Common use of By Shareholders Clause in Contracts

By Shareholders. Subject to the terms and conditions of this Section 8, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of, resulting from or not otherwise disclosed as a result of (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material" if for purpose of Section 6.1), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement, provided, however, that, except with respect to any Claims pursuant to Section 3.6, Shareholders shall have no liability hereunder until the total liability hereunder for all Claims considered together exceeds $50,000 (and then only to the excess), and shall have no liability hereunder in excess of one-half of the sum of (i) the cash payable pursuant to Section 2.1(a), (ii) the adjusted principal amount of the Amortizing Note, (iii) the Interest Only Note and (iv) $150,000. As used in this Section 8, the term "Claim" shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

By Shareholders. Subject to the terms and conditions of this Section Article 8, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of, of or resulting from or not otherwise disclosed as a result of (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material" if for purpose of Section 6.1), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement, provided. Regardless of the foregoing, however, that, except with respect breaches of representations and warranties contained in Section 3.2 hereof shall be subject only to any Claims pursuant to Section 3.6, several indemnification by the respective Shareholders who shall have no liability hereunder until the total liability hereunder for all Claims considered together exceeds $50,000 (made and then only to the excess), breached such representations and shall have no liability hereunder in excess of one-half of the sum of (i) the cash payable pursuant to Section 2.1(a), (ii) the adjusted principal amount of the Amortizing Note, (iii) the Interest Only Note and (iv) $150,000warranties. As used in this Section Article 8, the term "Claim" shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

By Shareholders. Subject to the terms and conditions of this Section 8Article 6, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "“Buyer's ’s Affiliates"”) and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's ’s Affiliates or the Company, directly or indirectly, by reason of, arising out of, of or resulting from or not otherwise disclosed as a result of (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material" if for purpose of Section 6.1)Agreement, or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement, provided. Regardless of the foregoing, however, that, except with respect breaches of representations and warranties contained in Section 3.2 hereof shall be subject only to any Claims pursuant to Section 3.6, several indemnification by the respective Shareholders who shall have no liability hereunder until the total liability hereunder for all Claims considered together exceeds $50,000 (made and then only to the excess), breached such representations and shall have no liability hereunder in excess of one-half of the sum of (i) the cash payable pursuant to Section 2.1(a), (ii) the adjusted principal amount of the Amortizing Note, (iii) the Interest Only Note and (iv) $150,000warranties. As used in this Section 8Article 6, the term "“Claim" ” shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid. Notwithstanding any other provision to the contrary in this Agreement, except for claims for breaches of representations or warranties contained in Section 3.2, Shareholders shall be liable hereunder only for an amount equal to twelve and one-half percent (12.5%) of the Claims hereunder.

By Shareholders. Subject to the terms and conditions of this Section 8Article 0, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "“Buyer's ’s Affiliates"”) and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's ’s Affiliates or the Company, directly or indirectly, by reason of, arising out of, of or resulting from or not otherwise disclosed as a result of (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "“material" if ” for purpose of Section 6.10), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement, provided. Regardless of the foregoing, however, that, except with respect breaches of representations and warranties contained in Section 0 hereof shall be subject only to any Claims pursuant to Section 3.6, several indemnification by the respective Shareholders who shall have no liability hereunder until the total liability hereunder for all Claims considered together exceeds $50,000 (made and then only to the excess), breached such representations and shall have no liability hereunder in excess of one-half of the sum of (i) the cash payable pursuant to Section 2.1(a), (ii) the adjusted principal amount of the Amortizing Note, (iii) the Interest Only Note and (iv) $150,000warranties. As used in this Section 8Article 0, the term "“Claim" ” shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

By Shareholders. Subject to the terms and conditions of this Section Article 8, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of, of or resulting from or not otherwise disclosed as a result of (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material" if for purpose of Section 6.1), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement, provided. Regardless of the foregoing, however, that, except with respect breaches of representations and warranties contained in Section 3.2 hereof shall be subject only to any Claims pursuant to Section 3.6, several indemnification by the respective Shareholders who shall have no liability hereunder until the total liability hereunder for all Claims considered together exceeds $50,000 (made and then only to the excess), breached such representations and shall have no liability hereunder in excess of one-half of the sum of (i) the cash payable pursuant to Section 2.1(a), (ii) the adjusted principal amount of the Amortizing Note, (iii) the Interest Only Note and (iv) $150,000warranties. As used in this Section Article 8, the term "Claim" shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid, provided however, to the extent the Company has specifically accrued for or reserved against the occurrence giving rise to the Claim, no claim shall exist to the extent of such accrual or reserve, including but not limited to, those items listed on Schedule 8.1; and provided further, that the amount of any Claim shall be adjusted to take into account the present value of any benefit realized by the Indemnified Party (hereinafter defined) with respect to the subject matter of such Claim.

By Shareholders. Subject to the terms and conditions of this Section 8Article 6, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of, of or resulting from or not otherwise disclosed as a result of (a) the 32 37 inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material" if for purpose of Section 6.1)Agreement, or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement, provided(c) the litigation matters referred to in Schedule 3.9, or (d) the conduct of the MMA Business or operations of the Company prior to the Closing. Regardless of the foregoing, however, that, except with respect breaches of representations and warranties contained in Section 3.2 hereof shall be subject only to any Claims pursuant to Section 3.6, several indemnification by the respective Shareholders who shall have no liability hereunder until the total liability hereunder for all Claims considered together exceeds $50,000 (made and then only to the excess), breached such representations and shall have no liability hereunder in excess of one-half of the sum of (i) the cash payable pursuant to Section 2.1(a), (ii) the adjusted principal amount of the Amortizing Note, (iii) the Interest Only Note and (iv) $150,000warranties. As used in this Section 8Article 6, the term "Claim" shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.

By Shareholders. Subject to the terms and conditions of this Section 8Article 9, if the Closing occurs, each Shareholder, Shareholder jointly and severally, severally hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of, of or resulting from or not otherwise disclosed as a result of (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material" if for purpose of Section 6.1), or any certificate or schedule delivered by the Shareholders to the Buyer in connection with this Agreement or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement, provided, however, that, except with respect to any Claims pursuant to Section 3.6, Shareholders shall have no liability hereunder until the total liability hereunder for all Claims considered together exceeds $50,000 (and then only to the excess), and shall have no liability hereunder in excess of one-half of the sum of (i) the cash payable pursuant to Section 2.1(a), (ii) the adjusted principal amount of the Amortizing Note, (iii) the Interest Only Note and (iv) $150,000. As used in this Section 8Article 9, the term "Claim" shall include include: (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether in each case actually incurred by the claimant. Notwithstanding the foregoing paragraph, the obligations of the Shareholders to indemnify, defend and hold harmless Buyer, Buyer's Affiliates and the Company if the Closing occurs shall be several and not joint obligations with respect to Claims arising out of or not ultimately determined related to any inaccuracy or breach of such Shareholder's representations and warranties set forth in Section 3.2 hereof or with respect to any breach of such Shareholder's agreements set forth in Section 5.2 hereof and any amounts recoverable by Buyer in connection with either such breach shall be validsolely recoverable from such Shareholder.

By Shareholders. Subject to the terms and conditions of this Section 8, each Shareholder, jointly and severally, hereby agrees to indemnify, defend and hold harmless Buyer, its directors, officers, employees and controlled and controlling persons (hereinafter "Buyer's Affiliates") and the Company from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer, Buyer's Affiliates or the Company, directly or indirectly, by reason of, arising out of, resulting from or not otherwise disclosed as a result of (a) the inaccuracy or breach of any representation or warranty of any Shareholder or Company contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material" if for purpose of Section 6.1), or (b) the breach of any covenant of any Shareholder or the Company contained in this Agreement, ; provided, however, that, except with respect to any Claims pursuant to Section 3.6, Shareholders shall have no liability hereunder under this Section 8.1 until the total liability hereunder under this Section 8.1 for all Claims considered together exceeds $50,000 20,000 (and then only to the excess) (such $20,000 threshold amount referred to herein as the "Liability Basket"). Notwithstanding the foregoing, any Claims pursuant to Section 3.1, Section 3.2, Section 3.4, Section 3.5, Section 3.6, Section 3.7 and Section 3.12, shall have no Liability Basket threshold and shall give rise to a right of indemnity commencing with the "first Dollar" of Claims. In addition Shareholders shall have no liability hereunder under this Section 8.1 in excess of one-half the Purchase Price, provided, however, that the Shareholders shall have liability in excess of the sum of (i) the cash payable pursuant to Purchase Price for breaches concerning Section 2.1(a3.1, Section 3.2, Section 3.5, Section 3.10, Section 3.11(a), (ii) the adjusted principal amount of the Amortizing Note, (iii) the Interest Only Note Section 3.16 and (iv) $150,000Section 3.20. As used in this Section 8, the term "Claim" shall include (i) all debts, liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or not ultimately determined to be valid. Buyer may, at its sole and absolute discretion, elect to set-off the amount or value or any such Claim against any payments otherwise due to Shareholders hereunder, whether in cash, Buyer Stock, or otherwise as described in Section 8.4.