Indemnification Provisions for Benefit of the Shareholders. If PentaStar breaches (or if any Person other than a Shareholder alleges facts that, if true, would mean PentaStar has breached) any of its representations or warranties contained herein and the Shareholders' Agent gives notice of a claim for indemnification against PentaStar within the Survival Period, or if PentaStar or the Acquiror breaches (or if any Person other than a Shareholder alleges facts that, if true, would mean PentaStar or the Acquiror has breached) any of its respective covenants contained herein or any of its respective representations, warranties or covenants contained in any Other PentaStar Agreement and the Shareholders' Agent gives notice thereof to PentaStar, then PentaStar or the Acquiror, as the case may be, agrees to indemnify and hold harmless the Shareholders from and against any Adverse Consequences the Shareholders may suffer which result from, arise out of, relate to, or are caused by the breach or alleged breach by such Person, regardless of whether the Adverse Consequences are suffered during or after the Survival Period. In determining whether there has been a breach of any representation or warranty contained in Section 3.2 and in determining the amount of Adverse Consequences suffered by the Shareholders for purposes of this Section 7.2, such representations and warranties shall not be qualified by "material," "materiality," "in all material respects," "best knowledge," "best of knowledge" or "knowledge" or words of similar import, or by any phrase using any such terms or words. If any dispute arises concerning whether any indemnification is owing which cannot be resolved by negotiation among the parties within 30 days of notice of claim for indemnification from the party claiming indemnification to the party against whom such claim is asserted, the dispute shall be resolved by arbitration pursuant to this Agreement. If a Shareholder is sued in an action relating in whole or in part to a claim against which he or she is or may be entitled to indemnification hereunder, he or she may, at its option, join PentaStar or the Acquiror, as the case may be, in that action and have his right to indemnification adjudicated by the court.
Indemnification Provisions for Benefit of the Shareholders. In the event the Merger Sub or Exsorbet breaches any of its representations, warranties, and covenants contained herein, then the Merger Sub and Exsorbet agree to indemnify the Shareholders from and against the entirety of any damages the Shareholders, or any of them, may suffer as a result of such breach.
Indemnification Provisions for Benefit of the Shareholders. In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer had breached) any of their representations, warranties (or any of such representations or warranties is untrue or inaccurate), covenants and agreements contained herein or in any certificate, document, instrument or agreement delivered pursuant to this Agreement, and, provided that the Shareholders makes a written claim for indemnification against the Buyer pursuant to Section below within the applicable claim period provided in 8(a) above, then the Buyer agrees to indemnify the Shareholders and each of his representatives (the "Indemnified Shareholders") from and against the entirety of any Adverse Consequences the Indemnified Shareholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Indemnified Shareholders may suffer after the end of any applicable claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Shareholders. In the event eCom breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Paragraph 9.1 above, provided that any of the Shareholders makes a written claim for indemnification against eCom pursuant to Paragraph 12.12 below within such survival period, then eCom agrees to indemnify each of the Shareholders from and against the entirety of any Adverse Consequences the Shareholder may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Shareholder may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). eCom's obligation to indemnify the Shareholders as provided by this paragraph 9.3 is expressly conditioned upon delivery by Shareholders to eCom of a written claim for indemnification for each claim for which indemnification is being sought within a reasonable time after Shareholders become aware of the cause for any such claim for indemnification.
Indemnification Provisions for Benefit of the Shareholders. In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer had breached) any of its representations, warranties (or any of such representations or warranties is untrue or inaccurate), covenants and agreements contained herein (including, without limitation, the indemnification provisions of Section and Section or the payment obligations of the Company set forth on Section -Permitted Distributions of the Disclosure Schedule) or in any certificate, document, instrument or agreement delivered pursuant to this Agreement, and, provided that the Shareholders makes a written claim for indemnification against Buyer pursuant to Section below within the applicable claim period provided in Section 10(a) above, then Buyer and Orius, jointly and severally, agree to indemnify the Shareholders and each of their representatives (the "Indemnified Shareholders") from and against the entirety of any Adverse Consequences the Indemnified Shareholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Indemnified Shareholders may suffer after the end of any applicable claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Shareholders. If there is any breach or inaccuracy of any of the representations, warranties or covenants of Parent or Newco contained herein or in any Schedule, Exhibit, certificate or other document delivered by or on behalf of Parent or Newco pursuant to this Agreement, or if any third party alleges facts that, if true, would mean that such a breach or inaccuracy existed, then Parent or Newco shall indemnify the Shareholders and their respective successors and permitted assigns from and against all Adverse Consequences that they have suffered or may suffer caused by, resulting from, arising out of or relating to such breach or inaccuracy through and after the date of such claim; provided however, that (i) Parent or Newco shall not have any obligation to indemnify the Shareholders under this Section 6.03 unless the amount of Adverse Consequences suffered by the Shareholders by reason of all such breaches or inaccuracies exceeds $50,000 in the aggregate, at which point Parent or Newco shall be obligated to indemnify the Shareholders from and against all such Adverse Consequences, without any deductible amount, and (ii) in no event shall Parent or Newco have any obligation to indemnify the Shareholders under this Section 6.03 for an amount, in the aggregate in excess of $10 million with respect to claims for indemnification made during the first eighteen months following the Closing Date and, with respect to claims made after the expiration of such 18-month period, such amount shall be reduced to $5 million.
Indemnification Provisions for Benefit of the Shareholders. In the event Parent or Buyer breaches any of their representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Shareholder Representative makes a written claim for indemnification setting forth with specificity the basis for such claim against Parent or the Surviving Corporation pursuant to Section 10(g) below within such survival period, then Parent and the Surviving Corporation, jointly and severally, agree to defend, indemnify and hold harmless the Shareholders from and against the entirety of any Adverse Consequences (up to but not in excess of the Aggregate Consideration), the Shareholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Shareholders may suffer after the end of any applicable survival period) resulting from, arising out of, or caused by the breach. The foregoing limitation shall not apply to a failure to pay any of the Aggregate Consideration.
Indemnification Provisions for Benefit of the Shareholders. In the event Grace or Merger Sub breaches (or in the event any third party alleges facts that, if true, would mean that Grace or Merger Sub has breached) any of their respective representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 11(a) above, provided that any of the Shareholders makes a written claim for indemnification against Grace pursuant to Section 12(h) below within such survival period, then Grace agrees to indemnify each of the Shareholders from and against the entirety of any Adverse Consequences the Shareholders may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Shareholder may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Shareholders. In the event North American breaches any of its representations, warranties (or any such representations or warranties is untrue or inaccurate), covenants and agreements contained herein or in any certificate, document, instrument or agreement delivered pursuant to this Agreement, and, provided that the Shareholders makes a written claim for indemnification against North American pursuant to Section 9(g) below within the applicable claim period provided in 6(a) above, then North American agrees to indemnify the Shareholders and each of his representatives (the "Indemnified Shareholders") from and against the entirety of any Adverse Consequences the Indemnified Shareholders may suffer through and after the date of the claim for indemnification (including, if proper and timely notice is given, any Adverse Consequences the Indemnified Shareholders may suffer after the end of any applicable claim period) resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that North American shall not have any obligation to indemnify the Indemnified Shareholders from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty contained in Section 4(b) above until the Shareholders have suffered Adverse Consequences by reason of all such breaches exceeds $50,000 (at which point the North American will be obligated to indemnify Indemnified Shareholders from and against all such Adverse Consequences exceeding $50,000).
Indemnification Provisions for Benefit of the Shareholders. Subsequent to the Closing, Dover Petroleum shall not have any indemnification obligation in favor of Shareholders in the event Dover Petroleum breaches (or in the event any third party alleges facts that, if true, would mean Dover Petroleum has breached) any of its representations, warranties and covenants contained herein.
