Common use of Indemnification by Shareholders Clause in Contracts

Indemnification by Shareholders. The Shareholders, jointly and severally, agree to defend, indemnify and hold harmless the Purchaser and the Company, and their respective successors and assigns, from, against and in respect of any and all loss or damage resulting from: (i) the breach by the Shareholders of any of the warranties, rep resentations, covenants, agreements or undertakings contained herein, except that the breach of the covenant not to compete shall be the sole liability of the particular Shareholder responsible; (ii) any Federal, state or local income tax liability (including any penalty and interest thereon) of the Company which the Shareholders are obligated to indemnify Purchaser and the Company pursuant to Section 3(g) hereof, or any liability relating to the 401(k) Plan which the Shareholders are obligated to indemnify the Purchaser and the Company pursuant to Section 3(n) hereof (but only after Purchaser has unsuccessfully pursued all potentially liable third parties for any such 401(k) Plan liability); (iii) any pending, threatened or other litigation against the Company which relates to the time period prior to the Effective Date not disclosed to Purchaser herein or the Schedules attached hereto; (iv) any liabilities of the Company which are not included in the Financial Statements; and (v) any liability arising out of any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of the foregoing (collectively, the "Losses").

Indemnification by Shareholders. The Subject to the terms of this ------------------------------- Article 10, Seller and each Shareholder (but after the consummation of the Merger, solely the Shareholders, jointly and severallynot the Seller) shall indemnify, agree to defend, indemnify save and hold harmless Parent, Merger Sub (and Seller, after the Purchaser and the Company, and their respective successors and assigns, from, against and in respect of any and all loss or damage resulting from: (i) the breach by the Shareholders of any consummation of the warrantiesMerger) (collectively, rep resentationsthe "Parent Indemnified Parties"), covenants, agreements or undertakings contained herein, except that the breach of the covenant not to compete shall be the sole liability of the particular Shareholder responsible; (ii) from and against any Federal, state or local income tax liability (including any penalty and interest thereon) of the Company which the Shareholders are obligated to indemnify Purchaser and the Company pursuant to Section 3(g) hereof, or any liability relating to the 401(k) Plan which the Shareholders are obligated to indemnify the Purchaser and the Company pursuant to Section 3(n) hereof (but only after Purchaser has unsuccessfully pursued all potentially liable third parties for any such 401(k) Plan liability); (iii) any pending, threatened or other litigation against the Company which relates to the time period prior to the Effective Date not disclosed to Purchaser herein or the Schedules attached hereto; (iv) any liabilities of the Company which are not included in the Financial Statements; and (v) any liability arising out of any and all actions, suits, proceedingsdemands, claims, demandsactions, judgmentslosses, damages, deficiencies, liabilities, costs and expenses (including including, without limitation, reasonable legal attorneys' and accounting fees) incident 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 Parent Indemnified Parties that arise out of or result from any of the foregoing following (collectivelywhether or not a third party initiates the proceeding or claim giving rise to such Indemnifiable Damages): (a) any breach of any of the representations, warranties, covenants or agreements made by Seller or the "Losses")Shareholders in this Agreement; (b) any breach of any representation, warranty, covenant or agreement in a document, certificate or affidavit delivered by Seller or the Shareholders at the Closing; or (c) any expenses, charges, fees, or costs associated with any audit of Seller for Taxes related to periods prior to the Closing Date, and any Taxes imposed as a result of any such audit, even though any such audit commences, or a party does not become aware of any such audit until after the Closing Date.

Indemnification by Shareholders. The ShareholdersUpon the terms and subject to the conditions set forth in Sections 8.4 and 8.5 hereof and this Section 8.2, jointly and severallyeach of the Shareholders agrees, agree severally based upon the pro rata share of the Purchase Price received by such Shareholder, to indemnify, defend, indemnify protect, save and hold harmless the Purchaser and the CompanyPetQuarters against, and their respective successors and assignswill reimburse the Purchaser or PetQuarters on demand for, from, against and in respect of any and all loss Losses made or damage incurred by or asserted against the Purchaser or PetQuarters, at any time after the Closing Date, directly or indirectly, arising out of, related to, caused by, or resulting from: (i) the breach by the Shareholders of from any of the warrantiesfollowing ("Shareholder Indemnifiable Claims"): (a) any inaccuracy or misrepresentation in, rep resentationsomission from, covenantsor breach or nonfulfillment of representation, agreements warranty, term, provision, covenant or undertakings agreement on the part of any Shareholder contained hereinin this Agreement or in any certificate or other instrument furnished or to be furnished by the Company or any Shareholder to the Purchaser pursuant hereto; provided, except however, that no Shareholder shall have any liability to the Purchaser or PetQuarters for breach of the any covenant not to compete shall be the sole set forth in Section 6.1 hereof except for liability of the particular Shareholder responsible;arising from such Shareholder's own conduct; or (iib) any Federal, state liability or local income tax liability (including any penalty and interest thereon) obligation of the Company which or any Shareholder, whether imposed by any law or pursuant to any agreement, for any Taxes with respect to periods or events or transactions (including, without limitation, the Shareholders are obligated events or transactions described or permitted to indemnify Purchaser and be taken hereunder) prior to or ending on the Closing Date, but only to the extent that such Taxes, in the aggregate, exceed the amount of the aggregate reserves for such Taxes, if any, shown as liabilities on the Company pursuant to Section 3(g) hereof, or any liability relating to the 401(k) Plan which the Shareholders are obligated to indemnify the Purchaser and the Company pursuant to Section 3(n) hereof (but only after Purchaser has unsuccessfully pursued all potentially liable third parties for any such 401(k) Plan liability); (iii) any pending, threatened or other litigation against the Company which relates to the time period prior to the Effective Date not disclosed to Purchaser herein or the Schedules attached hereto; (iv) any liabilities of the Company which are not included in the Financial Statements; and (v) any liability arising out of any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of the foregoing (collectively, the "Losses").

Indemnification by Shareholders. The ShareholdersSubject to Section 6.4 below, ------------------------------- the Shareholders shall jointly and severallyseverally indemnify, agree to defend, indemnify save and hold harmless ▇▇▇▇▇▇ and its directors, officers, employees, affiliates, agents and assigns (each an "Indemnified Party"), from and against any and all liabilities, ----------------- obligations, judgments, penalties, fines, costs or expenses (including attorneys fees and consultants fees), of any kind or nature (whether or not arising out of third-party claims), or the Purchaser and duty to indemnify, defend or reimburse any individual or entity incurred by an Indemnified Party in connection with, arising out of, resulting from or incident to: (a) any breach of any representation or warranty made by the Company or the Shareholders in this Agreement or in any certificate, instrument or agreement delivered by any of such parties pursuant hereto or thereto; (b) any breach of any covenant or agreement made by the Company or the Shareholders in this Agreement or in any certificate, instrument or agreement delivered by any of such parties pursuant hereto or thereto; (c) any third party claims or demands arising in connection with any product or service sold, or otherwise arising in connection with the conduct of the Company's business, prior to the Closing that are asserted after the Closing except in cases where such demands or claims are accrued for in the Financial Statements or are otherwise disclosed in the Company Disclosure Schedule; (d) any Losses arising from or related to any Dissenting Shares solely in the event and their respective successors and assigns, from, against and to the extent that ▇▇▇▇▇▇ is required to pay any Shareholder an amount in excess of the amounts described in Section 1.7 with respect to such Dissenting Shares; (e) any Losses for or in respect of Third Party Expenses in excess of the amount set forth in Section 4.3 hereof; or (f) any and all loss Loss (whether or damage resulting from: nor arising out of third-party claims) with respect to: (i) the breach by presence on or before the Shareholders Closing Date of any Hazardous Materials (as defined in Section 2.17(a)) in the soil, groundwater, surface water, air or building materials of the warranties, rep resentations, covenants, agreements or undertakings contained herein, except that the breach of the covenant not to compete shall be the sole liability of the particular Shareholder responsible; a Business Facility ("Pre-Existing ------------ Contamination"); (ii) the migration at any Federal, state time prior to or local income tax liability (including after the Closing ------------- Date of Pre-Existing Contamination to any penalty and interest thereon) of the Company which the Shareholders are obligated to indemnify Purchaser and the Company pursuant to Section 3(g) hereofother real property, or any liability relating to the 401(k) Plan which the Shareholders are obligated to indemnify the Purchaser and the Company pursuant to Section 3(n) hereof (but only after Purchaser has unsuccessfully pursued all potentially liable third parties for any such 401(k) Plan liability); soil, groundwater, surface water, air or building materials thereof; (iii) any pendingtransportation, threatened transfer, recycling, storage, use, handling, treatment, manufacture, removal, investigation, remediation, release, emission, sale, disposal or other litigation against the Company which relates to the time period distribution of any Hazardous Materials, or any product or waste containing Hazardous Materials conducted on a Business Facility prior to the Effective Closing Date not disclosed or otherwise occurring prior to Purchaser herein the Closing Date in connection with or to benefit the Schedules attached hereto; Company ("Pre-Closing Hazardous Materials Activities"); ------------------------------------------ (iv) the exposure of any liabilities person to Pre-Existing Contamination or to Hazardous Materials in the course of or as a consequence of any Pre-Closing Hazardous Materials Activities, without regard to whether any health effect of the Company which are not included in exposure has been manifested as of the Financial StatementsClosing Date; and (v) any liability arising out the violation of any and all actionsEnvironmental Laws by the Company or its agents, suitsemployees, proceedingspredecessors in interest, claimscontractors, demands, judgments, costs and expenses invitees or licensees prior to the Closing Date or in connection with any Pre-Closing Hazardous Materials Activities prior to the Closing Date; (including reasonable legal and accounting feesvi) incident any actions or proceedings brought or threatened by any third party with respect to any of the foregoing; and (vii) any of the foregoing (collectively, to the "Losses")extent they continue after the Closing Date.

Indemnification by Shareholders. The Subject to the terms of this ------------------------------- Article 10, Seller and the Shareholders (but after the consummation of the Merger, solely the Shareholders, and not the Seller) shall, jointly and severally, agree to indemnify, defend, indemnify save and hold harmless Parent, Merger Sub (and Seller, after the Purchaser and the Company, and their respective successors and assigns, from, against and in respect of any and all loss or damage resulting from: (i) the breach by the Shareholders of any consummation of the warrantiesMerger) (collectively, rep resentationsthe "Parent Indemnified Parties"), covenants, agreements or undertakings contained herein, except that the breach of the covenant not to compete shall be the sole liability of the particular Shareholder responsible; (ii) from and against any Federal, state or local income tax liability (including any penalty and interest thereon) of the Company which the Shareholders are obligated to indemnify Purchaser and the Company pursuant to Section 3(g) hereof, or any liability relating to the 401(k) Plan which the Shareholders are obligated to indemnify the Purchaser and the Company pursuant to Section 3(n) hereof (but only after Purchaser has unsuccessfully pursued all potentially liable third parties for any such 401(k) Plan liability); (iii) any pending, threatened or other litigation against the Company which relates to the time period prior to the Effective Date not disclosed to Purchaser herein or the Schedules attached hereto; (iv) any liabilities of the Company which are not included in the Financial Statements; and (v) any liability arising out of any and all actions, suits, proceedingsdemands, claims, demandsactions, judgmentslosses, damages, deficiencies, liabilities, costs and expenses (including including, without limitation, reasonable legal attorneys' and accounting fees) incident 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 Parent Indemnified Parties that arise out of or result from any of the foregoing following (collectivelywhether or not a third party initiates the proceeding or claim giving rise to such Indemnifiable Damages): (a) any breach of any of the representations, warranties, covenants or agreements made by Seller or the "Losses")Shareholders in this Agreement; (b) any breach of any representation, warranty, covenant or agreement in a document, certificate or affidavit delivered by Seller or the Shareholders at the Closing; or (c) any expenses, charges, fees, or costs associated with any audit of Seller or the Seller Subsidiaries for Taxes related to periods prior to the Closing Date, and any Taxes imposed as a result of any such audit, even though any such audit commences, or a party does not become aware of any such audit until after the Closing Date.

Indemnification by Shareholders. The ShareholdersUpon the terms and subject to the conditions set forth in Sections 7.4 and 7.5 hereof and this Section 7.2, jointly and severallyeach of the Shareholders agrees, agree severally based upon the pro rata share of the Purchase Price received by such Shareholder, to indemnify, defend, indemnify protect, save and hold harmless the Purchaser and the CompanyPetQuarters against, and their respective successors and assignswill reimburse the Purchaser or PetQuarters on demand for, from, against and in respect of any and all loss Losses made or damage incurred by or asserted against the Purchaser or PetQuarters, at any time after the Closing Date, directly or indirectly, arising out of, related to, caused by, or resulting from: (i) the breach by the Shareholders of from any of the warrantiesfollowing ("Shareholder Indemnifiable Claims"): (a) any inaccuracy or misrepresentation in, rep resentationsomission from, covenantsor breach or nonfulfillment of representation, agreements warranty, term, provision, covenant or undertakings agreement on the part of any Shareholder contained hereinin this Agreement or in any certificate or other instrument furnished or to be furnished by the Company or any Shareholder to the Purchaser pursuant hereto; provided, except however, that no Shareholder shall have any liability to the Purchaser or PetQuarters for breach of the any covenant not to compete shall be the sole set forth in Section 6.1 hereof except for liability of the particular Shareholder responsible;arising from such Shareholder's own conduct; or (iib) any Federal, state liability or local income tax liability (including any penalty and interest thereon) obligation of the Company which the Shareholders are obligated to indemnify Purchaser and the Company or any Shareholder, whether imposed by any law or pursuant to Section 3(gany agreement, for any Taxes with respect to periods or events or transactions (including, without limitation, the events or transactions described or permitted to be taken hereunder) hereofprior to or ending on the Closing Date, or any liability relating but only to the 401(k) Plan which extent that such Taxes, in the Shareholders are obligated to indemnify aggregate, exceed the Purchaser and the Company pursuant to Section 3(n) hereof (but only after Purchaser has unsuccessfully pursued all potentially liable third parties for any such 401(k) Plan liability); (iii) any pending, threatened or other litigation against the Company which relates to the time period prior to the Effective Date not disclosed to Purchaser herein or the Schedules attached hereto; (iv) any liabilities amount of the Company which are not included in aggregate reserves for such Taxes, if any, shown as liabilities on the Interim Financial Statements; and (v) any liability arising out of any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of the foregoing (collectively, the "Losses").

Indemnification by Shareholders. The ShareholdersSubject to the terms of this ------------------------------- Article 10, Shareholders hereby, jointly and severally, covenant and agree to indemnify, defend, indemnify save and hold harmless the Purchaser Buyer, IAI and the Company, Company and their respective successors officers, directors, employees, agents, affiliates or any of their respective successors, assigns or personal representatives (collectively, the "Buyer Indemnified Parties"), from and assignsagainst any demands, fromclaims, against actions, losses, damages, deficiencies, liabilities, costs and in respect 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 Buyer Indemnified Parties which arise out of any and all loss or damage resulting result from: (i) the any misrepresentation in or breach by the Shareholders of any of the warrantiesrepresentations, rep resentations, covenants, agreements warranties or undertakings contained herein, except that the breach of the covenant not to compete shall be the sole liability of the particular Shareholder responsiblecovenants made by Shareholders in this Agreement; (ii) any Federalmisrepresentation in a document, state certificate or local income tax liability (including any penalty and interest thereon) of the Company which affidavit delivered by the Shareholders are obligated to indemnify Purchaser and at the Company pursuant to Section 3(g) hereof, or any liability relating to the 401(k) Plan which the Shareholders are obligated to indemnify the Purchaser and the Company pursuant to Section 3(n) hereof (but only after Purchaser has unsuccessfully pursued all potentially liable third parties for any such 401(k) Plan liability)Closing; (iii) the continued existence after the Closing of any pending, threatened or other litigation against the Company which relates to the time period prior to the Effective Date not disclosed to Purchaser herein or the Schedules attached heretoLien in violation of this Agreement; (iv) any liabilities guaranty or other material liability of the Company not otherwise disclosed hereunder or in any Schedule hereto; (v) the assertion of any claim by any Shareholder or other person or entity arising out of consummation of the transactions contemplated by this Agreement; or (vi) any claim alleging misconduct of, by or under the control of the Company which are not included in is criminal or of a grossly negligent character that is attributable to events occurring prior to the Financial Statements; and (v) any liability arising out of any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of the foregoing (collectively, the "Losses")Closing.