Common use of Shareholders' Indemnity Clause in Contracts

Shareholders' Indemnity. Subject to the provisions of Sections 9.02(d)-(j), 9.03 and 9.04 hereof and the next sentence, the Shareholders (on a several, and not on a joint and several basis, based upon such Shareholders’ Allocable Portion set forth on the Shareholders Schedule attached hereto (the “Allocable Portion”)) shall indemnify, defend and hold harmless the Buyer, the Company and their respective officers, directors, employees, Affiliates, shareholders, representatives and agents (collectively, the “Buyer Indemnified Parties”) from and against any actual loss, liability, obligation, damage, cost or expense (including without limitation reasonable legal fees and expenses and all demands, claims, actions, costs of investigation, causes of action, proceedings, arbitrations, judgments, settlements and assessments, whether or not ultimately determined to be valid) (collectively, “Losses” and individually, a “Loss”) which the Buyer Indemnified Party suffers, sustains or becomes subject to as a result of (i) any breach of any covenant of the Company or any of the Shareholders set forth herein, (ii) any breach of any of the representations and warranties of the Shareholders and/or the Company set forth in Article 4 hereof and as restated in any certificate delivered by the Company and/or the Shareholders at the Closing, and (iii) any Transaction Expenses, to the extent not paid in accordance with Section 1.02(b)(iv) hereof. Notwithstanding anything herein to the contrary: (1) the Buyer Indemnified Parties shall not be entitled to seek indemnification with respect to any Loss, unless and until the amount of any single incident or group of related incidents of Loss suffered by the Buyer Indemnified Parties exceeds $10,000 (the “Threshold”), and then only to the extent the aggregate amount of all Losses exceeding the Threshold exceeds $1,000,000 (the “Deductible Amount”) in the aggregate; and (2) the aggregate amount of all payments to which the Buyer Indemnified Parties shall be entitled to receive in satisfaction of claims for indemnification pursuant to this Section 9.02(a) shall in no event exceed $20,000,000 (the “Cap”); provided, however, that neither the Deductible Amount nor the Cap nor the time limitation set forth in Section 9.02(d) below shall apply with respect to any Transactional Expenses, to the extent not paid in accordance with Section 1.02(b)(iv) hereof, to any claim for income taxes pursuant to Section 9.3(b) hereof, to any claim in the nature of fraud, or to any claim under the last sentence of Section 4.05(c) hereof.

Shareholders' Indemnity. Subject to the provisions of Sections 9.02(d)-(jlimitations set forth in Section 11.2(b), 9.03 and 9.04 hereof and the next sentence, the Shareholders (on a several, and not on a joint and several basis, based upon such Shareholders’ Allocable Portion set forth on the Shareholders Schedule attached hereto (the “Allocable Portion”)) shall indemnify, defend will indemnify and hold harmless IVG and the Buyer, the Company Surviving Corporation and their respective officers, directors, agents and employees, Affiliatesand each person, shareholdersif any, representatives who controls or may control IVG and agents the Surviving Corporation (collectively, the “Buyer Indemnified Parties”hereinafter in this Section 11.2 referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any actual loss, liability, obligation, damage, cost or expense (including without limitation reasonable legal fees and expenses and all claims, demands, claims, actions, costs of investigation, causes of action, proceedingslosses, arbitrationscosts, judgmentsdamages, settlements liabilities and assessmentsexpenses including, without limitation, reasonable legal fees, net of any recoveries under insurance policies or tax savings known to such Indemnified Persons at the time of making of claim hereunder, arising out of any (i) Tax liability (including interest and penalties, if any) owed by Cheyenne, SES, its Subsidiaries or other affiliates incurred or accrued on or prior to the Effective Time, whether or not ultimately determined to be validspecified on SCHEDULE 4.8; (ii) (collectively, “Losses” and individually, a “Loss”) which the Buyer Indemnified Party suffers, sustains misrepresentation or becomes subject to as a result of (i) any breach of any covenant of the Company or default in connection with any of the Shareholders set forth hereinrepresentations, (ii) any breach of any of the representations warranties and warranties of covenants given or made by Cheyenne, SES or the Shareholders and/or the Company set forth in Article 4 hereof and as restated in this Agreement or any certificate certificate, document or instrument delivered by the Company and/or or on behalf of Cheyenne, SES or by the Shareholders at the Closing, and pursuant hereto; (iii) any Transaction Expenses, liability of Cheyenne arising on or prior to the extent not paid in accordance with Section 1.02(b)(ivClosing Date (except for the Assumed Liabilities); (iv) hereof. Notwithstanding anything herein to any liability based on, arising out of, or resulting from the contrary: (1) the Buyer Indemnified Parties shall not be entitled to seek indemnification with respect to any Loss, unless and until the amount of any single incident or group of related incidents of Loss suffered by the Buyer Indemnified Parties exceeds $10,000 (the “Threshold”), and then only to the extent the aggregate amount of all Losses exceeding the Threshold exceeds $1,000,000 (the “Deductible Amount”) in the aggregateExcluded Assets; and (2v) any liability to or monies paid after the aggregate amount Closing, directly or indirectly, to or for the benefit of all payments ▇▇▇▇ ▇▇▇▇▇▇▇, II or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, or relating to which any preferred stock of SES outstanding prior to the Buyer Indemnified Parties shall be entitled to receive Closing (the foregoing items are hereafter in satisfaction of claims for indemnification pursuant to this Section 9.02(a) shall in no event exceed $20,000,000 (the “Cap”11.2 referred to as "IVG DAMAGES"); provided, however, that neither the Deductible Amount nor the Cap nor the time limitation set forth in Section 9.02(d) below shall apply with respect to any Transactional Expenses, to the extent not paid in accordance with Section 1.02(b)(iv) hereof, to any claim for income taxes pursuant to Section 9.3(b) hereof, to any claim in the nature of fraud, or to any claim under the last sentence of Section 4.05(c) hereof.