Common use of Indemnification by Shareholders Clause in Contracts

Indemnification by Shareholders. (a) Subject to Sections 9.5, 9.6, and 9.8, the Shareholders shall, severally, defend, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent and Subs with respect to, any and all Losses incurred by Parent or Subs by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders or the Companies of any representation or warranty of the Shareholders or the Companies contained in this Agreement or in any certificate delivered to Parent or Subs pursuant to the provisions of this Agreement, and (ii) the failure, partial or total, of the Companies or the Shareholders to perform any agreement or covenant required by this Agreement to be performed by them. There shall be no right of contribution from any Company or any successor to the Companies. (b) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defend, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent with respect to, any and all Losses incurred by Parent or Subs by reason of or arising out of or in connection with the operations of JR Land Company and its predecessors prior to the formation of Rabanco Companies on November 25, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalip) and with respect to any and all Losses, including but not limited to environmental liabilities, incurred by Parent or Subs by reason of or arising out of or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past or present ownership or other interest in any companies unrelated to the Companies and the Subsidiaries.

Indemnification by Shareholders. (a) Subject On the terms and conditions and subject to Sections 9.5the limitations provided in this Article 7, 9.6, and 9.8, the Shareholders shall, severally, defend, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent and Subs with respect to, any and all Losses incurred by Parent or Subs by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders or the Companies of any representation or warranty each of the Shareholders or the Companies contained in this Agreement or in any certificate delivered to Parent or Subs pursuant to the provisions of this Agreement, and (ii) the failure, partial or total, of the Companies or the Shareholders to perform any agreement or covenant required by this Agreement to be performed by them. There shall be no right of contribution from any Company or any successor to the Companies. (b) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defend, indemnify, defend and hold Parent and Subs harmless from and against, and reimburse Parent with respect to, any and all Losses incurred by Parent or Subs by reason of or arising out of or in connection with the operations of JR Land Company and its predecessors prior to the formation of Rabanco Companies on November 25, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, Key, the Parent, their affiliates and Tulalip) subsidiaries and their respective officers, directors, employees, agents and stockholders (collectively, the "Key Indemnified Parties"), against and with respect to any and all Lossesclaims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including but not limited interest, penalties and attorneys' fees (collectively, the "Damages") that such indemnitees shall incur or suffer, which arise, result from or relate to environmental liabilities(i) any breach of, incurred by Parent or Subs by reason of failure by, the Shareholders to perform, their respective representations, warranties, covenants or arising out of agreements in this Agreement or in connection with Jo▇▇▇ any schedule, certificate, exhibit or other instrument furnished or delivered by Key or the Parent to the Shareholders under this Agreement to the extent such Damages exceed $100,000 in the aggregate or (ii) the Liabilities of ▇▇▇▇▇▇'▇ past at the Effective Time; provided, however, that the Shareholders shall not be required to so indemnify, defend and hold harmless the Key Indemnified Parties against and with respect to any Damages incurred as a result of a breach by either of the Shareholders of their respective representations and warranties in this Agreement or present ownership in any schedule, certificate, exhibit or other interest in any companies unrelated instrument furnished or delivered to Key by either of the Shareholders under this Agreement for which a Key Indemnified Party fails to provide written notice of a claim for such Damages to the Companies and Shareholders on or before the Subsidiariesexpiration of the survival period (as specified in Section 8.1 hereof) of the specific representation or warranty alleged to have been breached.

Indemnification by Shareholders. (a) Subject to Sections 9.5, 9.6, and 9.8Section 8.5, the Shareholders shallShareholders, severallyseverally and not jointly, defend, agree to indemnify, defend and hold Parent harmless Parent, its directors, officers, employees and Subs harmless agents, from and against, and reimburse Parent and Subs with respect to, against any and all Losses Damages asserted against, relating to, imposed upon, suffered or incurred by Parent or Subs Parent, Merger Subsidiary, its officers, directors, employees, agents and Affiliates, out of and to the extent of the Escrow Funds and/or Parent's right of off set against the Earnout Payment, if any, in connection with enforcing their indemnification rights pursuant to this Section 8.2 by reason of or arising out of or in connection with resulting from (i) any breachuntrue representation of, or any claim (including claims by parties other than Parent breach of warranty by, the Company or Subs) that if true, would constitute a breach, by the Shareholders or the Companies of any representation or warranty of the Shareholders or the Companies contained in this Agreement or its Subsidiaries in any certificate delivered to Parent or Subs pursuant to the provisions part of this Agreement, and (ii) the failureany nonfulfillment of any covenant, partial agreement or total, undertaking of the Companies or the Shareholders to perform any agreement or covenant required by this Agreement to be performed by them. There shall be no right of contribution from any Company or its Subsidiaries in any successor part of this Agreement, (iii) any Product Liability Claim or other third party claim relating to the Companies. (b) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defendCompany or its Subsidiaries, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent with respect to, any and all Losses incurred by Parent or Subs by reason of whether presently in existence or arising hereafter from acts, events, conditions or circumstances existing or occurring on or before the Effective Time, regardless of whether such Product Liability Claim or third party claim arises out of or constitutes a breach of any representation, warranty or covenant in connection with the operations of JR Land Company and its predecessors prior this Agreement, (iv) any payments made to Dissenting Shareholders pursuant to the formation CGCL in excess of Rabanco Companies on November 25, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting Shareholders, and Tulalip(v) and with respect any negative Purchase Price Adjustment made pursuant to any and all Losses, including but not limited Section 1.10 (each of the above shall be referred to environmental liabilities, incurred by Parent or Subs by reason of or arising out of or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past or present ownership or other interest in any companies unrelated to the Companies and the Subsidiariesherein as an "Indemnification Liability").

Indemnification by Shareholders. (a) Subject to Sections 9.5, 9.6, the other terms and 9.8conditions of this Article VIII, the Shareholders shall, jointly and severally, defendindemnify and defend each of Parent and its Affiliates (including the Company) and their respective Representatives (collectively, indemnifythe “Parent Indemnitees”) against, and shall hold Parent and Subs each of them harmless from and against, and shall pay and reimburse Parent and Subs with respect toeach of them for, any and all Losses (without duplication) incurred by or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or Subs by reason of or arising out of or in connection with of: (ia) any breach, inaccuracy in or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders or the Companies breach of any representation or warranty of the Shareholders representations or warranties of the Companies Company contained in this Agreement or in any certificate or instrument delivered to Parent by or Subs on behalf of the Company pursuant to the provisions of this Agreement, and (ii) the failure, partial or total, as of the Companies date such representation or warranty was made or as if such representation or warranty was made on and as of the Shareholders Closing Date (except for representations and warranties that expressly relate to perform a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or covenant required by this Agreement obligation to be performed by them. There shall be no right of contribution from any the Company or any successor pursuant to the Companies.this Agreement; (bc) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defend, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent with respect to, any and all Losses incurred claim made by Parent or Subs by reason of or arising out of or in connection with the operations of JR Land Company and its predecessors prior any Shareholder relating to the formation of Rabanco Companies on November 25, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalip) and such Person’s rights with respect to the Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet; (d) any and all Lossesamounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares; (e) any indebtedness of the Company for borrowed money outstanding after the SPAC Merger Closing (but not limited to environmental liabilities, incurred by Parent or Subs by reason of or arising out of or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past or present ownership or other interest in any companies unrelated to specifically excluding the Companies and PPP Loan); or (f) the SubsidiariesTax Litigation.

Indemnification by Shareholders. (a) Subject to Sections 9.5, 9.6, the other terms and 9.8conditions of this Article VIII (Indemnification), the Shareholders shallshall severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, severally, defend, indemnifythe “Buyer Indemnitees”) against, and shall hold Parent and Subs each of them harmless from and against, and shall pay and reimburse Parent and Subs with respect toeach of them for, any and all Losses incurred by Parent or Subs sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of or arising out of or in connection with (i) any breach, inaccuracy or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders or the Companies breach of any representation or warranty of the Shareholders representations or the Companies contained warranties in this Agreement Section 3.01 (Authority of Shareholders) or in any certificate or instrument delivered to Parent by or Subs on behalf of such Shareholder pursuant to the provisions of this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date) or (ii) the failureany breach or non-fulfillment of any covenant, partial or total, of the Companies or the Shareholders to perform any agreement or covenant required by this Agreement obligation to be performed by them. There shall be no right of contribution from any Company or any successor such Shareholder pursuant to the Companiesthis Agreement. (b) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defendSubject to the other terms and conditions of this Article VIII (Indemnification), indemnifythe Insider Shareholders shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold Parent and Subs each of them harmless from and against, and shall pay and reimburse Parent with respect toeach of them for, any and all Losses incurred by Parent or Subs by reason of sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of or in connection with the operations of JR Land Company and its predecessors prior to the formation of Rabanco Companies on November 25of, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalip) and with respect to any and all Losses, including but not limited to environmental liabilities, incurred by Parent or Subs by reason of: (i) any inaccuracy in or breach of any of the representations or arising out warranties of the Shareholders or the Company contained in this Agreement (other than Section 3.01 (Authority of Shareholders)) or in connection any certificate or instrument delivered by or on behalf of any Insider Shareholder or the Company pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with Jo▇▇▇ ▇▇▇▇▇▇'▇ past reference to such specified date); (ii) any breach or present ownership non-fulfillment of any covenant, agreement or obligation to be performed by the Shareholders or the Company (other interest than as provided in subsection (a)(ii) above) pursuant to this Agreement; or (iii) any companies unrelated to the Companies and the SubsidiariesTax Losses.

Indemnification by Shareholders. (a) Subject to Sections 9.5the limitations set forth in this Article X, 9.6, from and 9.8after the Closing Date, the Shareholders shallof the Company (the "Shareholder Indemnitors"), jointly and severally, defend, indemnify, shall hold harmless and hold indemnify the Parent and Subs harmless Indemnitees from and against, and shall compensate and reimburse each of the Parent and Subs with respect toIndemnitees for, any and all Losses Damages which are directly or indirectly suffered or incurred by any of the Parent Indemnitees or Subs by reason to which any of the Parent 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 arising out of are directly or in connection with indirectly connected with: (i) any breachmisrepresentation in, inaccuracy in or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders or the Companies breach of any representation or warranty of the Shareholders or the Companies contained Company set forth in this Agreement or in any agreement, certificate delivered or instrument furnished or to be furnished to Parent pursuant hereto or Subs pursuant to in connection with the provisions of this Agreement, and transactions contemplated hereby; (ii) the failure, partial any breach of any covenant or total, obligation of the Companies Company (including the covenants set forth in Articles VI and VII); (iii) any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel ("Legal Proceeding") relating to any inaccuracy or breach of the Shareholders type referred to perform in clause (i) or (ii) above; (iv) any agreement Legal Proceeding set forth in Section 4.8 of the Company Disclosure Schedule; (v) any Legal Proceeding initiated by a shareholder or covenant shareholders of the Company challenging the fairness of the Merger; (vi) any Legal Proceeding commenced by any Parent Indemnitee for the purpose of enforcing any of its rights under this Article X, (vii) any and all amounts payable to any shareholder of the Company who exercises his or her right to dissent from the Merger and the transactions contemplated hereby and seeks to receive the fair value of such shareholder's shares of Company Common Stock in accordance with the NJBCA or (viii) any claims or assertions made by any employees or shareholders of the Company for stock or other rights pursuant to any phantom stock arrangement that the Company may have, whether oral or written. Any amount of Damages required by this Agreement to be performed by them. There indemnified pursuant to this Section 10.2 shall be no right of contribution from any Company or any successor deemed, to the Companiesextent permitted by law, an adjustment in the Merger Consideration. (b) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defendFrom and after the Effective Time, indemnifythe Shareholder Indemnitors, jointly and severally, shall hold harmless and indemnify each of the Parent and Subs harmless Indemnitees from and against, and shall compensate and reimburse each of the Parent with respect toIndemnitees for: (i) any Taxes of the Company (and related Damages) attributable to any taxable period (or portion thereof) ending on or before the Closing Date, to the extent such Taxes exceed the accrual for such Taxes on the Company Balance Sheet; (ii) any increase in Tax liability (and all Losses incurred related Damages) resulting from the Company being liable for any Taxes (a) of any consolidated group of which the Company was a member on or before the Closing Date pursuant to Section 1.1502-6 of the Treasury Regulations or any analogous state, local or foreign provisions and (b) of any Person as transferee or successor, by Parent contract or Subs by reason otherwise for any taxable period (or portion thereof) ending on or before the Closing Date. In the event a taxable period includes a period prior to the Closing Date, Taxes shall, in the case of real and personal property Taxes, be apportioned ratably to such taxable period on a daily basis and, in the case of other Taxes, be apportioned to such taxable period based on a closing of the books on the Closing Date. (c) Each of the Company and the Shareholders acknowledges and agrees that, if the Surviving Corporation suffers, incurs or arising out otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the operations rights of JR Land Company the Surviving Corporation as a Parent Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and its predecessors prior to the formation of Rabanco Companies on November 25, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalip) and with respect to any and all Losses, including but not limited to environmental liabilities, incurred by Parent or Subs by reason of or arising out of or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past such inaccuracy or present ownership or other interest in any companies unrelated to the Companies and the Subsidiariesbreach.

Indemnification by Shareholders. (a) Subject In addition to Sections 9.5any other remedies available to Key under this Agreement, 9.6, and 9.8, the Shareholders shall, severally, defend, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent and Subs with respect to, any and all Losses incurred by Parent or Subs by reason of or arising out of at law or in connection with (i) any breachequity, or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders or the Companies of any representation or warranty each of the Shareholders or the Companies contained in this Agreement or in any certificate delivered to Parent or Subs pursuant to the provisions of this Agreement, and (ii) the failure, partial or total, of the Companies or the Shareholders to perform any agreement or covenant required by this Agreement to be performed by them. There shall be no right of contribution from any Company or any successor to the Companies. (b) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defend, indemnify, defend and hold Parent and Subs harmless from and against, and reimburse Parent with respect to, any and all Losses incurred by Parent or Subs by reason of or arising out of or in connection with the operations of JR Land Company Key and its predecessors prior to the formation of Rabanco Companies on November 25officers, 1985directors, including without limitation the first four claims listed in Schedule 3.12 (Brouhardemployees, Andersonagents and stockholders, Ma▇▇▇▇▇▇▇, and Tulalip) against and with respect to any and all Lossesclaims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of action and deficiencies, including but not limited interest, penalties and reasonable attorneys' fees and expenses (collectively, the "Damages") that such indemnitees shall incur or suffer, which arise, result from or relate to environmental liabilities(i) any breach by any of the Shareholders of (or the failure of any of the Shareholders to perform) their respective representations, incurred by Parent warranties, covenants or Subs by reason of or arising out of agreements in this Agreement or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past or present ownership any schedule, certificate, exhibit or other interest instrument furnished or delivered to Key by any of the Shareholders under this Agreement or (ii) Hitwell's relationship with any Terminated Employees on or before the date hereof; provided, however, that the Shareholders shall not be required to so indemnify, defend and hold harmless Key and its officers, directors, employees, agent and stockholders, against and with respect to any Damages incurred as a result of a breach by any of the Shareholders of their respective representations and warranties in this Agreement or in any companies unrelated schedule, certificate, exhibit or other instrument furnished or delivered to Key by any of the Shareholders under this Agreement for which Key fails to provide written notice of a claim for such Damages to the Companies and Shareholders on or before the Subsidiariesexpiration of the survival period (as specified in Section 5.1 hereof) of the specific representation or warranty alleged to have been breached.

Indemnification by Shareholders. (a) Subject From and after the Effective Time (but subject to Sections 9.5, 9.6, and 9.8Section 9.1), the Shareholders shallshareholders of the Company who shall have received, severallyor shall be entitled to receive, defendParent Common Stock and/or cash payments pursuant to Section 1.5 (the "Indemnitors"), indemnifyseverally but not jointly, shall hold harmless and hold Parent and Subs harmless indemnify each of the Indemnitees from and against, and shall compensate and reimburse (which compensation and reimbursement, except in the event of intentional fraud or breaches of representations and warranties set forth in Section 2.14, shall be solely from and out of the Escrow Consideration) each of the Indemnitees for, (i) 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: (A) any inaccuracy in or breach of any representation or warranty set forth in Section 2 or the 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 with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing) to the extent such representation and Subs warranty has not expired pursuant to Section 9.1 above; and (B) any breach of any covenant or obligation of the Company (including the covenants set forth in Sections 4 and 5); (ii) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(A)", or "(B)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9). The indemnities contained in this Section 9.2 shall expire on the date 18 months following the Closing Date, except (i) with respect toto which a notice of an inaccuracy in or a breach of any of the representations and warranties or breach of any covenant or obligation shall have been provided, (ii) with respect to intentional fraud; and (iii) with respect to breaches of the representations and warranties set forth in Section 2.14 herein. (b) The Company acknowledges and agrees that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any and all Losses incurred by Parent or Subs by reason of or arising out Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of the Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or breach. (c) The Indemnitors shall not be required to make any indemnification payment pursuant to Section 9.2(a)(i) or (ii) until such time as the total amount of all Damages (including the Damages arising from any inaccuracies in or breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $500,000 in the aggregate (the "Damages Threshold"); provided, however, if the total amount of such Damages exceeds the Damages Threshold, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for any and all Damages regardless of the Damages Threshold. (d) Notwithstanding anything to the contrary set forth in this Agreement, the maximum liability of each Indemnitor to the Indemnitees for Damages relating to any breach by the Company or Designated Shareholders of any representation or warranty, covenant or other provision contained in this Agreement shall be limited to an amount equal to and, except in the event of intentional fraud or breaches of the representations and warranties set forth in Section 2.14, payable solely out of the Escrow Consideration held in the name of such Indemnitor pursuant to Section 1.8; provided, however,that the limitation with respect to the amount of liability to which any Indemnitor may become subject that are set forth in this Section 9.2(d) shall not apply in the case of intentional fraud. (e) Notwithstanding anything to the contrary set forth in this Agreement, the indemnity provided in this Section 9 shall be the sole and exclusive remedy of the Indemnitees for Damages relating to any breach by the Company or Designated Shareholders of any representation or warranty, covenant or other provision contained in this Agreement; provided, however, that the limitations set forth in this Section 9.2(e) shall not apply in the case of intentional fraud. (f) Notwithstanding anything to the contrary set forth in this Agreement, the Indemnitees shall not be entitled to indemnification under this Section 9 which arises out of facts and circumstances specifically disclosed on the Disclosure Schedule, any update to the Disclosure Schedule delivered prior to Closing or the Company Closing Certificate and not be entitled to indemnification under this Section 9 for any Tax liability incurred by Company arising from: (i) any breachmerger, liquidation, business combination or any claim (including claims other structural change to the Company made by parties other than or on behalf of Parent or Subs) that if trueMerger Sub on or after the Closing Date, would constitute a breach, by the Shareholders or the Companies of any representation or warranty of the Shareholders or the Companies contained in this Agreement or in any certificate delivered to Parent or Subs pursuant to the provisions of this Agreement, and (ii) any Tax election(s) made by or on behalf of Parent or Merger Sub immediately before, on or after the failureClosing Date, partial or total, (iii) any Taxes incurred by the operation of the Companies Company's business by Parent or Merger Sub after the Shareholders to perform any agreement or covenant required by this Agreement to be performed by them. There shall be no right of contribution from any Company or any successor to the CompaniesClosing Date. (bg) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defend, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent with respect to, The parties each agree to use their commercially reasonable efforts to mitigate any and all Losses incurred by Parent or Subs by reason of or arising out of or in connection with the operations of JR Land Company and its predecessors prior Damages which are subject to the formation of Rabanco Companies on November 25, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalip) and with respect to any and all Losses, including but not limited to environmental liabilities, incurred by Parent or Subs by reason of or arising out of or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past or present ownership or other interest in any companies unrelated to the Companies and the Subsidiariesindemnification hereunder.

Indemnification by Shareholders. The Shareholders shall each, proportionately based upon their respective ownership of CIIC Stock as of the Closing Date, severally indemnify AFC and each of its officers, directors, employees, agents, representatives, Affiliates (a) Subject to Sections 9.5including the Surviving Corporation), 9.6successors, and 9.8permitted assigns (other than the Shareholders, the Shareholders shallany of their respective Affiliates or Insiders, severally, defend, indemnifyor any of such Persons’ respective successors or assigns), and hold Parent and Subs each of them harmless from and againstagainst and pay on behalf of or reimburse such Persons in respect of any loss (including diminution in value), liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, attorneys’ fees and reimburse Parent expenses in respect of such claims, court costs and Subs with respect all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, “Losses” and individually, a “Loss”) which any such Person may suffer, sustain, or become subject to, any and all Losses incurred by Parent or Subs by reason as a result of or arising out of the following, subject to the condition that AFC shall take all action reasonably requested by Shareholders to enable Shareholders’ to assert appropriate counterclaims that may exist that relate to or that may reduce such Losses (including claims and causes of action existing in connection with favor of Shareholders or the Seller Group prior to the Closing Date): (i) any breach, or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders misrepresentation or the Companies breach of any representation or warranty of the Shareholders or the Companies contained made by any Shareholder in this Agreement or in any certificate other agreement, certificate, document, or instrument delivered to Parent or Subs pursuant to by any Seller Party on the provisions of this Agreement, and Closing Date; (ii) any non-fulfillment or breach of any covenant or agreement made by any Seller Party in this Agreement or in any other agreement, certificate, document, or instrument delivered by any Seller Party on the failureClosing Date; (iii) any demand, partial claim, action, or totalcause of action by any Person asserted against any of AFC or any of its officers, directors, employees, agents, representatives, Affiliates (including the Surviving Corporation), successors, or permitted assigns (other than the Shareholders, any of their respective Affiliates or Insiders, or any of such Persons’ respective successors or assigns), regardless of whether the claimant is ultimately successful, which, if true, would give rise to a right of indemnity for such Person pursuant to either clause (i) or (ii) above; (iv) any Preexisting Environmental Condition; (v) any Tax resulting from the operation of the Companies Company Group’s business through the Effective Time, except for any Tax that is or would become payable by any member of the Shareholders to perform any agreement Company Group in the ordinary course of its business consistent with past practices; (vi) all claims in tort or covenant required by this Agreement to be performed by them. There shall be no right of contribution from any Company contract, or any successor other Liabilities that were not disclosed in an attached Schedule or reserved for in the Latest Balance Sheet, relating to any member of the Companies. (b) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defendCompany Group or any of their respective officers, indemnifyemployees, and hold Parent and Subs harmless from and againstrepresentatives, and reimburse Parent with respect toagents, any and all Losses incurred by Parent or Subs by reason predecessors, the cause of which occurred or arising out of or in connection with the operations of JR Land Company and its predecessors arose prior to the formation Closing Date; (vii) any claims for dissenters’ or appraisal rights or any other demand, claim, action, or cause of Rabanco Companies on November 25action made by any shareholder of CIIC, 1985whether as a result of his ownership of CIIC Stock, including without limitation the first four claims listed in Schedule 3.12 as a result of any Shareholder Related Contract or Shareholder Employee Agreement, or otherwise; and (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalipviii) and any Tax imposed by a taxing authority arising with respect to any and all Lossesgain or income recognized by CIIC or VACT as a result of the Initial Merger together with the Subsequent Merger not being treated as a reorganization within the meaning of Section 368(a) of the Code, including but not limited any Tax imposed pursuant to environmental liabilitiesSection 1374 of the Code, incurred reduced by Parent any Tax benefits to be realized by AFC, CIIC or Subs by reason VACT as a result of such gain or arising out of or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past or present ownership or other interest in any companies unrelated to the Companies and the Subsidiariesincome.

Indemnification by Shareholders. (a) Subject to Sections 9.5The Purchaser, 9.6the Company, the Subsidiaries and their respective Affiliates and their respective officers, directors, shareholders, agents, representatives, consultants, employees and affiliates, and 9.8all of their respective heirs, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") shall be indemnified and held harmless, jointly and severally by the Shareholders shallentitled to receive the Merger Consideration, severallysolely out of the portion of the Merger Consideration deposited in the Escrow Account, defend, indemnify, against and hold Parent in respect of the net amount (determined after deduction of the amount of any insurance proceeds recovered and Subs harmless from and against, and reimburse Parent and Subs with respect to, any benefits inuring to the Purchaser as a result of the timing for income tax purposes of deductions for such losses as compared to the timing of recoveries under insurance or this Section 11.2): (i) of any and all Losses liabilities, obligations, losses, damages, diminutions of value, liens and deficiencies of any kind or nature ("Losses") not accrued or reserved for in the Final Closing Statement which exist, or which are imposed on, incurred by Parent or Subs asserted against any one or more of the Purchaser Indemnified Parties, (A) based upon, resulting from or arising out of, or as to which there was, any breach or inaccuracy of any representation, warranty, statement, certification, agreement or covenant made by reason of the Company or any Shareholder in this Agreement, any Related Agreement, any Disclosure Schedule hereto or thereto; (B) based upon, resulting from or arising out of any claim, litigation or proceeding brought by any third-party based upon, resulting from, arising out of or concerning any event, fact or circumstance, if and to the extent that such event, fact or circumstance arises out of or relates to the ownership or operation of the Company or the Subsidiaries prior to Closing; (C) arising out of the cost of any required remediation under Environmental Laws of any of the properties now or previously owned, leased, used, occupied or contaminated by the Company or the Subsidiaries, if the materials and/or conditions requiring such remediation existed as of the Closing; (D) in the nature of Taxes for periods through the Closing for which the Company or the Subsidiaries is liable to the extent that an appropriate tax authority has asserted a claim and (i) such Taxes are not reflected on the Financial Statements and did not arise in the ordinary course of business after the date thereof, (ii) such Taxes should have been but were not reflected in any return filed by the Company or the Subsidiaries prior to the Closing, (iii) such Taxes were required to be paid prior to the Closing and were not so paid, or (iv) such Taxes result from the failure by the Company or the Subsidiaries prior to the Closing to comply with any legal requirements relating to information reporting or withholding and payment over of taxes with respect to payments made to third parties; (E) the amount of any brokerage commission, finder's fee or like payment in connection with the transactions contemplated in this Agreement to the extent not included in Company Expenses included in the calculation of the Merger Consideration; (iii) of any breachcost or expenses (including, without limitation, settlement costs and reasonable attorneys', accountants' and experts' fees and court costs) incurred by Purchaser Indemnified Parties in connection with any of the foregoing (including, without limitation, any reasonable cost or any expense incurred by Purchaser Indemnified Parties in enforcing their rights pursuant to this Section 11.2). Each of the above is for purposes of this Agreement a "Purchaser Indemnified Obligation." (b) Claims for indemnification under Section 11.2(a)(i)(B), (C) or (D), above, may be made regardless of whether or not the matter giving rise to such claim (including claims by parties other than Parent or Subs) that if true, would constitute a breachbreach of a representation and warranty made in this Agreement, by any Related Agreement, any Disclosure Schedule hereto and thereto or any other written document. No Purchaser Indemnified Party shall be required to make any claim or demand against any other person or entity prior to the Shareholders or the Companies making of any representation claim or warranty of the demand for indemnification or at any other time. Shareholders or the Companies contained in this Agreement or in agree that, notwithstanding any certificate delivered to Parent or Subs pursuant to the provisions other provision of this Agreement, and (ii) any Related Agreement or applicable Legal Requirements, Purchaser Indemnified Parties shall offset all valid claims for indemnification against the failure, partial or total, Escrow Account in accordance with the terms of the Companies or the Shareholders to perform any agreement or covenant required by this Agreement to be performed by them. There shall be no right of contribution from any Company or any successor to the CompaniesEscrow Agreement. (b) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defend, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent with respect to, any and all Losses incurred by Parent or Subs by reason of or arising out of or in connection with the operations of JR Land Company and its predecessors prior to the formation of Rabanco Companies on November 25, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalip) and with respect to any and all Losses, including but not limited to environmental liabilities, incurred by Parent or Subs by reason of or arising out of or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past or present ownership or other interest in any companies unrelated to the Companies and the Subsidiaries.

Indemnification by Shareholders. From and after the Closing Date (a) Subject but subject to Sections 9.5Section 9.1(a), 9.1(b), 9.1(c), 9.2(b), 9.3 and 9.6, and 9.8), the Shareholders shallshareholders of the Company who shall have received, severallyor shall be entitled to receive, defendParent Common Stock pursuant to Section 1.5 (the "Indemnitors"), indemnifyjointly and severally during the period during which Escrow Shares are held in the Escrow Account and severally but not jointly subsequent to the period during which Escrow Shares are held in the Escrow Account, shall hold harmless and hold Parent and Subs harmless indemnify each of the Indemnitees from and against, and shall compensate and reimburse Parent and Subs with respect toeach of the Indemnitees for, any and all Losses Damages that are suffered or incurred by Parent any of the Indemnitees or Subs by reason to which any of the Indemnitees may otherwise become subject (regardless of whether or arising out of or in connection with not such Damages relate to any third-party claim) to the extent that they are a result of: (i) any breach, inaccuracy in or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders or the Companies breach of any representation or warranty of made by the Shareholders or the Companies contained Company in this Agreement or in any certificate delivered to Parent or Subs pursuant to as of the provisions date of this Agreement, and ; (ii) any inaccuracy in or breach of any representation or warranty made by the failure, partial or total, Company in this Agreement as if such representation and warranty had been made on and as of the Companies Closing Date (except for such representations and warranties that address matters only as of a particular time, which need only be accurate as of such time); (iii) any breach of any covenant or obligation of the Shareholders to perform any agreement or covenant required by Company in this Agreement to be performed by them. There shall be no right of contribution from any Company or any successor prior to the Companies. Closing (bincluding, without limitation, the covenants set forth in Sections 4 and 5); (iv) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defendany claim or demand made by the Company's Counsel, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent the Company's Financial Advisors or the Company's Accountants with respect toto fees, any costs and all Losses incurred by Parent or Subs by reason of or arising out of or expenses payable to them in connection with the operations of JR Land Company and its predecessors prior transactions contemplated by this Agreement to the formation extent that such fees, costs and expenses constitute Excess Transaction Expenses and exceed the Excess Transaction Expenses used in determining the Merger Consideration; (v) any matter described in the last paragraph of Rabanco Companies on November 25, 1985, including without limitation Part 2.19(a) of the first four claims listed Disclosure Schedule; or (vi) any Legal Proceeding relating to (y) any inaccuracy or breach of the type referred to in Schedule 3.12 clause "(Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalip) and with respect to any and all Losses, including but not limited to environmental liabilities, incurred by Parent i)," "(ii)" or Subs by reason of or arising out of or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past or present ownership or other interest in any companies unrelated to the Companies and the Subsidiaries."

Indemnification by Shareholders. Each of the Majority Shareholders shall, jointly and severally, and all other Shareholders, severally and not jointly, shall indemnify, defend and hold harmless in the manner and subject to the limitations and qualifications set forth in this Article VIII, Purchaser and its Affiliates (which shall include the Company following the Effective Time) and their respective officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, agents, accountants, attorneys, successors and assigns (each, an “Purchaser Indemnitee”) from and against any and all, actions, suits, proceedings, claims, complaints, disputes, arbitrations or investigations or written threats thereof, including, without limitation, any claim by a third party (collectively, “Claims”), and/or Losses resulting from or arising out of: (a) Subject to Sections 9.5, 9.6, and 9.8, the Shareholders shall, severally, defend, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent and Subs with respect to, any and all Losses incurred by Parent or Subs by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders or the Companies breach of any representation or warranty by (i) the Company or any of the Shareholders or the Companies contained in this Agreement or in any certificate delivered to Parent or Subs pursuant to and/or the provisions of this AgreementBring-Down Certificate, and (ii) the failure, partial or total, of the Companies or the Shareholders to perform any agreement or covenant required by this Agreement to be performed by them. There shall be no right of contribution from any Company or any successor of the Shareholders in any Transaction Documents, in each case of clauses (i) and (ii), (which breach shall be determined for purposes of this Article VIII without regard to the Companies.any qualification based on materiality or Material Adverse Effect contained in such representations and warranties), including any certificate delivered in connection therewith; (b) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defend(i) any breach by any Shareholder or (ii), indemnifyprior to the Closing, the Company, in each case of clauses (i) and hold Parent (ii), of any covenant or obligation of any such Person in this Agreement or any Transaction Document or any certificate delivered therewith; (c) notwithstanding any matter listed in the Company Disclosure Schedule, (i) any Taxes imposed on the Company or any Shareholder for any period ending on or before the Closing Date (or for the portion of any period up through the Closing Date to the extent a period does not close on such date), including without limitation any Taxes, fees and Subs harmless from expenses for which Purchaser is entitled to be reimbursed pursuant to Section 4.2(b); and against(ii) Taxes otherwise imposed on the Company or any Shareholder by virtue of the Transaction and any Contemplated Transactions, including without limitation any Taxes, fees and reimburse Parent with respect toexpenses for which Purchaser is entitled to be reimbursed pursuant to Section 4.2(d); (d) notwithstanding any matter listed in the Company Disclosure Schedule, any claim by a current Company equity holder, former Company equity holder or any other Person following the Effective Time seeking to assert, or based upon the following: (i) ownership or rights to ownership of any stock, options, warrants or other rights to acquire stock of the Company; (ii) any rights of an equity holder of the Company in the capacity of an equity holder, including any option or preemptive rights or rights to notice or to vote (together with the rights described under (i), the “Ownership Rights”); (iii) any Ownership Rights under any of the Company charter documents or any other agreement with the Company; (iv) any claim regarding any issuance, reissuance, cash-out, termination or cancellation of any stock, options or other securities by the Company; (v) any Claim that his, her or its securities of the Company were wrongfully repurchased or transferred by the Company; or (vi) the Funds Flow Memorandum and all Losses incurred any information contained therein; (e) any Indebtedness of the Company existing prior to the Closing; (f) any litigation, arbitration or suit against the Company or any of its directors, officers or employees in their capacity as such that relates to events occurring or circumstances existing prior to the Closing, by Parent any Person other than Purchaser or Subs any of its Affiliates or any of their successors; (g) any Transaction Expenses; (h) any amounts payable to the Company’s employees (whether under the Company’s Employee Plans or otherwise) by reason of the Transaction being deemed a termination of the employment of the Company’s employees or arising out contractors, including, without limitation, the following (for clarity, but only to the extent the obligation arises by reason of the Transaction being deemed a termination of employment of the Company’s employees or contractors): severance, salary, commission, bonus, incentives, vacation pay or other benefit accruals or any Termination Liability with respect to such employees or contractors of the Company and their eligible dependents in respect of health insurance under COBRA and any other similar state Laws; and (i) any Losses with respect to the termination of any Employee Plan in connection with the Contemplated Transactions (but not including any ordinary administrative costs resulting from Purchaser or the Company’s voluntary termination of an Employee Plan following Closing), any unfunded liability under any such Employee Plan, and/or any accrued but unpaid claim under such Employee Plan. The parties acknowledge and agree that, if the Company suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the operations rights of JR Land the Company as a Purchaser Indemnitee) Purchaser shall also be deemed, by virtue of its ownership of the stock of the Company, to have incurred Losses as a result of and its predecessors prior to the formation of Rabanco Companies on November 25, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalip) and with respect to any and all Losses, including but not limited to environmental liabilities, incurred by Parent or Subs by reason of or arising out of or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past such inaccuracy or present ownership or other interest in any companies unrelated to breach. The parties further acknowledge and agree that the Companies and Company’s obligations hereunder shall expire at the SubsidiariesEffective Time.

Indemnification by Shareholders. (a) Subject to Sections 9.5the other terms and conditions of this Article 9, 9.6the Shareholders, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Parent and its Affiliates (including the Surviving Corporation) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and 9.8, the Shareholders shall, severally, defend, indemnify, and shall hold Parent and Subs each of them harmless from and against, and shall pay and reimburse Parent and Subs with respect toeach of them for, any and all Losses incurred by or sustained by, or imposed upon, the Parent or Subs by reason of or Indemnitees arising out of or in connection with of: (ia) any breach, inaccuracy in or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders or the Companies breach of any representation or warranty of the Shareholders representations or warranties of the Companies Company contained in this Agreement or in any certificate delivered to Parent Company Document; (b) any breach or Subs pursuant to the provisions non-fulfillment of this Agreementany covenant, and (ii) the failure, partial or total, of the Companies or the Shareholders to perform any agreement or covenant required by this Agreement obligation to be performed by them. There shall be no right of contribution from any the Company or any successor pursuant to the Companies.this Agreement; (bc) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defend, indemnify, and hold Parent and Subs harmless from and against, and reimburse Parent with respect to, any and all Losses incurred Indemnified Taxes; (d) the Indemnified Litigation; (e) any claim made by Parent or Subs by reason of or any Shareholder arising out of or in connection with the operations of JR Land Company and its predecessors prior to the formation of Rabanco Companies on November 25, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalip) and such Shareholder’s rights with respect to any and all Lossesthe Merger Consideration, including but not limited to environmental liabilities, incurred by Parent or Subs by reason of or arising out of or the calculations and determinations set forth in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past or present ownership or other interest in the Consideration Spreadsheet; or (f) any companies unrelated amounts paid to the Companies and the Subsidiariesholders of Appraisal Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Appraisal Shares.

Indemnification by Shareholders. (a) Subject to Sections 9.5Section 4.3, 9.6, from and 9.8after the Closing, the Shareholders shallShareholders, jointly and severally, defend, indemnify, shall hold harmless and hold Parent and Subs harmless indemnify each of the Indemnitees from and against, and shall compensate and reimburse Parent and Subs with respect toeach of the Indemnitees for, any and all Losses Damages which are suffered or incurred by Parent any of the Indemnitees or Subs by reason to which any of the Indemnitees may otherwise become subject (regardless of whether or arising out of not such Damages relate to any third-party claim) and which arise from or in connection with as a direct or indirect result of, or are directly or indirectly connected with: (i) any breach, or any claim (including claims by parties other than Parent or Subs) that if true, would constitute a breach, by the Shareholders or the Companies Breach of any representation or warranty made by any of the Shareholders or the Companies contained Company in this Agreement or in any certificate delivered to Parent or Subs pursuant to the provisions of this Agreement, the Shareholder Representation Letters, the Purchaser Questionnaire, the Registration Rights Agreement, and the Escrow Agreement and any other certificates, documents, etc. delivered by the Company or Selling Shareholder in connection with transaction; (ii) any Breach of any representation, warranty, statement, information or provision contained in the failure, partial Disclosure Schedule; (iii) any Breach of any covenant or total, obligation contained in Section 4 or Section 5.3 by any of the Companies Shareholders or the Shareholders Company; (iv) any Liability to perform any agreement or covenant required by this Agreement to be performed by them. There shall be no right of contribution from any which the Company or any successor of the other Indemnitees may be or may become subject, and any claim which may be brought against the Company or any of the other Indemnitees; or (v) any Legal Proceeding relating to any Breach, alleged Breach, Liability or matter of the Companiestype referred to in clause "(i)," "(ii)," "(iii)" or "(iv)" of this sentence. (b) Jo▇▇▇ ▇▇▇▇▇▇ ▇hall defendNothing contained in this Section 4.2 or elsewhere in this Agreement shall be deemed to limit any right or remedy of any Indemnitee under the Shareholder Representation Letters, indemnifythe Purchaser Questionnaires, and hold Parent and Subs harmless from and against, and reimburse Parent with respect to, any and all Losses incurred by Parent or Subs by reason of or arising out of or in connection with the operations of JR Land Company and its predecessors prior to the formation of Rabanco Companies on November 25, 1985, including without limitation the first four claims listed in Schedule 3.12 (Brouhard, Anderson, Ma▇▇▇▇▇▇▇, and Tulalip) and with respect to any and all Losses, including but not limited to environmental liabilities, incurred by Parent or Subs by reason of or arising out of or in connection with Jo▇▇▇ ▇▇▇▇▇▇'▇ past or present ownership or other interest in any companies unrelated to the Companies Registration Rights Agreement and the SubsidiariesEscrow Agreement delivered by any Shareholder pursuant to this Agreement or under any of the other agreements, documents and instruments referred to or contemplated by this Agreement.