Common use of INDEMNIFICATION AND PAYMENT OF DAMAGES Clause in Contracts

INDEMNIFICATION AND PAYMENT OF DAMAGES. Each party, respectively, will indemnify and hold harmless the other party and its shareholders, affiliates, officers, directors, employees, representatives and agents (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons, the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising directly or indirectly, from or in connection with: 11.1.1. Any breach ("Breach," defined as including but not limited to any material misrepresentation or omission of material information or that any representations or warranties are untrue as provided herein) of any representations or warranties made by a party to this Agreement or any other agreement, document or certificate delivered pursuant to this Agreement, including any Breach as if any such representations or warranties were made on and as of the Closing Date or afterwards, if applicable, unless otherwise disclosed to the Indemnified Person and to which the Indemnified Person agrees in writing before Closing; 11.1.2. Any Breach by a party to this Agreement of any covenant or obligation of such party in this Agreement or any agreement made part of this Agreement; 11.1.3. Any services provided by Seller prior to the Closing Date; 11.1.4. Any claim by any person for brokerage or finder's fees or commissions in connection with this Agreement or the transactions provided in this Agreement as a result of any agreement, arrangement or understanding as to which Seller was a party. The remedies provided in this Section 11.1 will not be exclusive of or limit any other remedies that may be available to the Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Each party, respectively, BY SELLER ------------------------------------------------ (a) The Company and the Principal will indemnify and hold harmless the other party Buyer and its shareholdersrespective Representatives, affiliatesstockholders, officerscontrolling persons, directors, employees, representatives and agents affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons, Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), or expense (including costs of investigation and defense and 42 reasonable attorneys' fees) or diminution of value), whether or not involving a third-party claim (collectively, "Damages"), arising or resulting from, directly or indirectly, from or in connection with: 11.1.1. Any breach ("Breach," defined as including but not limited to i) any material misrepresentation or omission of material information or that any representations or warranties are untrue as provided herein) Breach of any representations representation or warranties warranty made by a party to the Company or the Principal in this Agreement or any other agreement, certificate or document delivered by the Company or certificate delivered the Principal pursuant to this Agreement, including ; (ii) any Breach as if any such representations by the Company or warranties were made on and as of the Closing Date or afterwards, if applicable, unless otherwise disclosed to the Indemnified Person and to which the Indemnified Person agrees in writing before Closing; 11.1.2. Any Breach by a party to this Agreement Principal of any covenant or obligation of such party the Company or the Principal in this Agreement or in any agreement made part of Seller's Closing Documents or any other document delivered by the Company or the Principal pursuant to this Agreement; 11.1.3. Any services provided by Seller (iii) regardless of whether it may also constitute a Breach under Section 10.2 (a)(i) or (ii) above, the operation, management or ownership of the Company Assets, arising or related to the period on or prior to the Closing Date (whether known or unknown on the Closing Date;), but excluding those matters expressly assumed by Buyer under the Assumption Agreement. 11.1.4. Any claim by (b) With respect to the aforesaid indemnification obligation, the parties agree as follows: (i) the Post Closing Escrow Fund has been established to provide a source of funds to satisfy the aforesaid indemnification obligation but the Principal's and the Seller's liability for Damages is not limited to the Post-Closing Escrow Fund, (ii) that the aggregate amount of Damages that Buyer may recover from the Seller and the Principal shall not exceed $3,000,000, and (iii) Buyer shall not be entitled to assert any person for brokerage or finder's fees or commissions in connection with this Agreement right to indemnification hereunder against the Seller or the transactions provided Principal until Buyer's good faith estimate of all Damages for which the Seller and/or the Principal indemnify Buyer hereunder exceeds $20,000 at which time Buyer shall be entitled to the indemnification for all Damages (subject to the limitations described in this Agreement as a result subpart (ii) above). (c) Notwithstanding the foregoing, the parties agree that Buyer shall not be entitled to assert, seek or obtain any Damages from Seller or the Principal resulting from the issuance of any agreement, arrangement Order against Seller or understanding as to the Principal which Seller was a party. The remedies provided in this Section 11.1 will not be exclusive of prohibits or limit any other remedies that may be available to enjoins the Indemnified PersonsClosing.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Each partyby the Company, respectivelythe Shareholder ---------------------------------------------------------------------- Trust, and ▇▇▇▇▇▇▇. ------------------- The Company (prior to the Closing), the Shareholder Trust, and ▇▇▇▇▇▇▇, jointly and severally (collectively, the "Seller Indemnifying Persons"), will indemnify and hold harmless the other party Parent, Purchaser, Surviving Corporation, and its shareholderstheir Representatives, affiliatesstockholders, officerscontrolling persons, directors, employees, representatives and agents affiliates (collectively, the "Purchaser Indemnified Persons") for, and will pay to the Purchaser Indemnified Persons, Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs for outside accountants, costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising arising, directly or indirectly, from or in connection with: 11.1.1. Any (a) any breach ("Breach," defined as including but not limited to any material misrepresentation or omission of material information or that any representations or warranties are untrue as provided herein) of any representations representation or warranties warranty made by a party to ▇▇▇▇▇▇▇ or the Shareholder Trust in this Agreement Agreement, the Disclosure Schedule, or any other agreementcertificate or document delivered by the Company, document the Shareholder Trust, or certificate delivered ▇▇▇▇▇▇▇ pursuant to this Agreement, including any Breach as if any such representations or warranties were made on and as of the Closing Date or afterwards, if applicable, unless otherwise disclosed to the Indemnified Person and to which the Indemnified Person agrees in writing before Closing; 11.1.2. Any Breach (b) any breach by a party to this Agreement the Company, the Shareholder Trust, or ▇▇▇▇▇▇▇ of any covenant or obligation of such party the Company, the Shareholder Trust, or ▇▇▇▇▇▇▇ in this Agreement or any agreement made part of this Agreement; 11.1.3. Any (c) the operation of the Business of the Company or the Assets prior to Closing, including, without limitation, any product shipped or manufactured by, or any services provided by Seller by, the Company prior to or on the Closing Date; 11.1.4. Any (d) any matter disclosed in Schedule 3.15; ------------- (e) any claim by any person Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with the Company, ▇▇▇▇▇▇▇, or the Shareholder Trust (or any Person acting on their behalf) in connection with this Agreement any of the Contemplated Transactions; or (f) any liability or obligation with respect to the following matters: (i) any and all income Taxes, sales Taxes or other Taxes for periods prior to or on the Closing Date; (ii) any claim that the operation of the Business of the Company or the transactions provided in this Agreement as a result Assets prior to the Closing Date violated any Legal Requirement or the rights of any agreementthird parties (under contract, arrangement in tort or understanding as otherwise), including, without limitation, any claims with respect to which Seller was a party. The remedies provided in this Section 11.1 will product liability; (iii) any claim based on or arising from the exercise (or threatened exercise) by any Shareholder of any dissenter's rights under the Georgia Act; (iv) any liability or obligation of the Company, the Shareholder Trust, or any Shareholder, to any Shareholder, or current or former employee, of the Company, with respect to the Business or operations of the Company or the Shareholder Trust prior to or on the Closing Date, including but not be exclusive limited to any liability or obligation arising from any claim or right to any compensation from, or capital stock (or equivalents) of, the Company, or to any portion of the Merger Consideration; and (v) any liability or obligation to any officer, director or employee of the Company, for indemnification or otherwise, arising out of or limit in connection with the operation or conduct of the Business of the Company prior to or on the Closing Date, including, without limitation, any indemnification claim arising out of or in connection with any claim, suit, investigation or other remedies that may be available to matter pending against the Indemnified PersonsCompany following the Closing.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Each party(a) The Company and other holders of Company Preferred Stock who receive the Merger Consideration ("Company Indemnifying Parties" and, respectivelytogether with Parent, "Indemnifying Parties") will indemnify indemnify, reimburse, defend and hold harmless the other party and its shareholdersParent, affiliates, officers, directors, employees, representatives and agents (collectivelyMerger Sub, the Surviving Corporation and to the extent that a third party claim is brought against Parent, Merger Sub or the Surviving Corporation, their respective directors and officers in connection with such claim (the "Parent Indemnified Persons" and, together with Company, "Indemnified Persons") foragainst any and all losses, and will pay to the Indemnified Personsliabilities, the amount ofclaims, any loss, liability, claim, damage damages (including incidental and consequential damages), expense (including demands, suits, actions, judgments, assessments, costs of investigation and defense and expense, including, without limitation, interest, penalties, attorneys' fees) , any and all expenses incurred in investigating, preparing, and defending against any litigation, commenced or diminution threatened, and any claim whatsoever, and any and all amounts paid in settlement of value, whether any claim or not involving a third-party claim litigation (collectively, "Damages"), arising asserted against, resulting from, imposed upon, or incurred or suffered, directly or indirectly by Parent, directly or indirectly, as a result of or arising from or in connection with: 11.1.1. Any with (i) any inaccuracy in, or breach ("Breach," defined as including but not limited to or nonfulfillment of, or noncompliance with any material misrepresentation representation, warranty, covenant, or omission of material information or that any representations or warranties are untrue as provided herein) of any representations or warranties obligation made by a party to Company Indemnifying Parties in this Agreement Agreement, the Disclosure Schedule, or any other agreement, certificate or document or certificate delivered by Company pursuant to this Agreement, including (ii) the perfection of dissenter's rights under Delaware Law by any Breach as if any such representations or warranties were made on and as of the Closing Date stockholders of Company or afterwards(iii) any and all claims, if applicable, unless otherwise disclosed to liabilities or obligations in connection with options or warrants which remain outstanding following the Indemnified Person and to which the Indemnified Person agrees in writing before Closing; 11.1.2. Any Breach by a party to this Agreement of any covenant or obligation of such party Nothing in this Agreement or shall be construed as limiting in any agreement made part of this Agreement; 11.1.3. Any services provided by Seller prior to way the Closing Date; 11.1.4. Any claim by any person for brokerage or finder's fees or commissions in connection with this Agreement or the transactions provided in this Agreement as a result of any agreement, arrangement or understanding as to which Seller was a party. The remedies provided in this Section 11.1 will not be exclusive of or limit any other remedies that may be available to a party in the Indemnified Personsevent of fraud relating to the representations, warranties, agreements or covenants made by any other party in this Agreement. Any inaccuracies in or breaches or nonfulfillment of, or noncompliance with any representations, warranties, covenants or obligations resulting in an adjustment to the number of Indemnity Escrow Shares pursuant to Section 1.11 of this Agreement shall not give rise to an indemnification obligation of the Company Indemnifying Parties under Section 7.2(a)(i) solely to the extent that an item with respect to which an adjustment is made pursuant to Section 1.11 of this Agreement is coextensive with, and identical to, any item of Damage resulting under Section 7.2(a)(i) of this Agreement. (b) Parent will indemnify, reimburse, defend and hold harmless the holders of Company Preferred Stock who vote in favor of the Merger and receive Merger Consideration against any and all Damages asserted against, resulting from, imposed upon, or incurred or suffered, directly or indirectly by such holders as a result of or arising from or in connection with any inaccuracy in, or breach or nonfulfillment of, or noncompliance with any representation, warranty, agreement or covenant made by Parent or Merger Sub in this Agreement.