Common use of Indemnification by Shareholder Clause in Contracts

Indemnification by Shareholder. Subject to the terms of this ------------------------------ Article 9, the Shareholder hereby covenants and agrees to indemnify, defend, save and hold harmless Merger Sub, InterCept and the Surviving Corporation and their respective officers, directors, employees, agents, affiliates or any of their respective successors, predecessors, assigns or personal representatives (collectively, the "InterCept Indemnified Parties"), from and against any demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the InterCept Indemnified Parties which arise out of or result from: (i) any misrepresentation in or breach of any of the representations, warranties or covenants made by the Company or the Shareholder in this Agreement; (ii) any misrepresentation in a document, certificate or affidavit delivered by or on behalf of the Company or the Shareholder in connection with this Agreement; (iii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement; (iv) any guaranty, Claim against or other material liability of the Company not otherwise disclosed hereunder or in any Schedule hereto, including but not limited to, any claims relating to any unpaid Taxes; or (v) any claim alleging misconduct of, by or under the control of the Company or the Shareholder which is criminal or of a grossly negligent character that is attributable to events occurring prior to the execution of this Agreement.

Indemnification by Shareholder. Subject (a) Shareholder (for purposes of this Section 8.3(a) and, to the terms of this ------------------------------ Article 9extent applicable, the Shareholder hereby covenants Section 8.3(b) and agrees to indemnifySection 8.4, defend, save "Indemnitor") shall indemnify and hold harmless Merger Sub, InterCept PSC and the Surviving Corporation Parent and their respective officers, directors, employeesshareholders, affiliates, agents, affiliates or any employees, legal representatives, successors and assigns (each of their respective successorsthe foregoing, predecessorsincluding PSC and Parent, assigns or personal representatives (collectivelyfor purposes of this Section 8.3(a) and, to the extent applicable, Sections 8.3(b) and Section 8.4, an "InterCept Indemnified PartiesPerson"), ) harmless from and against any demandsand all liabilities, losses, claims, damages, actions, lossessuits, damagescosts, deficiencies, liabilities, costs deficiencies and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the InterCept Indemnified Parties which arise out of or result from: (i) any misrepresentation in or breach of any of the representations, warranties or covenants made by the Company or the Shareholder in this Agreement; (ii) any misrepresentation in a document, certificate or affidavit delivered by or on behalf of the Company or the Shareholder in connection with this Agreement; (iii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement; (iv) any guaranty, Claim against or other material liability of the Company not otherwise disclosed hereunder or in any Schedule hereto, including but not limited to, reasonable fees and disbursements of counsel through appeal), arising from or by reason of or resulting from any claims relating breach by Indemnitor (or any of them) of any representation or warranty contained in this Agreement (including the Exhibits hereto) and each document, certificate or other instrument furnished or to any unpaid Taxes; or (v) any claim alleging misconduct ofbe furnished by Indemnitor hereunder, by or under the control of the Company or the Shareholder which is criminal or of a grossly negligent character that is attributable and with respect to events occurring all times prior to the execution Closing, arising from or by reason of or resulting from the Indemnitor's management and conduct of the ownership or operation of each of the Networks or the performance of the Contracts and from any alleged act of negligence of Indemnitor or its employees, agents and independent contractors in or about any of the Networks or the Contracts. (b) Shareholder agrees to indemnify and hold harmless each Indemnified Person from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies and expenses, including, but not limited to, reasonable fees and disbursements of counsel through appeal, resulting from, arising out of, relating to or caused by any breach of any covenant or agreement of Shareholder contained in this Agreement. (c) It is specifically acknowledged and agreed that the obligations of Shareholder under this Section 8.3 shall be limited to 100% of the value (such value to be the value set forth in Section 1.1 of the shares of the Parent Common Stock received by Shareholder under this Agreement).

Indemnification by Shareholder. Subject The Shareholder, Medi-Serve and the Company (subject to the terms limitations set forth in Section 14.11 hereof) jointly and severally, shall indemnify and defend Buyer and each of this ------------------------------ Article 9, the Shareholder hereby covenants and agrees to indemnify, defend, save and hold harmless Merger Sub, InterCept and the Surviving Corporation and their respective its officers, directors, employees, agents, affiliates or any of employees and advisors, and their respective successorssuccessors and assigns ("BUYER INDEMNITEES") and hold each of them harmless against and with respect to any and all damage, predecessorsloss, assigns or personal representatives (collectivelyliability, the "InterCept Indemnified Parties")deficiency, from cost and against any demands, claims, actions, losses, damages, deficiencies, liabilities, costs and expenses expense (including, without limitation, reasonable attorneys' and accountants' attorney's fees and expenses), together with interest and penalties, if any, awarded by court order ) (all of the foregoing hereinafter collectively referred to as "LOSS") resulting from or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the InterCept Indemnified Parties which arise arising out of or result fromthe following: (iA) any misrepresentation inaccuracy in any representation, or breach of any of the representationswarranty or certification, warranties or covenants made by Shareholder, Medi-Serve or the Company or the Shareholder in pursuant to this Agreement; (iiB) the breach of any misrepresentation in a documentcovenant or undertaking by Shareholder, certificate Medi-Serve or affidavit delivered by or on behalf of the Company or the Shareholder in connection with made pursuant to this Agreement; (iiiC) the continued existence after the execution of this Agreement of any Lien in violation of this AgreementProhibited Liability, including, without limitation, any Reimbursement Liabilities; (ivD) the termination of any guarantyTaylor Lease pursuant to the Taylor Litigation; (E) ▇▇▇ ▇ction, Claim against suit, proceeding, ▇▇▇▇nd, claim, assessment, judgment, settlement (to the extent approved by the Shareholder, such approval not to be unreasonably withheld, delayed or conditioned), cost or legal or other material liability expense incident to any of the Company not otherwise disclosed hereunder or in any Schedule hereto, including but not limited to, any claims relating to any unpaid Taxes; or (v) any claim alleging misconduct of, by or under the control of the Company or the Shareholder which is criminal or of a grossly negligent character that is attributable to events occurring prior to the execution of this Agreementforegoing.