Common use of Shareholders' Indemnity Clause in Contracts

Shareholders' Indemnity. The Purchaser and Xpedite jointly and severally covenant to procure that the Company shall indemnify and keep indemnified on an after-Tax basis (if it is not otherwise liable to make such payment to the Shareholders) the Shareholders (including in all circumstances and notwithstanding any provision herein to the contrary, Eagle): (a) any liability to make a payment of Tax of the Shareholders, being a payment of Tax which is primarily a Tax liability of the Company incurred by it on or prior to Closing or an accounting period beginning prior to the date hereof and is payable by the Shareholders (or any of them) by virtue of the Company failing to discharge such Tax liability; (b) all losses, liabilities and costs which the Shareholders (or any of them) may incur in connection with or as a consequence of any of the matters referred to in SECTION 11.18(a); and (c) any sums payable by the Purchaser, Xpedite or the Company under SECTION 11.18(a) or (b) shall be paid not later than the fifth business day before the date on which the payment of Tax is payable by the Shareholders (or any of them) or, if later, not more than five (5) business days following the date on which the Shareholders notify the Purchaser, Xpedite or the Company of its liability to procure the making of such payment.