Common use of Shareholders' Indemnity Clause in Contracts

Shareholders' Indemnity. Subject to the limitations set forth in Section 11.2(b), the Shareholders will indemnify and hold harmless IVG and the Surviving Corporation and their respective officers, directors, agents and employees, and each person, if any, who controls or may control IVG and the Surviving Corporation (hereinafter in this Section 11.2 referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any and all claims, demands, actions, causes of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, net of any recoveries under insurance policies or tax savings known to such Indemnified Persons at the time of making of claim hereunder, arising out of any (i) Tax liability (including interest and penalties, if any) owed by Cheyenne, SES, its Subsidiaries or other affiliates incurred or accrued on or prior to the Effective Time, whether or not specified on SCHEDULE 4.8; (ii) misrepresentation or breach of or default in connection with any of the representations, warranties and covenants given or made by Cheyenne, SES or the Shareholders in this Agreement or any certificate, document or instrument delivered by or on behalf of Cheyenne, SES or by the Shareholders pursuant hereto; (iii) any liability of Cheyenne arising on or prior to the Closing Date (except for the Assumed Liabilities); (iv) any liability based on, arising out of, or resulting from the Excluded Assets; and (v) any liability to or monies paid after the Closing, directly or indirectly, to or for the benefit of Xxxx Xxxxxxx, II or Xxxxx Xxxxxxxxxx, or relating to any preferred stock of SES outstanding prior to the Closing (the foregoing items are hereafter in this Section 11.2 referred to as "IVG DAMAGES").

Shareholders' Indemnity. Subject to the limitations set forth in Section 11.2(b)The Indemnifying Parties, the Shareholders jointly and ----------------------- severally, will indemnify Buyer against and agree to hold harmless IVG and the Surviving Corporation and their respective officers, directors, agents and employees, and each person, if any, who controls or may control IVG and the Surviving Corporation (hereinafter in this Section 11.2 referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any and all claimsdamage, demandsloss, actionsliability, causes of actionclaim, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, net obligation of any recoveries under nature whatsoever (after taking into account any insurance policies proceeds received) and expense (including any reasonable expenses of investigation and reasonable attorneys' fees and expenses), including the Current Asset Shortfall to the extent the Subsequent Class B Consideration is not reduced by such Current Asset Shortfall (each a "Loss") incurred by Parent, Buyer or tax savings known to such Indemnified Persons at the time of making of claim hereunder, Company arising out of any (i) Tax liability (including interest and penaltiesbreach of any representation or warranty, if any) owed by Cheyenne, SES, its Subsidiaries covenant or other affiliates incurred or accrued on or prior to the Effective Time, whether or not specified on SCHEDULE 4.8; (ii) misrepresentation or breach of or default in connection with any agreement of the representations, warranties and covenants given or made by Cheyenne, SES Company or the Shareholders in this Agreement Indemnifying Parties contained or incorporated by reference herein or otherwise. The Indemnifying Parties shall not have any certificate, document or instrument delivered by or on behalf right of Cheyenne, SES or by the Shareholders pursuant hereto; (iii) any liability of Cheyenne arising on or prior to the Closing Date (except for the Assumed Liabilities); (iv) any liability based on, arising out of, or resulting contribution from the Excluded Assets; and (v) Company with respect to any liability to or monies paid Loss claimed by Buyer after the Closing, directly or indirectly, to or . As partial security for the benefit of Xxxx Xxxxxxx, II or Xxxxx Xxxxxxxxxx, or relating to any preferred stock of SES outstanding prior to the Closing (the foregoing items are hereafter indemnity provided in this Section 11.2 referred 7.2, Buyer shall have the right to as "IVG DAMAGES"set off amounts from any Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration in the manner provided in Section 7.2(c). In addition to setting off amounts from the Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration, Buyer may, at its sole discretion, seek indemnification for Losses directly from the Indemnifying Parties in the manner and to the extent provided in Section 7.2(d). Except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants of the Indemnifying Parties or the Company contained in this Agreement, the maximum amount that Buyer may recover from the Indemnifying Parties and Buyer's recourse against the Indemnifying Parties pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which such Indemnifying Party is beneficially entitled; provided, that, except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants of Xxxxxxxx Xxxxxxx of which he has personal knowledge, the maximum amount that Buyer may recover from Xxxxxxxx Xxxxxxx and Buyer's recourse against Xxxxxxxx Xxxxxxx pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which Xxxxxxxx Xxxxxxx is beneficially entitled.

Shareholders' Indemnity. Subject to the limitations set forth in Section 11.2(bprovisions of Sections 9.02(d)-(j), 9.03 and 9.04 hereof and the next sentence, the Shareholders will indemnify (on a several, and not on a joint and several basis, based upon such Shareholders’ Allocable Portion set forth on the Shareholders Schedule attached hereto (the “Allocable Portion”)) shall indemnify, defend and hold harmless IVG and the Surviving Corporation Buyer, the Company and their respective officers, directors, agents and employees, Affiliates, shareholders, representatives and each personagents (collectively, if any, who controls or may control IVG and the Surviving Corporation (hereinafter in this Section 11.2 referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS"“Buyer Indemnified Parties”) from and against any actual loss, liability, obligation, damage, cost or expense (including without limitation reasonable legal fees and expenses and all demands, claims, demandsactions, actionscosts of investigation, causes of action, lossesproceedings, costsarbitrations, damagesjudgments, liabilities settlements and expenses including, without limitation, reasonable legal fees, net of any recoveries under insurance policies or tax savings known to such Indemnified Persons at the time of making of claim hereunder, arising out of any (i) Tax liability (including interest and penalties, if any) owed by Cheyenne, SES, its Subsidiaries or other affiliates incurred or accrued on or prior to the Effective Timeassessments, whether or not specified on SCHEDULE 4.8; ultimately determined to be valid) (collectively, “Losses” and individually, a “Loss”) which the Buyer Indemnified Party suffers, sustains or becomes subject to as a result of (i) any breach of any covenant of the Company or any of the Shareholders set forth herein, (ii) misrepresentation or any breach of or default in connection with any of the representations, representations and warranties and covenants given or made by Cheyenne, SES or of the Shareholders and/or the Company set forth in this Agreement or Article 4 hereof and as restated in any certificate, document or instrument certificate delivered by or on behalf of Cheyenne, SES or by the Company and/or the Shareholders pursuant hereto; at the Closing, and (iii) any liability of Cheyenne arising on or prior Transaction Expenses, to the Closing Date extent not paid in accordance with Section 1.02(b)(iv) hereof. Notwithstanding anything herein to the contrary: (except for 1) the Assumed LiabilitiesBuyer Indemnified Parties shall not be entitled to seek indemnification with respect to any Loss, unless and until the amount of any single incident or group of related incidents of Loss suffered by the Buyer Indemnified Parties exceeds $10,000 (the “Threshold”); , and then only to the extent the aggregate amount of all Losses exceeding the Threshold exceeds $1,000,000 (ivthe “Deductible Amount”) any liability based on, arising out of, or resulting from in the Excluded Assetsaggregate; and (v2) the aggregate amount of all payments to which the Buyer Indemnified Parties shall be entitled to receive in satisfaction of claims for indemnification pursuant to this Section 9.02(a) shall in no event exceed $20,000,000 (the “Cap”); provided, however, that neither the Deductible Amount nor the Cap nor the time limitation set forth in Section 9.02(d) below shall apply with respect to any liability to or monies paid after the Closing, directly or indirectlyTransactional Expenses, to or the extent not paid in accordance with Section 1.02(b)(iv) hereof, to any claim for income taxes pursuant to Section 9.3(b) hereof, to any claim in the benefit nature of Xxxx Xxxxxxx, II or Xxxxx Xxxxxxxxxxfraud, or relating to any preferred stock claim under the last sentence of SES outstanding prior to the Closing (the foregoing items are hereafter in this Section 11.2 referred to as "IVG DAMAGES")4.05(c) hereof.

Shareholders' Indemnity. Subject Shareholders hereby indemnify, defend and hold harmless Buyer from and against, and in respect to, any and all losses, expenses, costs, obligations, liabilities and damages including interest, penalties and reasonable attorneys' fees and expenses, that Buyer may incur by reason of Shareholders' or Corporation's breach of or failure by Shareholders or Corporation to the limitations set forth perform, any of their representations, warranties, commitments, covenants or agreements in Section 11.2(b)this Agreement, the including any exhibit hereto. Shareholders will further indemnify and hold Buyer and Corporation harmless IVG and the Surviving Corporation and their respective officers, directors, agents and employees, and each person, if any, who controls or may control IVG and the Surviving Corporation from: (hereinafter in this Section 11.2 referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS"i) from and against any and all claimscosts or expenses related to Corporation's compliance with foreign, demandsfederal, actionsstate, causes and local tax laws for periods of action, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees, net of any recoveries under insurance policies or tax savings known to such Indemnified Persons at the time of making of claim hereunder, arising out of any (i) Tax liability (including interest and penalties, if any) owed by Cheyenne, SES, its Subsidiaries or other affiliates incurred or accrued on or prior to the Effective Time, whether or not specified on SCHEDULE 4.8; (ii) misrepresentation or breach of or default in connection with any of the representations, warranties and covenants given or made by Cheyenne, SES or the Shareholders in this Agreement or any certificate, document or instrument delivered by or on behalf of Cheyenne, SES or by the Shareholders pursuant hereto; (iii) any liability of Cheyenne arising on or prior to the Closing Date including, but not limited to, paying all taxes when and as requested to do so by Buyer (except the "Tax Indemnity") and (ii) any and all costs or expenses of whatsoever type or kind (including tax liability inclusive of interest and penalties) related to those certain unresolved accounting issues disclosed in Schedule 2.7, notwithstanding their disclosure in such Schedule 2.7 (collectively, the "GAAP Exceptions"), provided, however, Shareholders shall have no liability arising out of the exercise of stock options including no effect on the Earnout Payment. The liability of Shareholders hereunder shall be joint and several with the following exceptions: (i) Except as noted herein, Siegxx, Xxzell and Lauderdale shall only be liable up to the amount of their pro rata Shareholder interest as set forth on Schedule 1.2 (A-2) for indemnification and damages arising out of breaches of any representation and warranty by Shareholders or any other damages attributable to Shareholders arising out of the Assumed Liabilities)Agreement that would result in a reduction of the Purchase Price or Earnout Payments; (ivii) any Each Shareholder's liability based onfor damages attributable to a misrepresentation or breach by said Shareholder of the representations and warranties set forth in Sections 2.2, 2.3, 2.5, 2.36 and 9.1 shall be limited to those damages arising out of, of said Shareholder's misrepresentation or resulting from the Excluded Assets; and (v) any liability to or monies paid after the Closing, directly or indirectly, to or for the benefit of Xxxx Xxxxxxx, II or Xxxxx Xxxxxxxxxx, or relating to any preferred stock of SES outstanding prior to the Closing (the foregoing items are hereafter in this Section 11.2 referred to as "IVG DAMAGES")breach.

Shareholders' Indemnity. Subject to the limitations set forth in provisions of Section 11.2(b)14.3, the Shareholders will indemnify shall indemnify, defend, and hold harmless IVG protect USCC and the Surviving Corporation and their respective its officers, directors, shareholders, employees and agents and employees(collectively, and each person, if any, who controls or may control IVG and the Surviving Corporation (hereinafter in this Section 11.2 referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONSUSCC Indemnified Parties") and shall hold the USCC Indemnified Parties harmless from and against any and all claims, demands, actions, causes of action, losses, costs, expenses, obligations, liabilities, damages, liabilities recoveries and expenses includingdeficiencies, without limitationincluding interest, penalties, and reasonable legal attorneys' fees, net of that the USCC Indemnified Parties may incur or suffer which arise from or relate to (a) any recoveries under insurance policies breach or tax savings known to such Indemnified Persons at the time of making of claim hereunder, arising out of any (i) Tax liability (including interest and penalties, if any) owed by Cheyenne, SES, its Subsidiaries or other affiliates incurred or accrued on or prior to the Effective Time, whether or not specified on SCHEDULE 4.8; (ii) misrepresentation or breach of or default in connection with any of the representations, warranties and covenants given or made by Cheyenne, SES or the Shareholders in this Agreement or any certificate, document or instrument delivered by or on behalf of Cheyenne, SES or failure by the Shareholders pursuant hereto; to perform any of their representations, warranties, covenants or agreements in this Agreement, or (iiib) any liability of Cheyenne to any person or entity accruing or arising on or prior to the Closing Date (except for the Assumed Liabilities); (iv) any liability based on, arising out of, and relating to or resulting from the Excluded Assets; and (v) any liability to Company or monies paid after the Closing, directly or indirectly, to or for operation of the benefit business of Xxxx Xxxxxxx, II or Xxxxx Xxxxxxxxxx, or relating to any preferred stock of SES outstanding the Company prior to the Closing (Date other than those arising in the foregoing items are hereafter ordinary course of business to the extent that such liabilities or other obligations were incurred in creating work in progress, accounts receivable or other assets for the Company. The Shareholders' liability hereunder shall be in proportion to, and shall not exceed, the number of Preferred USCC Shares each receives from this Section 11.2 referred transaction. The USCC Indemnified Parties shall promptly notify the Shareholders of any matter to as "IVG DAMAGES")which the Shareholders' indemnification obligations would apply, and shall give the Shareholders a reasonable opportunity to defend the same at their own expense and with counsel of their own selection; provided that the USCC Indemnified Parties shall at all times also have the right to fully participate in the defense at their own expense. If the Shareholders shall, within a reasonable time after such notice, fail to defend, the USCC Indemnified Parties shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle such matter on behalf, for the account, and at the risk of the USCC Indemnified Parties.