By the Members, Jointly and Severally. Subject to the provisions of this ARTICLE IX, the Members shall jointly and severally indemnify, defend and hold harmless the Purchaser, Parent, their Affiliates and their respective Representatives, and each of their successors and permitted assigns (each, a “Purchaser Indemnified Party” and collectively, the “Purchaser Indemnified Parties”), and, after the Closing, the Company and the Company Subsidiaries, from and against, and shall pay to the Purchaser Indemnified Parties the amount of, any and all losses, demands, claims, debts, actions, assessments, judgments, settlements, sanctions, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, known or unknown, due or to become due or otherwise), monetary damages, fines, Taxes, fees, penalties, interest obligations, deficiencies and expenses (including amounts paid in settlement, interest, court costs, costs of investigation, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation or preparation for litigation as incurred) (herein, “Damages”), incurred by the Purchaser Indemnified Parties arising, directly or indirectly, as a result of (i) the failure of any representation or warranty made by the Company in ARTICLE IV of this Agreement to be true and correct on the Closing Date, (ii) any non–fulfillment or breach of any covenant or agreement of the Members under this Agreement or of the Company and the Company Subsidiaries with respect to the period prior to the Closing, (iii) any lawsuit or claim brought against the Company or any officer, director or manager of the Company with respect to the willful misconduct or gross negligence by any such officer, director or manager of the Company prior to the Closing Date, (iv) Taxes of the Company and the Company Subsidiaries for a Pre–Closing Tax Period, or (v) any liability of the Company for matters disclosed on Sections 4.6(b), 4.7(a) or 4.10 of the Company Disclosure Schedule as exceptions to the representations and warranties made by the Company in ARTICLE IV of this Agreement, other than, in the case of Section 4.10 thereof, liabilities related to the costs of enforcement of intellectual property rights, including litigation, opposition proceedings, cease and desist letters and responses thereto (provided, that such costs are taken into account for purposes of calculating Adjusted EBITDA).
