of the Shareholders contained in this Agreement ("Covenant Claims"); and
(f) other than Fraud Claims, Ownership Claims, Tax Claims, Covenant Claims or Excluded Liability Claims, any other breach of any representation or warranty of the Shareholders under this Agreement or in any schedule or exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or
Indemnification by the Shareholders. (a The Shareholders will indemnify and hold harmless QuadraMed and Acquisition Co. and their respective officers, directors, agents and employees, and each Person, if any, who controls or may control QuadraMed or Acquisition Co. within the meaning of the Securities Act (each, an "Indemnified Person" and collectively, the "Indemnified Persons"), from and against any and all claims, demands, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees and expenses ("Losses"), arising out of or relating to (i) any misrepresentation or breach of or default or other action or omission by either the Company or the Shareholders in connection with any of the representations, warranties and covenants given or made by the Company or the Shareholders in this Agreement, or any exhibit or schedule hereto or any certificate, document or instrument delivered by or on behalf of the Company and the Shareholders pursuant hereto and (ii) any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations against any Indemnified Person that relate to the Company or the Shareholders in which the principal event giving rise thereto occurred prior to the Closing or which result from or arise out of any action or inaction prior to the Closing of the Shareholders, the Company or any director, officer, employee, agent, representative or subcontractor of the Company, except for those which QuadraMed specifically assumes in writing.
(b Notwithstanding the foregoing, the Shareholders shall have no liability with respect to the matters described in Section 6.2(a) above unless and until the aggregate amount of Losses equals or exceeds $100,000 (the "Threshold Amount"). At such time as the aggregate Losses equals or exceeds the Threshold Amount, QuadraMed and Acquisition Co. shall be indemnified to the full extent of all such Losses (including Losses counted in determining whether the aggregate Losses equals or exceeds the Threshold Amount); provided, however, that this section shall not apply to any intentional or fraudulent breach by either of the Shareholders of any representation, warranty, covenant or obligation. The maximum liability for indemnification by the Shareholders under this Article VI shall in no event exceed the Closing Consideration.
(c As security for their obligation to indemnify QuadraMed and Acquisition Co. hereunder, concurrently with payme...
Indemnification by the Shareholders. The Shareholders shall jointly and severally indemnify, defend and hold Premiere harmless from and against and with respect to, and shall reimburse Premiere for the following (collectively, the "Shareholder Indemnified Liabilities"):
(a) any and all losses, liabilities, or damages resulting from any misrepresentation, breach or failure of any warranty or the non-fulfillment of any agreement, covenant or undertaking on the part of the Company or the Shareholders appearing herein; PROVIDED, that nothing appearing in this Section 8.1(a) shall be construed to create any liability of any Shareholder for breach of or misrepresentation in any agreement (including any agreement appearing as a Exhibit hereto) other than this Agreement;
(b) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity; and
(c) any losses, liabilities, or damages resulting from any claim or cause of action brought by ▇▇▇▇ Svenninsen or JRS & Associates arising out of or relating to facts occurring prior to the Closing Date (collectively, "JRS Litigation"); PROVIDED, however, that, except for Unrestricted Liabilities (as defined in Section 8.4 below), no Shareholder shall have any obligations under this Section 8.1 with respect to any Shareholder Indemnified Liabilities of which such Shareholder shall not receive notice on or prior to July 31, 1998 specifying with reasonable particularity the nature of such Shareholder Indemnified Liabilities to the extent then known by Premiere. For the avoidance of doubt, the parties hereto have agreed that there is no basis on which JRS Litigation may be sustained, but have provided therefor in this Section 8.1 and elsewhere in this Agreement solely as a precautionary measure.
Indemnification by the Shareholders. (a) Each Shareholder hereby agrees to indemnify, defend and hold harmless the Company, the Buyer, Holdings and each of their respective officers, directors, employees, Affiliates or subsidiaries (collectively, the "Buyer Group") against such Shareholder's Proportionate Share (as hereinafter defined) of any and all losses, liabilities, damages, claims, demands, costs, obligations, deficiencies and expenses (including, without limitation, interest, penalties, court costs, reasonable expert witness fees and expenses, reasonable consultants' fees and expenses and reasonable attorneys' fees and expenses) (collectively, "Losses") actually and reasonably incurred by any member of the Buyer Group arising from or in connection with: (i) the Shareholders ownership of the Shares, (ii) the conduct of the business of the Company prior to the Closing Date, whether or not such Losses occur prior to or subsequent to the Closing Date, (iii) any breach by the Shareholders or the Company of any of their representations and warranties, (iv) any breach by the Shareholders of any of their covenants or agreements contained herein, which breach continues for thirty days after written notice thereof, (v) any breach by the Company prior to Closing of any of its covenants or agreements contained herein, which breach continues for thirty days after written notice thereof, (vi) any intentional misrepresentation made by any of the Shareholders in connection with the transactions contemplated by this Agreement; (vii) any violation by the Company or the Shareholders of any Environmental Laws occurring prior to the Closing; (viii) any and all liabilities of the Company or the Shareholders for Taxes arising out of the ownership of the Shares or the operation of the Company prior to the Closing Date; (ix) any violation by the Company of ERISA or other Laws regarding employee benefit matters occurring prior to the Closing; and (x) any action taken by the Company or the Shareholders resulting in the termination of the Company's status as a validly electing Subchapter S corporation up to and including the Closing Date.
(b) Notwithstanding the provisions of Section 9.1(a), no Shareholder shall have any liability to any member of the Buyer Group pursuant to the terms of this Section 9.1 until the amount for which all Shareholders would otherwise be liable but for the provisions of this Section 9.1, exceeds $200,000 in the aggregate, at which point each Shareholder shall be liable for such Shareh...
Indemnification by the Shareholders. The Shareholders shall, severally and not jointly, in proportion to their holdings of Shares as of the Closing, indemnify and hold harmless Purchaser and Seller in respect of any and all claims, losses, damages, liabilities, demands, assessments, judgments, costs and expenses (including, without limitation, settlement costs and any legal or other expenses for investigating, bringing or defending any actions or threatened actions) reasonably incurred by Purchaser or Seller (collectively, the "Costs") resulting from any breach of any representation, warranty, covenant or agreement made by the Shareholders or Seller under the Seller Delivered Agreements or the Shareholder Delivered Agreements. The Shareholders shall also pay to Purchaser interest at the prime rate specified in the "Money Rates" section of The Wall Street Journal on the disbursement date referred to in the immediately following clause (a) on any such indemnification payments the receipt of which is deferred from (a) the later to occur of (i) the date of notice of request for indemnification to Seller as set forth in Section 9.4 hereof, or (ii) the date on which Purchaser or an Affiliate thereof disburses funds to a third party in connection with the claim or other matter giving rise to the claim for indemnification hereunder, through (b) the date such indemnification payment is actually received by Purchaser.
Indemnification by the Shareholders. Subject to the limitations of Section 6.6, the Shareholders hereby agree to indemnify and hold harmless the Surviving Corporation and Parent in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which the Surviving Corporation or Parent (but without duplication) incurs as a result of the breach of: (A) any of the representations or warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Final Closing; or (C) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Preliminary Closing and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations of the Shareholders under this Section 6.2 shall survive the Preliminary Closing and the Final Closing and will terminate at the time specified in Section 6.6.
Indemnification by the Shareholders. In connection with any Registration Statement in which any Shareholder's Registrable Securities are registered and sold, the participating Shareholders shall furnish to the Company the information and affidavits as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agree, jointly and severally, to indemnify and hold harmless, to the full extent permitted by law, the Company, its officers directors and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement, Prospectus, preliminary Prospectus or any application filed under the Blue Sky Laws or necessary to make the statements therein not misleading, to the extent, but only to the extent, that the untrue statement or omission is contained in any information or affidavit so furnished by the Shareholder to the Company specifically for inclusion in the Registration Statement, Prospectus or application filed under the Blue Sky Laws. The Company shall be entitled to receive indemnities from selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished by the Persons specifically for inclusion in any Prospectus or Registration Statement.
Indemnification by the Shareholders. Subject to Sections 9.1 and 9.5, the Shareholders (other than those holding Dissenting Shares), severally (i.e., based on the Pro Rata Share) and not jointly, shall indemnify and hold harmless the Acquiror, the Acquiror Sub and their respective officers, directors and Affiliates (the “Acquiror Indemnified Parties”) from and against any Losses incurred by them related to, or arising directly or indirectly out of:
(a) any inaccuracy or breach of a representation or warranty of the Company contained in this Agreement or the Company Documents or contained in a certificate of any officer of the Company delivered pursuant thereto;
(b) any breach of any covenant or obligation of the Company contained in this Agreement or the Company Documents, including for the avoidance of doubt Section 2.3 and any material uncured breach of the Operating Guidelines (subject to any applicable limitations set forth in Section 2.3);
(c) any liability or obligation related to Closing Date Indebtedness, ▇▇▇▇▇ Advance or Unsatisfied Transaction Costs in excess of the amount set forth in the Closing Statement;
(d) any and all Taxes of the Company with respect to Pre-Closing Tax Periods and the portion of any Straddle Period ending on the Closing Date and any and all Tax claims resulting from, arising out of or relating to: (i) any Taxes imposed on the Company with respect to any Pre-Closing Tax Period and the portion of any Straddle Period ending on the Closing Date, (ii) all liability for Taxes of the Company arising (directly or indirectly) as a result of the transactions contemplated hereunder, (iii) any inaccuracy of a representation or warranty or breach of any covenant or obligation, in each case with respect to Taxes set forth herein, (iv) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee, successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing Date, and (v) the Transfer Taxes for which the Shareholders are liable pursuant to Section 5.9(e) hereunder;
(e) any error in the Closing Statement relating to the allocation of the Merger Consideration among the Shareholders; and
(f) fraud or intentional material misrepresentation, including with respect to the operation of the business following the Closing by the Surviving Company. It is further understood and agreed that notwithstanding any several liability set forth above, no Shareholder shall have any...