Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. Subject to the limitations of Section 6.6, the Shareholders hereby agree to indemnify and hold harmless the Surviving Corporation and Parent in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which the Surviving Corporation or Parent (but without duplication) incurs as a result of the breach of: (A) any of the representations or warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Final Closing; or (C) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Preliminary Closing and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations of the Shareholders under this Section 6.2 shall survive the Preliminary Closing and the Final Closing and will terminate at the time specified in Section 6.6.

Indemnification by the Shareholders. Subject Each Shareholder agrees to indemnify, hold harmless and reimburse, to the limitations of Section 6.6, fullest extent permitted by Law (in the Shareholders hereby agree same manner and to indemnify and hold harmless the Surviving Corporation and Parent in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which the Surviving Corporation or Parent (but without duplication) incurs same extent as a result of the breach of: (A) any of the representations or warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to 4(a)), the extent that the Company has insurance to adequately cover potential liabilities for environmental mattersCompany, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) its Affiliates, officers, directors, and each Person, if any, who controls any of the covenants made by foregoing within the Shareholders in this Agreement which are to be performed at or after the Final Closing; or (C) any meaning of the covenants made by Securities Act or the Shareholders Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in this Agreement which are or omission or alleged omission to be performed at state a material fact from such Registration Statement, any Prospectus contained therein, or after the Preliminary Closing and prior any amendment or supplement thereto, to the Final Closing extent, but only if to the breach thereof is willful extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and intentional in conformity with written information about such Shareholder furnished to the Company by such Shareholder or its authorized representative expressly for inclusion therein, it being understood and involves self-dealing or bad faith. The indemnification agreed that the only such information furnished by any Shareholder consists of the information described as such in Section 4(a); provided, however, that a Shareholder shall not be liable for any amounts in excess of the net proceeds received by such Shareholder from sales of Registrable Securities pursuant to the Registration Statement to which the claims relate; provided, further, that the obligations of the Shareholders under this Section 6.2 shall be several and not joint and several. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the Preliminary Closing and transfer of such securities by the Final Closing and will terminate at the time specified in Section 6.6Company.

Indemnification by the Shareholders. Subject to the limitations of Section 6.6Indemnity Limit (as defined below), the Shareholders hereby agree jointly and severally to indemnify indemnify, defend, and hold Holdings and the Company harmless the Surviving Corporation from and Parent in respect of against any lossesand all demands, claims, damagesactions, liabilities or related causes of action, assessments, losses, settlements, penalties, forfeitures, expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) reasonable attorneys' fees), damages and liabilities (collectively, an "LossesIndemnity Loss") which asserted against, suffered, incurred, sustained or required to be paid by Holdings or the Surviving Corporation Company arising out of, relating to, or Parent (but without duplication) incurs as a direct or proximate result of the any misrepresentation or breach of: (A) of any representation or warranty of the representations Shareholders or warranties made the Company contained in this Agreement or any breach or failure of the Shareholders or the Company to perform any covenant or obligation of the Shareholders or the Company contained in this Agreement or any Related Agreement (other than any employment agreement), Exhibit, Schedule, certificate or other instrument or document required to be furnished or to be furnished by the Shareholders in or the Company pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) any of the covenants made by the Shareholders . Notwithstanding anything contained in this Agreement which are to the contrary, the obligation of each Shareholder to indemnify Holdings and the Company from any and all Indemnity Losses pursuant to this Section 8 shall be performed at or after limited in the Final Closing; or (C) any aggregate to the amount of the covenants made Merger Consideration actually received by such Shareholder and no more ("Indemnity Limit"), which Indemnity Limit shall be determined on the Shareholders in this Agreement which are to be performed at or after the Preliminary Closing and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations basis of the Shareholders under this Section 6.2 shall survive value of the Preliminary Closing and the Final Closing and will terminate Merger Consideration at the time specified in Section 6.6Merger Effective Date.

Indemnification by the Shareholders. Subject to the limitations of Section 6.6, the Shareholders hereby agree to indemnify and hold harmless Parent and the Surviving Corporation and Parent Company in respect of any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which Parent or the Surviving Corporation or Parent Company (but without duplication) incurs as a result of the breach of: (A) any of the representations or warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Final Closing; or (C) any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Preliminary Closing and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations of the Shareholders under this Section 6.2 shall survive the Preliminary Closing and the Final Closing and will terminate at the time specified in Section 6.6.

Indemnification by the Shareholders. Subject In addition to an other remedies available to Key under this Agreement, or at law or in equity, each of the limitations Shareholders shall jointly and severally indemnify, defend and hold harmless Key, and its officers, directors, employees, agents, and stockholders, against and with respect to any and all claims, costs, damages, losses, expenses, obligations, liabilities, recoveries, suits, causes of Section 6.6action and deficiencies, including interest, penalties and reasonable attorneys= fees and expenses in excess of $150,000 in the aggregate (collectively, the ADamages@) that such indemnitees shall incur or suffer, which arise, result from or relate to any breach of, or failure by, the Shareholders hereby agree to perform, their respective representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Key by the Shareholders under this Agreement; provided however, that the Shareholders= aggregate obligations to indemnify Key and the other parties identified above shall never exceed the aggregate sum of $7,100,000; further provided, however, that the Shareholders shall not be required to so indemnity, defend and hold harmless the Surviving Corporation Key and Parent in its officers, directors, employees, agents and stockholders, against and with respect of to any losses, claims, damages, liabilities or related expenses (including, but not limited to, all litigation costs but net of all available proceeds of insurance) (collectively, "Losses") which the Surviving Corporation or Parent (but without duplication) incurs Damages incurred as a result of the a breach of: (A) by any of the Shareholders of their respective representations or and warranties made by the Shareholders in or pursuant to this Agreement, except that the Shareholders shall have no obligation to indemnify and hold harmless with respect to (i) a breach of the representations or warranties set forth in Section 2.2(p) ("Environmental Laws") to the extent that the Company has insurance to adequately cover potential liabilities for environmental matters, or (ii) any representation or warranty that any property is in good condition or repair or otherwise fit for the purposes for which the property is intended; or (B) any of the covenants made by the Shareholders in this Agreement which are or in any schedule, certificate, exhibit or other instrument furnished or delivered to be performed at or after the Final Closing; or (C) Key by any of the covenants made by the Shareholders in this Agreement which are to be performed at or after the Preliminary Closing and prior to the Final Closing but only if the breach thereof is willful and intentional and involves self-dealing or bad faith. The indemnification obligations of the Shareholders under this Section 6.2 shall survive Agreement for which Key fails to provide written notice of a claim for such Damages to the Preliminary Closing and Shareholders on or before the Final Closing and will terminate at expiration of the time survival period (as specified in Section 6.69.2 hereof) of the specific representation or warranty alleged to have been breached.