GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders (other than the Shareholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a "CCC Indemnified Party" and --------------------- collectively, the "CCC Indemnified Parties") from, against and in respect of: -----------------------
GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. Each of the Shareholders, jointly and severally, covenants and agrees to indemnify, defend, protect and hold harmless ENVOY, Merger Sub and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, an "Indemnified Party" and collectively, "Indemnified Parties") from, against and in respect of:
GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. Subject to the provisions contained herein, each of the Shareholders shall be liable to the Buyer and their respective directors, officers and employees (collectively, the "BUYER INDEMNIFIED PERSONS" and each a "BUYER INDEMNIFIED Person") and shall defend, indemnify and hold harmless all of the Buyer Indemnified Persons against any and all Claims incurred or suffered by or imposed upon any of the Buyer Indemnified Persons arising directly or indirectly out of:
GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. Each Shareholder, jointly and severally to the extent hereinafter set forth, covenants and agrees to indemnify, defend, protect and hold harmless HCCH, Merger Sub and the Surviving Corporation and their respective officers, directors, employees, shareholders, members, assigns, successors and affiliates (individually, an "Indemnified Party" and collectively, "Indemnified Parties") from, against and in respect of:
GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders, jointly and severally, covenant and agree to indemnify, defend, protect and hold harmless CCC, Newco and the Surviving Corporation and their respective officers, directors, employees, shareholders, assigns, successors and affiliates (individually, a "CCC Indemnified Party" and collectively, the "CCC Indemnified Parties") from, against and in respect of: (a) all liabilities, losses, claims, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, sustained, incurred or paid by the CCC Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) any breach of any representation or warranty of the Shareholders or the Company set forth in this Agreement or any Schedule or certificate, delivered by or on behalf of any Shareholder or the Company in connection herewith; or (ii) any nonfulfillment of any covenant or agreement by the Shareholders or, prior to the Effective Time, the Company, under this Agreement; or (iii) the assertion against any CCC Indemnified Party of any Damages relating to the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the directors, officers, shareholders, employees or agents of the Company prior to the Closing Date, other than Damages arising from matters expressly disclosed in the Company Financial Statements, this Agreement or the Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.27 (environmental matters), and any receivables from related persons that are listed on SCHEDULE 8.12 and are not repaid pursuant to their terms; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 10.1. 10.2
GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. Subject to the provisions of this ARTICLE XI, the Principal Shareholder and the Shareholders’ Representative (on behalf of the other Shareholders) covenant and agree that they will, severally and not jointly, but limited to each Shareholder’s Pro Rata Share (except as expressly provided in Section 11.1(a)(i)), indemnify, defend, protect, and hold harmless each of the Tyler Entities, and their respective officers, directors, managers, employees, shareholders, members, agents, representatives, and Affiliates, from and after the Effective Time from and against all Losses incurred by any of such indemnified Persons as a result of or arising from (a) during the applicable Survival Period, any breach of the representations and warranties (i) of the Principal Shareholder as set forth in ARTICLE IV (with respect to which the Principal Shareholder’s indemnity obligation pursuant to this Section 11.1(a)(i) shall not be limited to the Principal Shareholder’s Pro Rata Share and the other Shareholders shall have no indemnity obligation), or (ii) of NWS as set forth in ARTICLE V, (b) during the applicable Survival Period, any breach or nonfulfillment of any covenant or agreement on the part of the Shareholders or NWS under this Agreement, or (c) any Proceeding by a Shareholder against NWS, the Surviving Company, or their respective Affiliates and Representatives with respect to any event or action occurring on or before the Effective Time (but excluding (i) any obligation of the Tyler Entities pursuant to this Agreement and (ii) any employment claim accrued by NWS prior to the Effective Time but payable by the Surviving Company after the Effective Time).
GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. The Shareholders hereby agree to indemnify and hold Acquiror, the Company and their respective officers, directors, agents and representatives (collectively, the "Acquiror Indemnified Persons") harmless against all Losses resulting from, imposed upon or incurred by any Acquiror Indemnified Person, directly or indirectly, as a result of (a) any inaccuracy or breach of a representation or warranty of any Shareholder, other than any such inaccuracy or breach which is disclosed in a written supplement to the Disclosure Schedule provided to Acquiror pursuant to Section 6.11 hereof and which is expressly identified in the certificate delivered to Acquiror pursuant to Section 7.1(n) hereof as having caused the condition specified in Section 7.1(a) not to be satisfied; (b) any failure by any Shareholder to perform or comply with any covenant or agreement contained in this Agreement, any Related Agreement or any document, certificate or agreement furnished pursuant to this Agreement; (c) the obligations of the Shareholders with respect to Expenses set forth in Section 10.10 hereof, including, without limitation, the fees and expenses of the Financial Advisor; and (d) the matters described on Schedule 2.16 hereto. Notwithstanding the foregoing, the Shareholders shall not have any liability for claims for Losses asserted under Section 9.2(a) or (b) until such time as the aggregate amount of such claims exceeds One Hundred Thousand Dollars ($100,000) (the "Basket Amount"), at which point the Shareholders shall be
GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. Subject to the limitations set forth in Section 8.5, the Shareholders shall jointly and severally indemnify and hold harmless HumaScan, from and against, and shall reimburse HumaScan for, any Damages which may be sustained, suffered or incurred by any of them, whether as a result of any Third Party Claim or otherwise, and which arise or result from or in connection with or are attributable to (i) the breach of any of a Shareholder's covenants, representations, warranties, agreements, obligations or undertakings contained in this Agreement; or (ii) the operation of Company's business prior to the Closing Date. Claims made for indemnity hereunder must be made prior to the second anniversary of the Closing Date, except that with respect to claims arising as a result of a breach of the representations and warranties in (A) Sections 2.1, 2.2 and 2.4, such claims may be made without limitation as to time, and (B) Section 2.10, such claims must be made prior to one year after the expiration of the statute of limitations for each respective Tax. Any claim for indemnity asserted within the relevant period shall survive until resolved.
GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. Upon and after consummation of the transactions contemplated hereby, the Shareholders shall indemnify and hold harmless the Purchaser for the full amount of all losses, claims, costs, expenses, obligations, settlement, payments, awards, judgments, fines, penalties, damages, deficiencies and liabilities or other charges (including reasonable attorneys' fees) (collectively, "Losses"), arising from or constituting (i) a breach of any of Shareholders' representations or warranties herein or in any certificate delivered pursuant hereto by or on behalf of the Shareholders (other than Section 3.6(a), Section 3.6(e), the sole remedies for the breach thereof being set forth in Section 9.1, and other than Section 3.13(a) and the other clauses of Section 3.13 to the extent they address Environmental Matters, the sole remedies for the breach thereof being set forth in Sections 9.2 and 10.6) or (ii) a breach of or failure to perform any of the covenants or agreements made by the Shareholders or either of them in this Agreement which survive the Closing Date and are not covered by Section 9.1, 9.2, 9.3 or 10.3. Notwithstanding the foregoing, the Shareholders shall be liable under this Section 10.2 only if, and then only to the extent that, the aggregate amount of any Losses pursuant to this Section 10.2 and any Environmental Claims pursuant to Section 10.6 for which the Purchaser or any other Person indemnified hereunder after the Closing Date is entitled to indemnification (determined without regard to any materiality qualification, if any, contained in any representation, warranty or covenant giving rise to a claim for indemnity hereunder) (i) exceeds $750,000 in the aggregate and (ii) shall not exceed 100% of the Purchase Price. Notwithstanding the preceding sentence, Purchaser shall be entitled to indemnification for any Losses arising from failure by the Shareholders to make any payments required to be made under Section 1.6 as adjustments to the Purchase Price without regard to 71 83 the $750,000 limitation set forth in clause (i) of such sentence but nevertheless subject to clause (ii) of such sentence.
GENERAL INDEMNIFICATION BY THE SHAREHOLDERS. Subject to the provisions contained herein, each of the Shareholders shall be liable to the Buyer and their respective directors, officers and employees (collectively, <PAGE> - 57 - the "BUYER INDEMNIFIED PERSONS" and each a "BUYER INDEMNIFIED Person") and shall defend, indemnify and hold harmless all of the Buyer Indemnified Persons against any and all Claims incurred or suffered by or imposed upon any of the Buyer Indemnified Persons arising directly or indirectly out of: (a) the breach of any agreement, covenant, representation or warranty of any of the Shareholders or the Company contained in or contemplated by this Agreement (other than Sections 2.12, 4.11, 4.12 or 4.13 hereof) or in any other agreement or document required to be furnished by any of the Shareholders or the Company to the Buyer hereunder; and (b) the non-fulfilment of any agreement, covenant or obligation of any of the Shareholders or the Company contained in this Agreement (other than Sections 2.12, 4.11, 4.12 or 4.13 hereof) or in any other agreement or document required to be entered into by any of the Shareholders or the Company pursuant hereto to the extent not waived in writing by the Buyer. The obligation of indemnification of the Shareholders hereunder shall be joint and several. For the purpose of this indemnification all representations and warranties shall be read without giving effect to any qualification as to materiality. 7.3
