Common use of Indemnification by Principals Clause in Contracts

Indemnification by Principals. (a) The Principals shall (without any right of contribution from ECI or the Surviving Corporation or any right of indemnification against ECI or the Surviving Corporation) jointly and severally indemnify, defend and hold harmless Parent and Merger Sub and each of their respective directors, officers and agents (collectively, the "Parent Group") from and against the amount of any damage, loss, cost or expense, including reasonable attorneys' fees and settlement costs ("Loss"), suffered, incurred or paid by any member of the Parent Group occasioned or caused by, resulting from or arising out of the following (collectively, "Parent Claims"): (i) Any failure by ECI or the Principals to perform, abide by or fulfill any of the agreements, covenants or obligations of ECI or the Principals set forth in or entered into, in connection with this Agreement; (ii) Any breach of any of the representations or warranties set forth in this Agreement, or any certificate or Schedule or other writing furnished pursuant hereto; (iii) Any fraud or wilful or deliberate wrongdoing of ECI or any Principal; (iv) Any claim, known or unknown, arising out of or by virtue of or based upon any liability or obligation of ECI which is not disclosed in any Schedule to this Agreement and is required so to be; (v) Any claim, known or unknown, arising out of or by virtue of or based upon any failure by ECI to perform any obligation or satisfy any liability under (vi) Any liability or obligation for any tort or any breach or violation of any contractual, quasi-contractual, legal, fiduciary or equitable duty by any Principal, whether before, at or after the Closing; or (vii) In addition to and without derogating from any of the foregoing, any liability or obligation of ECI, whether or not disclosed to or known by Parent or Merger Sub, in excess of $800,000 plus an amount equal to one half of the amounts carried on ECI's books for (a) noncurrent portions of leases and (b) capitalized leases (totaling approximately $86,000 on the date hereof). (b) The amount of any Loss shall be the amount of cash reimbursement that, when received by the member or members of the Parent Group incurring such Loss, shall place such member or members of the Parent Group in the same financial position it or they would have been in if such Loss had not occurred.