Common use of Shareholders' Indemnity Clause in Contracts

Shareholders' Indemnity. The Indemnifying Parties, jointly and ----------------------- severally, will indemnify Buyer against and agree to hold harmless from any and all damage, loss, liability, claim, obligation of any nature whatsoever (after taking into account any insurance proceeds received) and expense (including any reasonable expenses of investigation and reasonable attorneys' fees and expenses), including the Current Asset Shortfall to the extent the Subsequent Class B Consideration is not reduced by such Current Asset Shortfall (each a "Loss") incurred by Parent, Buyer or the Company arising out of any breach of any representation or warranty, covenant or other agreement of the Company or the Indemnifying Parties contained or incorporated by reference herein or otherwise. The Indemnifying Parties shall not have any right of contribution from the Company with respect to any Loss claimed by Buyer after the Closing. As partial security for the indemnity provided in this Section 7.2, Buyer shall have the right to set off amounts from any Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration in the manner provided in Section 7.2(c). In addition to setting off amounts from the Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration, Buyer may, at its sole discretion, seek indemnification for Losses directly from the Indemnifying Parties in the manner and to the extent provided in Section 7.2(d). Except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants of the Indemnifying Parties or the Company contained in this Agreement, the maximum amount that Buyer may recover from the Indemnifying Parties and Buyer's recourse against the Indemnifying Parties pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which such Indemnifying Party is beneficially entitled; provided, that, except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of which he has personal knowledge, the maximum amount that Buyer may recover from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Buyer's recourse against ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is beneficially entitled.

Shareholders' Indemnity. The Indemnifying Subject to the provisions of Section 14.3, the Shareholders shall indemnify, defend, and protect USCC and its officers, directors, shareholders, employees and agents (collectively, the "USCC Indemnified Parties, jointly ") and ----------------------- severally, will indemnify Buyer against and agree to shall hold the USCC Indemnified Parties harmless from and against any and all damageclaims, lossdemands, liabilitylosses, claimcosts, obligation of any nature whatsoever (after taking into account any insurance proceeds received) expenses, obligations, liabilities, damages, recoveries and expense (deficiencies, including any reasonable expenses of investigation interest, penalties, and reasonable attorneys' fees and expenses)fees, including that the Current Asset Shortfall USCC Indemnified Parties may incur or suffer which arise from or relate to (a) any breach or failure by the Shareholders to perform any of their representations, warranties, covenants or agreements in this Agreement, or (b) any liability to any person or entity accruing or arising prior to the extent the Subsequent Class B Consideration is not reduced by such Current Asset Shortfall (each a "Loss") incurred by Parent, Buyer Closing Date and relating to or the Company arising out of any breach of any representation or warranty, covenant or other agreement of resulting from the Company or the Indemnifying Parties contained operation of the business of the Company prior to the Closing Date other than those arising in the ordinary course of business to the extent that such liabilities or incorporated by reference herein other obligations were incurred in creating work in progress, accounts receivable or otherwiseother assets for the Company. The Indemnifying Shareholders' liability hereunder shall be in proportion to, and shall not exceed, the number of Preferred USCC Shares each receives from this transaction. The USCC Indemnified Parties shall not have promptly notify the Shareholders of any right matter to which the Shareholders' indemnification obligations would apply, and shall give the Shareholders a reasonable opportunity to defend the same at their own expense and with counsel of contribution from their own selection; provided that the Company with respect to any Loss claimed by Buyer after the Closing. As partial security for the indemnity provided in this Section 7.2, Buyer USCC Indemnified Parties shall at all times also have the right to set off amounts from any Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration fully participate in the manner provided in Section 7.2(c)defense at their own expense. In addition If the Shareholders shall, within a reasonable time after such notice, fail to setting off amounts from defend, the Additional Cash PaymentsUSCC Indemnified Parties shall have the right, Stock Consideration or Subsequent Class B Considerationbut not the obligation, Buyer mayto undertake the defense of, at its sole discretion, seek indemnification for Losses directly from the Indemnifying Parties in the manner and to compromise or settle such matter on behalf, for the extent provided in Section 7.2(d). Except with respect to any knowing account, and intentional or fraudulent breaches at the risk of the representations and warranties or covenants of the Indemnifying Parties or the Company contained in this Agreement, the maximum amount that Buyer may recover from the Indemnifying Parties and Buyer's recourse against the Indemnifying Parties pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which such Indemnifying Party is beneficially entitled; provided, that, except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of which he has personal knowledge, the maximum amount that Buyer may recover from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Buyer's recourse against ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is beneficially entitledUSCC Indemnified Parties.

Shareholders' Indemnity. (a) The Indemnifying Shareholders shall, severally with respect to himself or herself only and not with respect to any other Shareholder, indemnify and hold Buyer and its Affiliates (including, following the Closing, the Company and its Subsidiary) and their respective officers, directors, employees, shareholders, agents and representatives (collectively, the “Buyer Indemnified Parties”) harmless from and against, and defend promptly the Buyer Indemnified Parties from and reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, expenses, Taxes, liabilities, obligations or Actions of any kind, including reasonable attorneys’ fees and other reasonable legal costs and expenses (hereinafter referred to collectively as “Losses”), that the Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with any breach or inaccuracy of any of the representations and warranties made by the Shareholders in Article III; provided, however, that for purposes of determining the amount of Losses subject to indemnification under this Article IX, such representations and warranties shall be construed as if they were not qualified by the terms “material” or “Material Adverse Effect” or other terms of similar import or effect. (b) The Shareholders shall, jointly and ----------------------- severally, will indemnify and hold the Buyer against and agree to hold Indemnified Parties harmless from and against, and defend promptly the Buyer Indemnified Parties from and reimburse the Buyer Indemnified Parties for, any and all damageLosses that the Buyer Indemnified Parties may at any time suffer or incur, lossor become subject to, liability, claim, obligation as a result of or in connection with: (i) any breach or inaccuracy of any nature whatsoever (after taking into account of the representations and warranties made by the Company and the Shareholders in Article IV or any insurance proceeds received) and expense (including any reasonable expenses of investigation and reasonable attorneys' fees and expenses), including other agreement or instrument delivered by the Current Asset Shortfall to the extent the Subsequent Class B Consideration is not reduced by such Current Asset Shortfall (each a "Loss") incurred by Parent, Buyer Company or the Company arising out Shareholders, as applicable, pursuant hereto; provided, however, that, for purposes of any breach determining the amount of any representation Losses subject to indemnification under this Article IX, such representations and warranties shall be construed as if they were not qualified by the terms “material” or warranty, covenant “Material Adverse Effect” or other agreement terms of similar import or effect; (ii) any failure of the Company or the Indemnifying Parties contained Shareholders, as applicable, to carry out, perform, satisfy and discharge any of their covenants, agreements, undertakings, liabilities or incorporated obligations under this Agreement or under any of the agreements and instruments delivered by reference herein the Company or otherwise. The Indemnifying Parties shall the Shareholders pursuant to this Agreement; (iii) any Indebtedness or Transaction Expenses of the Company and its Subsidiary not have satisfied at the Closing pursuant to Sections 2.2(b)(ii) and 2.2(b)(iii), respectively; (iv) the operation of the Business by the Company or its Subsidiary and any right of contribution their respective current or former employees, directors or shareholders prior to the Closing; (A) any Release of, off-site shipment of, or any exposure of any person to any Hazardous Substance at, on, in, to, from or under the Property that occurred on or before the Closing Date, regardless of whether known or unknown at the Closing Date, including the subsequent migration of such Hazardous Substance from the Property and other ongoing Releases, (B) any environmental fact or condition that occurred or existed on or before the Closing Date, whether known or unknown at the Closing Date for which the Company or its Subsidiary thereof is liable, (C) any violation of Environmental Law or Environmental Permit by the Shareholders, the Company or its Subsidiary or the Business that occurred on or before the Closing Date, whether known or unknown at the Closing Date, or (D) any Action by any Person initiated or asserted in response to (A) through (C) above, known or unknown at the Closing Date; (vi) any Taxes with respect to the Company or its Subsidiary for any Pre-Closing Tax Periods; (vii) any Shortfall Deficit pursuant to Section 2.4(d); (viii) any claims by former holders of equity or debt securities in the Company or its Subsidiary prior to the Closing; and (ix) any claims for indemnification by current or former directors or officers of the Company or its Subsidiary or other Persons entitled to indemnification from the Company with respect or its Subsidiary (or any of their respective predecessors) arising from their services as a director, officer, employee or agent of the Company or its Subsidiary prior to the Closing under the organizational documents of the Company or its Subsidiary, under any Loss claimed other Contract or by Law. (c) The Buyer after the Closing. As partial security for the indemnity provided in this Section 7.2, Buyer Indemnified Parties shall have the right to be indemnified, held harmless from, defended and reimbursed under Sections 9.2(a) and 9.2(b) only if such right is asserted (whether or not such Losses have actually been incurred) on or before the respective dates set off amounts from any Additional Cash Paymentsforth below, Stock Consideration or Subsequent Class B Consideration in the manner provided in Section 7.2(c). In addition after which such right to setting off amounts from the Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration, Buyer may, at its sole discretion, seek indemnification for Losses directly from the Indemnifying Parties in the manner and shall terminate subject to the extent provided in final sentence of Section 7.2(d). Except 9.1: Sections 9.2(a) and 9.2(b)(i) with respect to any knowing Fundamental Representations (other than Section 4.16 (Tax Matters)) and intentional or fraudulent breaches of the representations Sections 9.2(b)(ii), 9.2(b)(iii) and warranties or covenants of the Indemnifying Parties or the Company contained in this Agreement, the maximum amount that Buyer may recover from the Indemnifying Parties and Buyer's recourse against the Indemnifying Parties pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which such Indemnifying Party is beneficially entitled; provided, that, except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of which he has personal knowledge, the maximum amount that Buyer may recover from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Buyer's recourse against ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is beneficially entitled9.2(b)(vi) through 9.2(b)(ix).. No time limitation.

Shareholders' Indemnity. The Indemnifying PartiesShareholders hereby indemnify, jointly defend and ----------------------- severally, will indemnify Buyer against and agree to hold harmless Buyer from and against, and in respect to, any and all damagelosses, lossexpenses, liabilitycosts, claimobligations, obligation of any nature whatsoever (after taking into account any insurance proceeds received) liabilities and expense (damages including any reasonable expenses of investigation interest, penalties and reasonable attorneys' fees and expenses, that Buyer may incur by reason of Shareholders' or Corporation's breach of or failure by Shareholders or Corporation to perform, any of their representations, warranties, commitments, covenants or agreements in this Agreement, including any exhibit hereto. Shareholders further indemnify and hold Buyer and Corporation harmless from: (i) any and all costs or expenses related to Corporation's compliance with foreign, federal, state, and local tax laws for periods of time prior to the Closing Date including, but not limited to, paying all taxes when and as requested to do so by Buyer (the "Tax Indemnity") and (ii) any and all costs or expenses of whatsoever type or kind (including tax liability inclusive of interest and penalties) related to those certain unresolved accounting issues disclosed in Schedule 2.7, notwithstanding their disclosure in such Schedule 2.7 (collectively, the "GAAP Exceptions"), including the Current Asset Shortfall to the extent the Subsequent Class B Consideration is not reduced by such Current Asset Shortfall (each a "Loss") incurred by Parentprovided, Buyer or the Company however, Shareholders shall have no liability arising out of any breach the exercise of stock options including no effect on the Earnout Payment. The liability of Shareholders hereunder shall be joint and several with the following exceptions: (i) Except as noted herein, Sieg▇▇, ▇▇zell and Lauderdale shall only be liable up to the amount of their pro rata Shareholder interest as set forth on Schedule 1.2 (A-2) for indemnification and damages arising out of breaches of any representation and warranty by Shareholders or warranty, covenant or any other agreement damages attributable to Shareholders arising out of the Company Agreement that would result in a reduction of the Purchase Price or the Indemnifying Parties contained Earnout Payments; (ii) Each Shareholder's liability for damages attributable to a misrepresentation or incorporated breach by reference herein or otherwise. The Indemnifying Parties shall not have any right of contribution from the Company with respect to any Loss claimed by Buyer after the Closing. As partial security for the indemnity provided in this Section 7.2, Buyer shall have the right to set off amounts from any Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration in the manner provided in Section 7.2(c). In addition to setting off amounts from the Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration, Buyer may, at its sole discretion, seek indemnification for Losses directly from the Indemnifying Parties in the manner and to the extent provided in Section 7.2(d). Except with respect to any knowing and intentional or fraudulent breaches said Shareholder of the representations and warranties or covenants of the Indemnifying Parties or the Company contained in this Agreement, the maximum amount that Buyer may recover from the Indemnifying Parties and Buyer's recourse against the Indemnifying Parties pursuant to the indemnity set forth in this Article VII Sections 2.2, 2.3, 2.5, 2.36 and 9.1 shall be limited to the portion those damages arising out of the Purchase Price to which such Indemnifying Party is beneficially entitled; provided, that, except with respect to any knowing and intentional said Shareholder's misrepresentation or fraudulent breaches of the representations and warranties or covenants of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of which he has personal knowledge, the maximum amount that Buyer may recover from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Buyer's recourse against ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is beneficially entitledbreach.

Shareholders' Indemnity. The Indemnifying Partiesa. Notwithstanding the Closing, jointly each Shareholder shall indemnify and ----------------------- severallyhold Buyer, will indemnify Buyer against its affiliates, officers, directors, employees, agents, and agree to hold representatives, and any person claiming by or through any of them, as the case may be, harmless from and against any and all damage, loss, liabilitycost, claim, obligation of any nature whatsoever (after taking into account any insurance proceeds received) and claim or expense (including any reasonable expenses of investigation and reasonable attorneys' fees and expenses), including the Current Asset Shortfall to the extent the Subsequent Class B Consideration is not reduced by such Current Asset Shortfall (each a "Loss") incurred by Parent, Buyer or the Company arising out of or resulting from (i) any misrepresentation, breach of any representation or warranty, or nonfulfillment of any agreement or covenant on the part of such Shareholder under this Agreement or other agreement any document delivered to Buyer in connection with the transactions contemplated hereby, and (ii) any misrepresentation or breach of the Company or the Indemnifying Parties contained or incorporated by reference herein or otherwise. The Indemnifying Parties shall not have any right of contribution from the Company with respect to any Loss claimed by Buyer after the Closing. As partial security for the indemnity provided in this Section 7.2, Buyer shall have the right to set off amounts from any Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration in the manner provided in Section 7.2(c). In addition to setting off amounts from the Additional Cash Payments, Stock Consideration or Subsequent Class B Consideration, Buyer may, at its sole discretion, seek indemnification for Losses directly from the Indemnifying Parties in the manner and to the extent provided in Section 7.2(d). Except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants of the Indemnifying Parties or the Company contained in this Agreement, the maximum amount that Buyer may recover from the Indemnifying Parties and Buyer's recourse against the Indemnifying Parties pursuant to the indemnity set forth in this Article VII shall be limited to the portion of the Purchase Price to which such Indemnifying Party is beneficially entitled; provided, that, except with respect to any knowing and intentional or fraudulent breaches of the representations and warranties or covenants warranty of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under Section 5 of which he has personal knowledgethis Agreement; provided, the maximum amount however, that Buyer may recover shall not be entitled to indemnification for any Loss unless and until the aggregate amount of all Losses exceeds $50,000, at which point Buyer shall be entitled to indemnification for all Losses. b. If, by any reason of the claim of any third party relating to any of the matters subject to such indemnification, a lien, attachment, garnishment, or execution is place or made upon any of the Stock under this Section, in addition to any indemnity obligation of Shareholder under this Section, Shareholder shall furnish a bond sufficient to obtain the prompt release thereof within five days from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Buyer's recourse against ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ receipt of notice relating thereto. c. The indemnification obligation of each Shareholder pursuant to the indemnity set forth in this Article VII Section 12(a) shall be limited to several and not joint and shall be in the portion of same proportion as the Purchase Price paid to which ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is beneficially entitledsuch Shareholder bears to the aggregate Purchase Price paid to all Shareholders. This Section 12 sets forth the sole remedy of the Buyer for any Loss. Buyer shall seek recovery of any indemnifiable Loss solely from the Indemnity Reserve Escrow Amount.