Common use of Obligation of the Shareholders to Indemnify Clause in Contracts

Obligation of the Shareholders to Indemnify. Subject to the limitations contained in Article VIII and Article IX hereof, the Shareholders, jointly and severally, agree to indemnify, defend and hold harmless the Purchaser (and their Affiliates, successors and assigns and their respective officers and directors) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements, but offset by any proceeds from insurance and taking into account the present value of any tax savings to the Purchaser or the Seller resulting from such losses, liabilities, damages, deficiencies, costs or expenses) (collectively, "Losses") based upon, arising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Seller or the Shareholders contained in this Agreement (except that the failure to include any liability directly related to an Asset acquired by the Seller on or before June 30, 1998 which is not set forth on the Latest Balance Sheet shall not be deemed to be a breach of Section 5.6(a) hereof), (ii) any regulating or licensing obligations of the Seller arising on or prior to the Closing Date, (iii) any Taxes incurred by the Seller with respect to items attributable to periods prior to the Closing Date, (iv) any subsequent adjustment by any Taxing Authority with respect to items attributable to periods prior to the Closing Date or (v) any warranty of the Seller attributable to any repair or replacement work completed by the Seller prior to the Closing Date which, individually or in the aggregate, is in excess of the amount of the warranty reserves as set forth on the Closing Date Financial Statements referred to in Section 11.7 hereof.

Obligation of the Shareholders to Indemnify. (a) Subject to the limitations contained in Article VIII provisions of Section 6.5, each Shareholder, severally (it being understood that no Shareholder shall be liable under the provisions of this Section 6.2 as to any representation, warranty and Article IX hereofcovenant made by any other Shareholder concerning such other Shareholder or the Shares owned by it), the Shareholders, jointly and severally, agree agrees to indemnify, defend and hold harmless DHT and the Purchaser Surviving Corporation (and their respective directors, officers, employees, Affiliates, successors and assigns and their respective officers and directorsassigns) from and against all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements, but offset by any proceeds from insurance disbursements and taking into account the present value of any tax savings to the Purchaser or the Seller resulting from such losses, liabilities, damages, deficiencies, costs or expensesexpenses incurred in enforcing this indemnification) (collectively, the "Losses") based upon, suffered or incurred by DHT or the Surviving Corporation or any of the foregoing persons arising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement the representations and warranties of the Seller CoMed or the Shareholders contained in this Agreement (except that or in the failure to include Schedules or any liability directly related to an Asset acquired by the Seller on or before June 30, 1998 which is not set forth on the Latest Balance Sheet shall not be deemed to be a breach of Section 5.6(a) hereof)Transaction Document, (ii) any regulating or licensing obligations breach of the Seller arising on covenants and agreements of CoMed or prior to the Closing DateShareholders contained in this Agreement or in the Schedules or any Transaction Document, (iii) any Taxes incurred by the Seller with respect to items attributable to periods prior to the Closing DateEnvironmental Liabilities, (iv) any subsequent adjustment by any Taxing Authority with respect to items attributable to periods prior to the Closing Date or Merger Claims and (v) any warranty Excluded Tax Liabilities. (b) The Shareholders agree that in the event of any Losses of DHT or the Seller attributable Surviving Corporation as to any repair which it is entitled to indemnification under this Section 6.2, DHT or replacement work completed by the Seller prior Surviving Corporation may assert its rights under the Escrow Agreement with respect to the Closing Date whichIndemnification Funds, individually or in to the aggregate, is in excess full extent of the amount of the warranty reserves as set forth on the Closing Date Financial Statements referred such Losses in excess of $150,000 (provided, that, indemnification for Loss attributable to a particular Shareholder shall be borne in Section 11.7 hereoffull by such Shareholder without deduction).

Obligation of the Shareholders to Indemnify. Subject to the limitations contained in Article VIII and Article IX hereof, the Shareholders, Each Shareholder shall jointly and severally, agree to severally indemnify, defend and hold harmless the Purchaser (Buyer and their Affiliateseach of its directors, successors officers, employees, affiliates and assigns and their respective officers and directorsharmless (each, a “Buyer Indemnitee”) from and against all lossesany Losses sustained or incurred by such Buyer Indemnitee relating to, liabilities, damages, deficiencies, costs caused by or expenses (including interest, penalties and reasonable attorneys' fees and disbursements, but offset by any proceeds from insurance and taking into account the present value of any tax savings to the Purchaser or the Seller resulting from such losses, liabilities, damages, deficiencies, costs or expenses) (collectively, "Losses") based upon, arising out of or otherwise in respect of (i) any inaccuracy in or from: 10.2.1 any breach of any representation, warranty, covenant a representation or agreement warranty of the Seller Companies or the Shareholders contained Article 3 or Article 4 of this Agreement, or in any other certificate or schedule, delivered pursuant to this Agreement; 10.2.2 any misrepresentation, breach of, or failure to satisfy, any covenant or obligation of the Shareholders in this Agreement Agreement; 10.2.3 any pending litigation relating to the period prior to the Closing, whether or not disclosed on the Disclosure Schedules, or elsewhere; 10.2.4 the employment (except that including the failure initial hiring and all terms, conditions, and events relating to include any liability directly related to an Asset acquired the ongoing employment) or termination of employment (including constructive termination) by the Seller on Companies of any individual (including without limitation any current or before June 30, 1998 which is not set forth on the Latest Balance Sheet shall not be deemed to be a breach of Section 5.6(a) hereof), (ii) any regulating or licensing obligations former employee of the Seller arising Companies) attributable to any action or inaction occurring before the Closing; 10.2.5 any claim by any current or former employee of the Companies for any type of benefits under any Law, including, without limitation, workers’ compensation, unemployment, temporary or permanent disability, and social security, that is based on employment by the Companies before the Closing; 10.2.6 any Liability of the Companies for Pre-Closing Taxes; 10.2.7 any Liability related to, caused by or resulting from the termination of, or severance obligations to, any employee or former employee of the Companies prior to the Closing Date, (iii) whether such liability arises before, on or after the Closing Date; 10.2.8 any Taxes incurred Liability of the Companies arising from a claim by a Shareholder in connection with, in respect of or as a result of a Shareholder’s purchase, sale or ownership of any shares of capital stock of the Companies ever owned by such Shareholder or to which such Shareholder was entitled, including, without limitation, any claims for any Tax liability, whether such liability arises on or after the Closing Date; 10.2.9 any Liability of the Companies arising from a claim by a customer, former customer or Governmental Authority in connection with, in respect of or arising from any act or omission by the Seller with respect to items attributable to periods Companies occurring prior to the Closing Date, (iv) any subsequent adjustment by any Taxing Authority including with respect to items attributable to periods prior to the preparation, payment and filing of Taxes and any Liabilities for penalties and interest, whether such liability arises on or after the Closing Date Date; 10.2.10 any Liability related to I▇▇ ▇▇▇▇▇▇; and 10.2.11 any Liability related to (a) Elumina France with respect to its claim of ownership in the Companies or (vb) any warranty involving K▇▇▇▇ ▇▇▇▇▇▇’▇ undertaking with the Secretary of the Seller attributable to any repair or replacement work completed by the Seller prior to the Closing Date which, individually or State in the aggregate, is in excess of the amount of the warranty reserves as set forth on the Closing Date Financial Statements referred to in Section 11.7 hereof2002.