Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. From and after the Closing, the Shareholders agrees to indemnify, defend and save Buyer and its Affiliates, and each of their respective officers, directors, employees or agents (each, an "Indemnified Buyer Party"), harmless from and against, and to promptly pay to an Indemnified Buyer Party or reimburse an Indemnified Buyer Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise) (individually a "Loss" and collectively, the "Losses") sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of (i) any misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder, (ii) any non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder, of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by the Company, any Shareholder, or any Affiliate of the Company or any Shareholder, (iii) any allegations by a third party that is not an Indemnified Buyer Party which, if true, would constitute a misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder or non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by any Shareholder, the Company or any or their respective Affiliates, (iv) any failure to obtain the consents set forth on SCHEDULE 3.7 hereto or (v) any obligation or liability, contingent or otherwise, of the Company or any Shareholder for brokers' or finders' fees or commissions in connection with the transactions contemplated by this Agreement or the Transaction Documents.

Indemnification by the Shareholders. From Subject to the provisions and limitations set forth in this Article IX, from and after the Closing, each Shareholder shall indemnify and hold the Shareholders agrees to indemnifyPurchaser, defend and save Buyer and its Affiliates, and each of their respective officers, directors, employees or agents directors and affiliates (each, an as "Indemnified Buyer Partyaffiliate" is defined in Rule 12b-2 of the Exchange Act) (the "), PURCHASER INDEMNIFIED PARTIES") harmless from and against, and shall reimburse, on a net after-tax, after-insurance basis (after taking into account any Taxes imposed on the receipt of the reimbursement and any Tax benefits actually utilized in reducing its Taxes and without duplicating any amounts previously reflected in the Working Capital calculation used to promptly pay determine the Base Amount or any adjustment thereto pursuant to an Section 2.5), the Purchaser Indemnified Buyer Party or reimburse an Indemnified Buyer Party Parties for, any and all liabilities (whether contingentlosses, fixed or unfixeddamages, liquidated or unliquidateddebts, or otherwise)liabilities, obligations, deficienciesjudgments, demandsorders, claimsawards, suitswrits, actionsinjunctions, or causes of action, assessments, losses, costs, expenses, interestdecrees, fines, penalties, actual or punitive damages or Taxes, costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise) (individually a "Loss" and collectively, the "LossesLOSSES") sustained or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of (i) any inaccuracy or misrepresentation in, or breach of a of, any representation or warranty made herein by the Company or such Shareholder in this Agreement or in any Shareholder, Ancillary Document; (ii) any non-compliance with or breach failure by the Company or such Shareholder to perform or comply, in whole or in part, with any Shareholder, covenant or any Affiliate of the Company or any Shareholder, of any of their respective covenants or agreements contained agreement in this Agreement or the Transaction Documents to be performed by the Company, in any Shareholder, or any Affiliate of the Company or any Shareholder, Ancillary Document; (iii) any allegations claim by a third party that is not an Indemnified Buyer Party which, if true, would constitute a misrepresentation any employee or breach former employee listed on Section 3.3(c) of a representation or warranty made herein by the Company Disclosure Schedule to the extent based upon such employee's or any Shareholder former employee's having an option, right or non-compliance with or breach by the Company or any Shareholderinterest in, or any Affiliate right to receive an option, right or interest in any equity securities of the Company Company, PROVIDED, HOWEVER, that any claim under this clause (iii) shall be conditioned upon the Purchaser having complied with its covenant under Section 7.8; or any Shareholder of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by any Shareholder, the Company or any or their respective Affiliates, (iv) any failure liability for withholding Taxes imposed with respect to obtain the consents set forth on SCHEDULE 3.7 hereto or (v) any obligation or liability, contingent or otherwise, of the Company or any Shareholder for brokers' or finders' fees or commissions in connection with the transactions contemplated by this Agreement or the Transaction DocumentsPurchase Consideration payable to such Shareholder.

Indemnification by the Shareholders. From and after Subject to the Closinglimits set ----------------------------------- forth in this Article 9, the Shareholders agrees Shareholders, pro rata in accordance with their ownership of the applicable Shares, agree to indemnify, defend and save Buyer and its Affiliateshold the Purchaser, and each of their respective the Purchaser's officers, directors, employees or agents employees, agents, successors and assigns (each, an the Purchaser and such persons are collectively hereinafter referred to as the "Purchaser's Indemnified Buyer PartyPersons"), harmless from and against, and to promptly pay to an Indemnified Buyer Party or reimburse an Indemnified Buyer Party for, against any and all liabilities claim, loss, liability, damage or deficiency (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, including interest, fines, penalties, actual or punitive damages or costs or expenses of any preparation and all investigationsinvestigation, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise' fees) (individually a "Loss" and collectively, the "Losses") sustained that the Purchaser's Indemnified Persons may suffer, sustain, incur or incurred by any Buyer Indemnified Party relating to, resulting from, become subject to arising out of or otherwise by virtue of due to: (ia) any misrepresentation or breach inaccuracy of a any representation or warranty made herein by the Company or any Shareholder, (ii) any non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder, of any of their respective covenants or agreements contained and/or such Shareholder in this Agreement or the Transaction Documents any other agreement contemplated by or referred to be performed by the Company, any Shareholderin this Agreement to which such Shareholder is a party, or any Affiliate schedule or exhibit hereto or thereto, or any certificate delivered pursuant hereto or thereto; (b) the breach of any warranty of the Company or any Shareholder, (iii) any allegations by a third party that is not an Indemnified Buyer Party which, if true, would constitute a misrepresentation or breach of a representation or warranty made herein by the Company or any and/or such Shareholder or non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents any other agreement contemplated by or referred to be performed by any Shareholderin this Agreement to which such Shareholder is a party, the Company or any schedule or their respective Affiliates, (iv) any failure to obtain the consents set forth on SCHEDULE 3.7 exhibit hereto or thereto, or any certificate delivered pursuant hereto or thereto; or (vc) the nonfulfillment of any covenant, undertaking, agreement or other obligation or liability, contingent or otherwise, of the Company or any and/or such Shareholder for brokers' or finders' fees or commissions in connection with the transactions contemplated by under this Agreement or any other agreement contemplated by or referred to in this Agreement to which such Shareholder is a party, or any schedule or exhibit hereto or thereto, or any certificate delivered pursuant hereto or thereto not otherwise waived by the Transaction DocumentsPurchaser, including, without limitation, any failure by the Shareholders to pay all Shareholder Acquisition Expenses (as defined in Section 10.1) in accordance with the provisions of Section 10.1.

Indemnification by the Shareholders. From (1) In addition to and after not in lieu of the Closingindemnification obligations set forth in SECTION 9.2, the Shareholders agrees unconditionally, absolutely and irrevocably agree to indemnifyand shall defend, defend indemnify and save Buyer and its Affiliates, hold harmless the Purchaser and each of their respective the Purchaser's Subsidiaries, shareholders, Affiliates, officers, directors, employees or agents employees, counsel, agents, contractors, successors, assigns, heirs and legal and personal representatives (eachthe Company, an the Purchaser and such persons are collectively referred to as the "Indemnified Buyer PartyPURCHASER'S INDEMNIFIED PERSONS"), harmless ) from and against, and to promptly pay to an shall reimburse the Purchaser's Indemnified Buyer Party or reimburse an Indemnified Buyer Party Persons for, any each and all liabilities (whether contingentevery Loss, fixed or unfixedpaid, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise) (individually a "Loss" and collectively, the "Losses") sustained imposed on or incurred by any Buyer the Purchaser's Indemnified Party Persons, directly or indirectly, relating to, resulting from, from or arising out of of, or otherwise any allegation by virtue any third party of (i) any misrepresentation or breach of a inaccuracy in any representation or warranty made herein of the Company under this Agreement, the Schedules, the Exhibits or any agreement or certificate delivered or to be delivered by the Company pursuant hereto in any respect, whether or not the Purchaser's Indemnified Persons relied thereon or had Knowledge thereof, or any breach or nonfulfillment of any covenant, agreement or other obligation of the Company under this Agreement or any agreement or document delivered pursuant hereto; (ii) any undisclosed Liabilities, even if not required to be disclosed on a balance sheet in accordance with GAAP; (iii) the business of the Company or the occupancy, condition, management, operation or use of the Company's or any Subsidiary's assets prior to the Closing Date and the products manufactured or sold by the Company or any ShareholderSubsidiary prior to the Closing Date, (ii) any non-compliance with or breach by the Company or any Shareholderincluding, or any Affiliate of the Company or any Shareholderbut not limited to, of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by the Company, any Shareholder, or any Affiliate of the Company or any Shareholder, (iii) any allegations by a third party that is not an Indemnified Buyer Party which, if true, would constitute a misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder or non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by any Shareholder, the Company or any or their respective Affiliates, those matters described on Schedule 2.18; (iv) without limiting any failure of the foregoing, any and all tax deficiencies, assessments (including any interest and penalties) or other tax Liabilities, including, but not limited to, with respect to obtain the consents set forth Company's Tax Returns for the years 1994-1997 and for the period beginning January 1, 1998, and ending on SCHEDULE 3.7 hereto the Closing Date (the "SHORT PERIOD") ("TAX CLAIMS"); or (v) any obligation or liability, contingent or otherwise, failure of any nature of the Company or Purchaser to obtain good, valid and indefeasible record and beneficial title to all of the capital stock of the Company, free and clear of any Shareholder for brokers' or finders' fees or commissions in connection with the transactions contemplated by this Agreement or the Transaction Documentsadverse claim of any other Person, including, but not limited to, any Encumbrance.

Indemnification by the Shareholders. From (a) Each Shareholder, severally in the manner set forth in Section 10.1(b) and after the ClosingSection 10.1(c), the Shareholders hereby agrees to indemnify, defend and save hold harmless each member of the Buyer and its AffiliatesGroup, the Surviving Corporation and each of their respective directors, officers, directorsemployees and controlled or controlling persons ("Buyer's Affiliates") for all losses, employees or agents (each, an "Indemnified Buyer Party"), harmless from and against, and to promptly pay to an Indemnified Buyer Party or reimburse an Indemnified Buyer Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demandsliabilities, claims, suitsdamages, actionsjudgments, or causes of actionawards, assessments, losses, costs, expensescosts and expenses (including without limitation, interest, fines, penalties, actual or punitive damages or court costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable attorneys fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwiseexpenses) (individually a "Loss" and collectively, the "LossesDamages") sustained or incurred by any Buyer Indemnified Party relating toby, asserted against, resulting fromto or imposed on any member of the Buyer Group, Buyer's Affiliates or the Surviving Corporation, directly or indirectly, as a result of or arising out of or otherwise by virtue of (i) any misrepresentation the inaccuracy or breach of a any representation or warranty made herein by of any Shareholder or the Company contained or made in this Agreement (regardless of whether such breach is deemed "material" for purposes of Section 7.2(a)) made by any Shareholder, Shareholder or the Company as of the date of this Agreement or the Closing Date; (ii) any non-compliance with or the breach by any Shareholder or the Company of any covenant, agreement or obligation of any Shareholder, Shareholder or any Affiliate of the Company or any Shareholder, of any of their respective covenants or agreements contained in this Agreement (regardless of whether such covenant is deemed "material" for purposes of Section 7.2(b)) made by any Shareholder or the Transaction Documents to be performed by the Company, any Shareholder, or any Affiliate Company as of the Company date of this Agreement or any Shareholder, the Closing Date; or (iii) any allegations assertion by a third party that is not an Indemnified Buyer Party which, if true, would constitute a misrepresentation any past or breach of a representation or warranty made herein by the Company or any Shareholder or non-compliance with or breach by the Company or any Shareholder, or any Affiliate current stockholder of the Company or any Shareholder in their capacity as a stockholder of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by any Shareholder, the Company or any or their respective Affiliates, (ivA) any failure to obtain the consents set forth on SCHEDULE 3.7 hereto or (v) any obligation or liability, contingent or otherwise, claim for appraisal rights for shares of stock of the Company pursuant to the DGCL or any Shareholder for brokers' other applicable Law, or finders' fees (B) any suit or commissions in connection with action relating to the Merger or any of the transactions contemplated by this Agreement or any of the Transaction DocumentsAncillary Instruments or (C) any suit or action relating to any action taken by the stockholders and/or directors of the Company in their capacity as stockholders and/or directors of the Company. Regardless of the foregoing, however, breaches of representations and warranties contained in Sections 4.1, 4.2 or 4.3 hereof shall be subject only to several indemnification by the respective Shareholders who shall have made and breached such representations and warranties.

Indemnification by the Shareholders. From The Shareholders, jointly and after the Closingseverally, the Shareholders agrees unconditionally, absolutely and irrevocably agree to indemnifyand shall defend, defend indemnify and save Buyer and its Affiliateshold harmless Sterling, Bancshares, and each of their respective Subsidiaries, shareholders, affiliates, officers, directors, employees or agents employees, counsel, agents, contractors, successors and assigns (each, an "collectively referred to as “Sterling’s Indemnified Buyer Party"Persons”), harmless from and against, and to promptly pay to an shall reimburse Sterling’s Indemnified Buyer Party or reimburse an Indemnified Buyer Party Persons for, any each and all liabilities (whether contingentevery Loss, fixed or unfixedincluding paid, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise) (individually a "Loss" and collectively, the "Losses") sustained imposed on or incurred by any Buyer Sterling’s Indemnified Party Persons, directly or indirectly, relating to, resulting fromfrom or arising out of, or any allegation by any third party of: (a) any inaccuracy in any representation or warranty of the Company under this Agreement, the schedules hereto or any agreement, certificate or other document attached as an exhibit hereto which is delivered or to be delivered by the Company pursuant hereto in any respect, whether or not Sterling’s Indemnified Persons relied thereon or had knowledge thereof, and determined without regard to any materiality or knowledge qualifications contained in or otherwise applicable to such representation or warranty, or any breach or nonfulfillment of any covenant, agreement or other obligation of the Company under this Agreement or any agreement or document delivered pursuant hereto; (b) any undisclosed liabilities, even if not required to be disclosed on a balance sheet in accordance with GAAP; (c) the business of the Company or the occupancy, condition, management, operation or use of its assets on or prior to the Effective Time; (d) the violation or breach of any Environmental Laws; (e)(i) any taxes the Company may owe or be deemed to owe with respect to any taxable period ending on the day before the Effective Time and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Effective Time (“Pre-Closing Period”) including without limitation Taxes made against the Company or the Shareholders by reason of the agreements or transactions contemplated hereby or relating to or arising out of or otherwise by virtue of (i) any misrepresentation or breach of the Company’s status as a representation or warranty made herein by the Company or any ShareholderSubchapter S corporation, and (ii) any non-compliance with or breach by and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or any Shareholdersuccessor, by contract, or pursuant to any Affiliate Law, which Taxes relate to an event or transaction occurring before the Effective Time, to the extent such Taxes in clauses (i) and (ii) exceed the amount, if any, reserved for such Taxes on the face of the Company Financial Statements or any Shareholderotherwise set forth within the Company Disclosure Memorandum, as such reserve is adjusted for the passage of any of their respective covenants or agreements contained time through the Effective Time in this Agreement or the Transaction Documents to be performed by the Company, any Shareholder, or any Affiliate accordance with past custom and practice of the Company in filing their Tax Returns; or (f) the activities of the Broker-Dealer Representatives occurring prior to the Closing Date. In the case of any ShareholderTaxable Period that includes (but does not end on) the Effective Time (“Straddle Period”), (iii) the amount of any allegations Taxes based on or measured by a third party that is not an Indemnified Buyer Party which, if true, would constitute a misrepresentation income or breach of a representation or warranty made herein by the Company or any Shareholder or non-compliance with or breach by the Company or any Shareholder, or any Affiliate receipts of the Company or any Shareholder for the Pre-Closing Period shall be determined based on an interim closing of any the books as of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by any Shareholderclose of business as of the Effective Time, and the Company or any or their respective Affiliates, (iv) any failure to obtain the consents set forth on SCHEDULE 3.7 hereto or (v) any obligation or liability, contingent or otherwise, amount of other Taxes of the Company or any Shareholder (excluding property Taxes) for brokers' or finders' fees or commissions a Straddle Period that relates to the Pre-Closing Period shall be allocated based on the relative number of days in connection with the transactions contemplated by this Agreement or Pre-Closing Period and the Transaction Documentsbalance of the Taxable Period.

Indemnification by the Shareholders. From and after the Closing, the Shareholders each Shareholder, severally and not jointly, agrees to indemnify, defend and save Buyer Parent and its Affiliates, Merger Sub and each of their respective officers, directors, employees employees, or agents (each, an "Indemnified Buyer PartyINDEMNIFIED PARENT PARTY"), harmless from and against, and to promptly pay to an Indemnified Buyer Parent Party or reimburse an Indemnified Buyer Parent Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwise) (individually a "LossLOSS" and collectively, the "LossesLOSSES") sustained or incurred by any Buyer Parent Indemnified Party relating to, resulting from, arising out of or otherwise by virtue of (i) any misrepresentation or breach of a representation or warranty made herein or in any certificate delivered hereunder by the Company or any Shareholder, (ii) any non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder, of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by the Company, any Shareholder, or any Affiliate of the Company or any Shareholder, (iii) any allegations by a third party that is not an Indemnified Buyer Parent Party which, if true, would constitute a misrepresentation or breach of a representation or warranty made herein by the Company or any Shareholder or non-compliance with or breach by the Company or any Shareholder, or any Affiliate of the Company or any Shareholder of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by any Shareholder, the Company or any or their respective Affiliates, or (iv) any failure to obtain the consents set forth on SCHEDULE 3.7 hereto or (v) any obligation or liability, contingent or otherwise, of the Company or any Shareholder for brokers' or finders' fees or commissions in connection with the transactions contemplated by this Agreement Agreement. Subject to Section 5.12(d)(iii), the liability of the Shareholders hereunder (and Parent's recourse with respect to the liability of the Shareholders) shall be limited to the Share Consideration, which shall be valued at the Closing Bide Price of Parent Common Stock on the trading day immediately preceding the date of the written notice delivered pursuant to Section 5.12(c) hereof. "CLOSING BID PRICE" means, for the Parent Common Stock as of any date, the last closing bid price for such security on the principal securities exchange or trading market where such security is listed or traded (the Transaction Documents"PRINCIPAL MARKET') as reported by Bloomberg Financial Markets ("BLOOMBERG"), or if the foregoing does not apply, the last closing bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price is reported for such security by Bloomberg, the last closing trade price for such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such security on such date on any of the foregoing bases, the Closing Bid Price of such security on such date shall be the fair market value as mutually determined by the Company and the Shareholders collectively. All such determinations are to be appropriately adjusted for any stock dividend, stock split or other similar transaction during such period.

Indemnification by the Shareholders. From (a) The Shareholders, jointly and after severally, agree to and shall indemnify the ClosingPurchaser, the Shareholders agrees to indemnify, defend and save Buyer and its AffiliatesPurchaser Parent, and each of the Companies (and their respective officers, directors, employees or agents (eachemployees, an "Indemnified Buyer Party")agents, harmless from and againstshareholders, Subsidiaries, Affiliates, representatives, successors, and to promptly pay to an Indemnified Buyer Party or reimburse an Indemnified Buyer Party for, any and all liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, remediations, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts incurred by any indemnified party in any action or proceeding between such indemnified party and the indemnitor or between any indemnified party and any third party or otherwiseassigns) (individually each individually, a "Loss" “Purchaser Indemnified Party” and collectively, the "Losses"“Purchaser Indemnified Parties”) sustained and the New Operator and the New Operator Parent (and their respective officers, directors, managers, members, employees, agents, shareholders, Subsidiaries, Affiliates, representatives, successors, and assigns) (each individually, a “New Operator Indemnified Party” and collectively, the “New Operator Indemnified Parties”) and defend and hold the Purchaser Indemnified Parties and the New Operator Indemnified Parties harmless against any Losses that the Purchaser Indemnified Parties and the New Operator Indemnified Parties suffer, sustain or incurred by any Buyer Indemnified Party relating to, resulting from, arising out of or otherwise by virtue become subject to as a result of (i) any misrepresentation in any of the representations or breach of a representation any of the warranties of the Shareholders or warranty made herein by the Company or any ShareholderCompanies contained in this Agreement, (ii) any non-compliance with breach of, or breach by the failure to perform, any covenant of any Company or any Shareholder, or any Affiliate of the Company or any Shareholder, of any of their respective covenants or agreements Shareholder contained in this Agreement or the Transaction Documents to be performed by the Company, any Shareholder, or any Affiliate of the Company or any ShareholderAgreement, (iii) any allegations claim for refund or reimbursement of any payment made to any Company by any Person who was a third party that is not an Indemnified Buyer Party which, if true, would constitute a misrepresentation customer of the Business on or breach of a representation prior to the Closing Date based on preference or warranty made herein priority as asserted by the Company any receiver or any Shareholder trustee in bankruptcy or non-compliance with or breach by the Company or any Shareholderbankruptcy court, or any Affiliate of the Company or any Shareholder of any of their respective covenants or agreements contained in this Agreement or the Transaction Documents to be performed by any Shareholder, the Company or any or their respective Affiliates, (iv) any failure claim for refund or reimbursement of any payment made to obtain any Company by any Person or Governmental Agency before the consents set forth on SCHEDULE 3.7 hereto or (v) Closing Date. The Shareholders acknowledge that neither the Purchaser Indemnified Parties nor the New Operator Indemnified Parties shall have any obligation to seek recovery or liabilityreimbursement for any Losses from any applicable insurance coverage before seeking recovery from the Shareholders pursuant to this Article XI, contingent except that, with respect to Losses which are covered by the Tail Coverage, the Purchaser Indemnified Parties and the New Operator Indemnified Parties first must seek recovery or otherwise, of reimbursement under the Company or any Shareholder for brokers' or finders' fees or commissions in connection with the transactions contemplated by this Agreement or the Transaction DocumentsTail Coverage.