Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. Subject to the limitations of Section 6.6, the Shareholders hereby agree to indemnify and hold harmless the Surviving Corporation and Parent in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which the Surviving Corporation or Parent (but without duplication) incurs as a result of the breach of: (A) any of the representations or warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Final Closing; or (C) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Preliminary Closing and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations of the Shareholders under this Section 6.2 shall survive the Preliminary Closing and the Final Closing and will terminate at the time specified in Section 6.6.

Indemnification by the Shareholders. Subject Each Shareholder agrees to indemnify, hold harmless and reimburse, to the limitations of Section 6.6, fullest extent permitted by Law (in the Shareholders hereby agree same manner and to indemnify and hold harmless the Surviving Corporation and Parent in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which the Surviving Corporation or Parent (but without duplication) incurs same extent as a result of the breach of: (A) any of the representations or warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to 4(a)), the extent that the Company has insurance to adequately cover potential liabilities for environmental mattersCompany, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) its Affiliates, officers, directors, and each Person, if any, who controls any of the covenants made by foregoing within the Shareholders in this Agreement which are to be performed at or after the Final Closing; or (C) any meaning of the covenants made by Securities Act or the Shareholders Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in this Agreement which are or omission or alleged omission to be performed at state a material fact from such Registration Statement, any Prospectus contained therein, or after the Preliminary Closing and prior any amendment or supplement thereto, to the Final Closing extent, but only if to the breach thereof is willful extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and intentional in conformity with written information about such Shareholder furnished to the Company by such Shareholder or its authorized representative expressly for inclusion therein, it being understood and involves self-dealing or bad faith. The indemnification agreed that the only such information furnished by any Shareholder consists of the information described as such in Section 4(a); provided, however, that a Shareholder shall not be liable for any amounts in excess of the net proceeds received by such Shareholder from sales of Registrable Securities pursuant to the Registration Statement to which the claims relate; provided, further, that the obligations of the Shareholders under this Section 6.2 shall be several and not joint and several. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the Preliminary Closing and transfer of such securities by the Final Closing and will terminate at the time specified in Section 6.6Company.

Indemnification by the Shareholders. (i) Subject to the limitations provisions of Section 6.68.1, Section 8.2(a) and Section 8.4 hereof, the Shareholders hereby agree to Shareholders, severally in accordance with their respective Shareholder Percentage, shall indemnify and hold harmless Parent and Surviving Company, Sub and their directors, officers, employees, Affiliates, and agents (collectively, an “indemnitee”) at all times from and after the Surviving Corporation Closing Date, against and Parent in respect of any losses, claims, damages, liabilities Losses arising from or related expenses (including, but not limited relating to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which the Surviving Corporation or Parent (but without duplication) incurs as a result of the breach of: (A) any breach of any of the representations or warranties made by the DAI or Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in including, but not limited to, Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended4.19(b); or (B) any breach of the covenants and agreements made by the DAI or Shareholders in this Agreement which are to be performed at or after the Final ClosingAgreement; or (C) any claims made by third parties that were not included on the schedules herein as actual or potential claims or liabilities, including, but not limited to, any claims for indemnification and by any taxing authority, arising from the operations of the covenants made DAI Business or any DAI agreements, transactions or contracts entered into prior to and through the Closing Date; (D) any liability for any transactions or agreements between any of DAI’s current or former shareholders, Shareholders, officers, directors or employees entered into prior to and through the Closing Date that were not included on the schedules herein as actual or potential claims or liabilities; and (E) the enforcement by the Shareholders in this Agreement which are Parent and Sub or other Indemnitee of their rights to be performed at or after the Preliminary Closing indemnified, defended and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations of the Shareholders held harmless under this Section 6.2 shall survive the Preliminary Closing and the Final Closing and will terminate at the time specified in Section 6.6Agreement.

Indemnification by the Shareholders. Subject to the limitations of Section 6.6, the Shareholders hereby agree to indemnify and hold harmless Parent and the Surviving Corporation and Parent Company in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which Parent or the Surviving Corporation or Parent Company (but without duplication) incurs as a result of the breach of: (A) any of the representations or warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Final Closing; or (C) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Preliminary Closing and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations of the Shareholders under this Section 6.2 shall survive the Preliminary Closing and the Final Closing and will terminate at the time specified in Section 6.6.