Common use of Extent of Indemnity Clause in Contracts

Extent of Indemnity. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ hereby agrees to indemnify and hold harmless Buyer from and against: (i) any loss, liability, claim, obligation, damage or deficiency of or to Buyer or any Company arising out of or resulting from any breach of any representation or warranty on the part of the Sellers or any Company contained in this Agreement or in any statement or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby; (ii) any loss, liability, claim, obligation, damage or deficiency of or to Buyer or any Company arising out of or resulting from any nonfulfillment of any agreement on the part of the Sellers or any Company contained in this Agreement or in any statement or certificate furnished or to be furnished to Buyer pursuant hereto or in connection with the transactions contemplated hereby; (iii) any and all liabilities of any Company of any nature, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transactions entered into, or any state of facts existing, prior to such date, except (A) liabilities reflected as liabilities on the Closing Balance Sheet (but only to the extent so reserved or reflected), and (B) liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice and to the extent permitted by this Agreement and reflected on the books of account of the Companies; (iv) any and all liabilities, except to the extent otherwise reflected in the Closing Balance Sheet for (A) Taxes of the Companies for any taxable period ending on or before the Closing Date, (B) in the case of a taxable period that includes, but does not end on, the Closing Date, Taxes of the Companies that are allocable to the portion of such taxable period up to and including the Closing Date (a "Pre-Closing Period"), (C) any liability for Taxes of any consolidated, combined or unitary group of corporations that included a Company on or before the Closing Date and for which the Company may be liable under Treas. Reg. ss.1.1502-6 or analogous provisions of state, local or foreign tax law, and (D) any liability for Taxes of any other person pursuant to the terms of a tax sharing or tax allocation agreement or similar arrangement. Taxes allocable to a Pre-Closing Period shall be determined, in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes, based on an interim closing of the books basis as of the Closing Date. (v) any actions, judgments, costs and expenses (including reasonable attorneys' fees and all other expenses incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened) incident to any of the foregoing or the enforcement of this Section; (vi) any losses, liability, claim, obligation, damage or deficiency of or to any Company arising out of or resulting from or pertaining to environmental conditions or violations first occurring, exiting or arising prior to the Closing, including without limitation, (A) (i) the presence, Release, or threat of Release of Hazardous Materials at any property now or previously owned, operated or leased by the Company or in connection with its or their business; (ii) arising from the off-site Management, Release or threat of Release of Hazardous Materials generated by or on behalf of any Company prior to Closing Date; or (iii) the violation of any Environmental Law by any Company prior to Closing and for a reasonable period of time after the Closing Date necessary to come into compliance with any Law; or (B) arising out of any of the events or circumstances described in the preceding clause (A) based on a claim or theory that any Company is a successor in interest to any of its predecessors.

Extent of Indemnity. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ The Company, after the Initial Closing and until the Termination Date, and the Shareholders severally but not jointly (based upon each Shareholder's pro rata ownership of all issued and outstanding shares of Company Common Stock (excluding for this purpose the Purchaser Preferred Shares and all shares of Company Common Stock issuable upon conversion of the Purchaser Preferred Shares) immediately prior to the Initial Closing), after the Subsequent Closing, hereby agrees agree to indemnify indemnify, defend and hold harmless Buyer Purchaser and its officers, directors and affiliates (the "Purchaser Indemnified Parties") from and against: (i) any loss, liability, claim, obligation, damage damage, deficiency, costs and expenses, fines or deficiency penalties (including without limitation reasonable attorney fees and other defense costs, costs of investigation, remediation or other response actions) of or to Buyer or any Company a Purchaser Indemnified Party arising out of or resulting from any misrepresentation or breach of any representation or warranty on the part of the Sellers Company or any Company Shareholder contained in this Agreement or in any agreement (including without limitation the Registration Rights Agreement) or statement or certificate furnished or to be furnished to Buyer Purchaser pursuant hereto or in connection with the transactions contemplated hereby, excluding the Voting Agreements and the Option Agreements (which Voting Agreements and Option Agreements include their own provisions with respect to remedies available to Purchaser); (ii) any loss, liability, claim, obligation, damage or deficiency deficiency, costs and expenses, fines or penalties (including without limitation reasonable attorney fees and other defense costs, costs of investigation, remediation or other response actions) of or to Buyer or any Company a Purchaser Indemnified Party arising out of or resulting from any breach or nonfulfillment of any covenant or agreement on the part of the Sellers Company or any Company Shareholder contained in this Agreement or in any agreement (including without limitation the Registration Rights Agreement) or statement or certificate furnished or to be furnished to Buyer Purchaser pursuant hereto or in connection with the transactions contemplated hereby;, excluding the Voting Agreements and the Option Agreements (which Voting Agreements and Option Agreements include their own provisions with respect to remedies available to Purchaser); and (iii) any and all liabilities of any Company of any nature, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Closing Date or arising out of any transactions entered into, or any state of facts existing, prior to such date, except (A) liabilities reflected as liabilities on the Closing Balance Sheet (but only to the extent so reserved or reflected), and (B) liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice and to the extent permitted by this Agreement and reflected on the books of account of the Companies; (iv) any and all liabilities, except to the extent otherwise reflected in the Closing Balance Sheet for (A) Taxes of the Companies for any taxable period ending on or before the Closing Date, (B) in the case of a taxable period that includes, but does not end on, the Closing Date, Taxes of the Companies that are allocable to the portion of such taxable period up to and including the Closing Date (a "Pre-Closing Period"), (C) any liability for Taxes of any consolidated, combined or unitary group of corporations that included a Company on or before the Closing Date and for which the Company may be liable under Treas. Reg. ss.1.1502-6 or analogous provisions of state, local or foreign tax law, and (D) any liability for Taxes of any other person pursuant to the terms of a tax sharing or tax allocation agreement or similar arrangement. Taxes allocable to a Pre-Closing Period shall be determined, in the case of real and personal property Taxes, on a per diem basis and, in the case of other Taxes, based on an interim closing of the books basis as of the Closing Date. (v) any actions, judgments, costs and expenses (including reasonable attorneys' attorney fees and all other expenses incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened) incident to any of the foregoing or the enforcement of this Section; ; provided, however, that notwithstanding the foregoing, the first source of recovery by any Purchaser Indemnified Party for Damages (vias defined below) any lossesunder this Section 10.01(a), liability, claim, obligation, damage or deficiency of or to any Company arising out of or resulting from or pertaining to environmental conditions or violations first occurring, exiting or arising prior for which a Shareholder shall be held liable shall be the amount deposited by such Shareholder pursuant to the ClosingEscrow Agreement in accordance with Section 1.03(h), including without limitation, (Aand the recovery by such Purchaser Indemnified Party of such Damages from the amount deposited pursuant to the Escrow Agreement shall not be limited by the several and not joint nature of the liability of the Shareholders pursuant to Section 10.01(a) (i) the presence, Release, or threat of Release of Hazardous Materials at for any property now or previously owned, operated or leased breach by the Company or in connection with its or their business; only (iias opposed to a breach by a Shareholder) arising from the off-site Management, Release or threat of Release of Hazardous Materials generated by or on behalf of any representation or warranty. Notwithstanding anything to the contrary herein, in the event of any breach of Section 7.11 hereof, the liability of each Shareholder shall be several and not joint. In no event shall the pro rata share of the liability of any Shareholder for any Damages pursuant to this Section 10.01 be less than a percentage that is equal to the percentage of the outstanding Company prior to Common Stock owned by such Shareholder on the Initial Closing Date; . For purposes of this Agreement, the aggregate amount of such losses, liabilities, claims, obligations, damages, deficiencies, costs, expenses, fines or penalties (iiiincluding without limitation reasonable attorney fees and other defense costs, costs of investigation, remediation or other response actions) the violation of any Environmental Law by any Company prior a party seeking indemnification under this Article X shall be hereinafter referred to Closing and for a reasonable period of time after the Closing Date necessary to come into compliance with any Law; as "Damage" or (B) arising out of any of the events or circumstances described in the preceding clause (A) based on a claim or theory that any Company is a successor in interest to any of its predecessors"Damages."