Common use of Indemnification by Designated Shareholders Clause in Contracts

Indemnification by Designated Shareholders. From and after the Effective Time (but subject to Section 9.1(a)), the Designated Shareholders, severally, to the extent of each such shareholder's pro rata interest in the Escrowed Shares, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 or in the Designated Shareholders' Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Disclosure Schedule delivered by Ibex to Castelle prior to the Closing); (ii) any breach of any covenant or obligation of Ibex or any of the Designated Shareholders (including the covenants set forth in Sections 4 and 5); or (iii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" or "(ii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9).

Indemnification by Designated Shareholders. (a) From and after the Effective Time (but subject to Section 9.1(a7.1(a)), the Designated Shareholders, severally, jointly and severally (but subject to the extent of each such shareholder's pro rata interest individual liability limitations set forth in the Escrowed SharesSection 7.3(a) herein), shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of (or allegation of any inaccuracy in or breach of) any representation or warranty of the Company as set forth in Section 2 this Agreement or in the Designated Shareholders' Company Closing Certificate Certificate, as set forth in this Agreement (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Disclosure Schedule delivered by Ibex to Castelle prior to the Closing); (ii) any breach of (or allegation of any breach of) any covenant or obligation of Ibex the Company in this Agreement or of any of the Designated Shareholders (including or any of the covenants set forth Non-Designated Shareholders in Sections 4 and 5)the Transaction Agreements; or (iii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" or "(ii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 97).

Indemnification by Designated Shareholders. From For a period of one year from and after the Effective Time (but subject to Section 9.1(a)), the Designated Shareholders, severally, to the extent of each such shareholder's pro rata interest in the Escrowed Shares, Shareholders severally shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 or in the Closing Certificate of the Designated Shareholders' Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but giving effect to any update to the Disclosure Schedule delivered by Ibex to Castelle prior to the Closing); (ii) any breach of any covenant or obligation of Ibex the Company or any of the Designated Shareholders (including Shareholders(including the covenants set forth in Sections 4 and 5); or (iii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)" or "(ii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9). Notwithstanding the foregoing, any obligation on the part of the Designated Shareholders that arises under this Section 9.2 that concerns or relates to Section 2.3 of this Agreement to indemnify the Indemnitees, shall survive indefinitely. Furthermore, Mr. Chanin, individually, shall xxx xx xxquired to indemnify any Indemnitee for any Damages suffered or incurred by any of the Indemnitees which arise from or as a result of, or are directly or indirectly connected with this Agreement, including without limitation the type of inaccuracy or breach identified in clauses (i) and (ii) above or the type of Legal Proceeding set forth in clause (iii) above.