Common use of By the Stockholders Clause in Contracts

By the Stockholders. The Stockholders will jointly and severally, indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statements and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Control Person”), against any losses, claims, damages, liabilities or expenses to which the Company, any of its directors, any of its officers who signed the Registration Statements or Control Person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, but only if such settlement is effected with the written consent of the affected Stockholders, which consent shall not be unreasonably withheld, conditioned or delayed) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statements or that arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statements not misleading in the light of the circumstances under which they were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any of the Stockholders expressly for use therein; and the Stockholders will promptly reimburse the parties entitled to indemnification under this subsection for any legal and other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

By the Stockholders. The Subject to Section 8.1, Stockholders will shall jointly and severally, indemnify indemnify, from and after the Closing, Parent, its Affiliates, and their respective officers, directors, employees, stockholders, members, partners, agents, representatives, successors and assigns (collectively, “Parent Indemnitees”) against, and shall hold harmless the Company, each of its directorsthem harmless from and against, and shall pay and reimburse each of its officers who signed the Registration Statements them for, any and each personall claims, if anyjudgements, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Control Person”), against any losses, claimsLiabilities, Taxes, damages, liabilities deficiencies, interest and penalties, costs and expenses, including, without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder (hereafter individually a “Loss” and collectively “Losses”) arising out of or expenses to which relating to: (i) Any breach of any representation or warranty made by the Company, Stockholders or any of its directors, the Group Companies in this Agreement or any Ancillary Document; and/or (ii) Any breach of its officers who signed any covenant or agreement of the Registration Statements or Control Person may become subject, under the Securities Act, the Exchange ActStockholders, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, but only if such settlement is effected with the written consent of the affected Stockholders, which consent shall not be unreasonably withheld, conditioned or delayed) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in Group Companies to the Registration Statements or that arise out of or are based upon the omission or alleged omission to state therein a material fact extent required to be stated therein performed or necessary to make the statements in the Registration Statements not misleading in the light of the circumstances under which they were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity complied with written information furnished to the Company by or on behalf of any of the Stockholders expressly Group Companies prior to the Closing, contained in this Agreement or any Ancillary Document. (iii) Any Transaction Expenses of the Group Companies or Indebtedness of the Group Companies to the extent not (A) paid, satisfied and discharged on or prior to the Closing, or (B) otherwise taken into account in the calculation of the Closing Consideration Shares. (iv) Any claim resulting from any inaccuracies in the Allocation Statement or otherwise alleging that a Person was due amounts other than as set forth in the Allocation Statement; (v) Any occurrences which would have been covered under the Company’s insurance policies that existed prior to Closing if not for use thereina failure of the Company to timely make a claim thereunder or to otherwise comply with the terms thereof; and and/or (vi) The matters listed on Section 8.2(a) of the Stockholders will promptly reimburse the parties entitled to indemnification under this subsection for any legal and other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionCompany Disclosure Schedule.

By the Stockholders. The Stockholders will jointly and severally, indemnify and hold harmless Subject to the Companylimitations set forth in this Agreement, each of its directorsStockholder, each of its officers who signed Severally, hereby indemnifies and holds harmless Open Solutions and the Registration Statements Buyer, from and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Control Person”), against any losses, all claims, damages, liabilities losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) (collectively, the "Losses") in connection with each and all of the following (a "Breach of Warranty"): (a) any misrepresentation or breach of any representation or warranty made by the Stockholders or the Company in this Agreement, any schedule to which this Agreement or any certificate provided for and furnished pursuant to this Agreement or in connection with the transactions contemplated by this Agreement; (b) any breach of any covenant, agreement or obligation of the Stockholders or the Company contained in this Agreement or any other agreement, instrument or document furnished in connection with this Agreement; (c) any violation by the Company of, or any failure by the Company to comply with, any environmental law, ruling, order, decree, regulation, permit or requirement applicable to the Company, its assets or its business, whether or not any such violation or failure to comply has been disclosed to Open Solutions or the Buyer, including any costs incurred by Open Solutions or the Buyer in order to bring the Company into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date; (d) any Tax liabilities or obligations of the Company attributable or allocable to a Tax period or portion of a Tax period ending on or before the Closing Date (applying the principles of Section 8.02), to the extent the aggregate Tax liabilities or obligations of the Company for such Tax periods (or portions thereof) exceed the Tax Reserves; (e) except as set forth in Schedule 3.20, any claims against, or liabilities or obligations of, the Company with respect to obligations under Employee Plans as of the Closing Date; (f) any Royalties required to be made under any of its directorsthe Contracts set forth on Schedule 3.17(d) in excess of the corresponding Royalties set forth on Schedule 3.17(d); (g) any Accounts Receivable, except for the EOR Reserve, which are not collected by Open Solutions or the Buyer within ninety (90) days after the Closing Date, or 180 days after the Closing Date in the case of any Accounts Receivable set forth on Schedule 3.14; provided, however, (i) the Stockholders shall take all such actions as Open Solutions and the Buyer may reasonably request to facilitate and effectuate the collection by Open Solutions and the Buyer of its officers who signed the Registration Statements Accounts Receivable (including assisting with contacting customer accounts if requested to do so by Open Solutions or Control Person may become subjectthe Buyer), under and (ii) the Securities ActCompany, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise Buyer and the Stockholders shall use reasonable measures in collecting all such Accounts Receivable (including in settlement of any litigation, but only if such settlement is effected with the written consent of the affected Stockholders, which consent shall not be unreasonably withheld, conditioned or delayed) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statements or that arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein utilize a collection agency or necessary to make commence litigation). To the statements in extent Open Solutions or the Registration Statements not misleading in the light Buyer is indemnified for a breach of the circumstances representations and warranties under which they were madeSection 3.14 (Accounts Receivable), (A) such Accounts Receivable shall be assigned, in each case writing, to the extentStockholders' Representative, but only (B) all files, records, invoices, correspondence and other documents relating to such Accounts Receivable, or copies thereof, shall be transferred to the extentStockholders' Representative, that and (C) the Stockholders' Representative shall have the right to collect the amounts due related to such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished Account Receivable, and, to the Company by extent that Open Solutions or on behalf of any of the Buyer collects such amounts after having received payments in indemnification, Open Solutions or the Buyer shall pay such amounts to the Stockholders' Representative, who shall distribute such amounts to the Stockholders expressly for use thereinpursuant to Section 1.03(b)(i) hereof; and (h) any and the Stockholders will promptly reimburse the parties entitled to indemnification under this subsection for any legal and other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or actionall matters set forth on Schedule 7.01(h).

By the Stockholders. The Stockholders will jointly and severallyMaxxim shall indemnify, indemnify defend and hold harmless the Companyharmless, An-Con, and its Affiliates and their respective directors, officers, employees, stockholders and agents, each of its directorsunderwriter (as defined in the Securities Act), each other Person who participates in the offering of its officers who signed the Registration Statements such shares of Registrable Stock, and each personother Person, if any, who controls the Company within the meaning of (as defined in Section 15 of the Securities Act Act) An-Con or Section 20 any such underwriters or participating Persons (collectively, the "An-Con Indemnitees"), with respect to any and all Claims, whether or not any of the Exchange Act (a “Control Person”), against any losses, claims, damages, liabilities Claims result from third party claims or expenses to which result from the Company, assertion of any of its directorsAn-Con's rights hereunder, incurred or suffered by any of its officers who signed the Registration Statements An-Con Indemnitee or Control Person which any An-Con Indemnitee may become subject, subject to under the Securities Act, the Exchange Act, Act or any other federal or state statutory law or regulation, or Applicable Law (at common law or otherwise (including in settlement of any litigationotherwise), but only if such settlement is effected with the written consent of the affected Stockholdersdirectly or indirectly, which consent shall not be unreasonably withheld, conditioned or delayed) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise arising out of or are based upon relating to: a. in the event of any registration of any shares of Registrable Stock under the Securities Act pursuant to this Agreement, any untrue or alleged untrue statement of any material fact contained in the any Registration Statements Statement or that arise out Prospectus under which any shares of or are based upon the Registrable Stock were registered, any omission or alleged omission to state therein in any such document a material fact required to be stated therein or necessary to make the statements made therein, in the Registration Statements not misleading in the light of the circumstances under which they were made, not misleading, or any amendment or supplement thereto, in each case any such case, to the extent, but extent and only to the extent, extent that any such Claim arises out of or relates to any such untrue statement or alleged untrue statement or any such omission or alleged omission was made in such Registration Statement or Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company An-Con by Maxxim or on behalf of any of the Stockholders expressly its Affiliates specifically for use therein; and . In no event shall the Stockholders will promptly reimburse the parties entitled to indemnification liability of Maxxim under this subsection for Section 4.2a exceed the net proceeds (that is, after deduction of underwriting discounts or commissions) attributable to Maxxim with respect to the sale of Maxxim shares of Registrable Stock; b. any legal and breach of or default in the observance or performance of any agreement made by Maxxim in this Agreement or the failure of Maxxim to fulfill any other expense reasonably incurred obligation which Maxxim is required to perform or observe in this Agreement; c. any inaccuracy in any, breach of any, or false or fraudulent, representation or warranty made by them Maxxim in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action.this Agreement; or

By the Stockholders. The To the extent provided in this Section 11, from and after the Effective Time, the Stockholders will jointly and severallywho shall have received, indemnify or shall be entitled to receive, Final Merger Consideration pursuant to Section 2.6 agree, in proportion to their original contributions to the Escrow Amount, to indemnify, defend and hold harmless SCT, Acquisition Sub and the Surviving Company, and each of its SCT's, Acquisition Sub's and the Surviving Company's successors and assigns, and each of SCT's, Acquisition Sub's and the Surviving Company's officers, directors, each of its officers who signed the Registration Statements managers, employees, stockholders, members, agents, Affiliates and each person, if any, any Person who controls SCT, Acquisition Sub or the Surviving Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Control Person”)each, against an "Indemnified SCT Party") harmless from and against: 11.1.1 Notwithstanding any lossesdue diligence review by any Indemnified SCT Party or other knowledge by any Indemnified SCT Party, any liabilities, claims, damagesdemands, liabilities judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and reasonable disbursements of every kind, nature and description incurred by such Indemnified SCT Party in connection therewith), net of any benefits or proceeds of insurance (collectively, "Damages"), that such Indemnified SCT Party may sustain, suffer or incur and that result from or arise out of: (a) any inaccuracy of any representation or warranty of Company in this Agreement, the Transaction Documents, the Company CEO Certificate or the Company Cash Certificate. (b) any failure by the Company to perform or comply with any covenant or agreement applicable to it set forth in this Agreement; (c) payments made by SCT, Acquisition Sub or the Surviving Company in respect of Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such Shares; (d) payments made by SCT, Acquisition Sub or the Surviving Company following the Effective Time in respect of, in the nature of, or which otherwise constitute Transaction Expenses to the extent such payments are in excess of the Expense Cap; (e) any and all Taxes of Company or any Stockholder, or any of their respective Affiliates (except for SCT and its subsidiaries and related companies), that accrued or that relate to a period ending on or prior to the Closing Date, including but not limited to (i) any Taxes imposed on Company, any of its directors, Stockholder or any of their respective Affiliates (except for SCT and its officers who signed the Registration Statements or Control Person may become subjectsubsidiaries and related companies), under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, but only if such settlement is effected with the written consent of the affected Stockholders, which consent shall not be unreasonably withheld, conditioned or delayed) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statements or that arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statements not misleading in the light of the circumstances under which they were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf result of any of the Stockholders expressly Transactions, (ii) any Liability of Company or any of its Affiliates (except for use therein; SCT and its subsidiaries and related companies) under any Tax allocation, sharing indemnification (or similar arrangement, whether or not written, (iii) any Liability resulting from the Stockholders will promptly reimburse the parties entitled to indemnification termination of Company or any of its Affiliates (except for SCT and its subsidiaries and related companies) as a member of any consolidated, affiliated, combined, unitary or other similar Tax group, or (iv) any Taxes imposed on Company or any of its Affiliates (except for SCT and its subsidiaries and related companies) under this subsection Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign tax provision, as a result of being a member of a consolidated, affiliated, combined, unitary or other similar Tax group for any legal taxable period commencing before the Closing Date (in each case except for (x) amounts reserved for or otherwise accrued (excluding reserves for deferred Taxes attributable to book-tax timing differences) on the Interim Financial Statements of Company or on Company's books and records or (y) matters listed on the Disclosure Schedule); and (f) the matters disclosed on Schedule 11.1.1(f). 11.1.2 any and all actions, suits, claims, proceedings, investigations, allegations, demands, assessments, audits, fines, judgments, costs and other expense reasonably incurred by them in connection with investigating, defending, settling, compromising expenses (including without limitation reasonable attorneys' fees and expenses) incident to any of the foregoing or paying any such loss, claim, damage, liability, expense or actionto the enforcement of this Section 11.1.

By the Stockholders. The Stockholders will jointly and severallyEach Stockholder holding Registrable Shares included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, each of its directorsofficers, each of its officers who signed the Registration Statements directors and agents and each personPerson, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Control Person”)to the same extent as the foregoing indemnity from the Company to such Stockholder, against but only with respect to information furnished in writing by such Stockholder expressly for use in any losses, claims, damages, liabilities registration statement or expenses prospectus relating to which the Company, any of its directors, any of its officers who signed the Registration Statements or Control Person may become subject, under the Securities Act, the Exchange ActRegistrable Shares, or any other federal amendment or state statutory law or regulationsupplement thereto, or at common law any preliminary prospectus, statutory prospectus, free writing prospectus or otherwise (including in settlement of any litigation, but only if summary prospectus. Each such settlement is effected with the written consent Stockholder also agrees to indemnify and hold harmless underwriters of the affected StockholdersRegistrable Shares, which consent shall not be unreasonably withheld, conditioned or delayed) insofar their officers and directors and each Person who controls such underwriters on substantially the same basis as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statements or that arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statements not misleading in the light of the circumstances under which they were madeindemnification of the Company provided in this Section 6. As a condition to including Registrable Shares in any registration statement filed in accordance with this Agreement, in each case the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent, but only extent customarily provided by underwriters with respect to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any of the Stockholders expressly for use therein; and the Stockholders will promptly reimburse the parties entitled to indemnification similar securities. No Stockholder shall be liable under this subsection 6(b) for any legal and other loss, claim, damage, liability or expense reasonably incurred in excess of the net proceeds actually realized by them such Stockholder in connection with investigating, defending, settling, compromising or paying any the sale of Registrable Shares of such Stockholder to which such loss, claim, damage, liability, liability or expense or actionrelates.

By the Stockholders. The Stockholders In connection with any registration statement in which a Stockholder is participating, that Stockholder will jointly furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto and, to the extent permitted by law, will indemnify the Company and severally, indemnify each other Stockholder and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statements managers, officers, employees, members, shareholders and each person, if any, Person who controls the Company and each Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Control Person”), Act) against any losses, claims, damages, liabilities or and expenses (including, but not limited to, reasonable attorneys’ fees) to which the CompanyCompany or any Stockholder or any such director, any of its directorsmanager, any of its officers who signed the Registration Statements officer, employee, shareholder or Control controlling Person may become subject, subject under the Securities ActAct or otherwise, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, but only if such settlement is effected with the written consent of the affected Stockholders, which consent shall not be unreasonably withheld, conditioned or delayed) insofar as such losses, claims, damages, damages or liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect thereof as contemplated belowthereof) arise out of or are based upon (i) any untrue or alleged untrue statement of any material fact contained in the Registration Statements registration statement, prospectus or that arise out of preliminary prospectus or are based upon the any amendment thereof or supplement thereto or in any application or (ii) any omission or alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements in the Registration Statements therein not misleading in the light of the circumstances under which they were made, in each case to the extentmisleading, but only to the extent, extent that such untrue statement or alleged untrue statement omission is made in such registration statement, any such prospectus or omission preliminary prospectus or alleged omission was made any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by or on behalf of any of the Stockholders that Stockholder expressly for use therein; , and the Stockholders that Stockholder will promptly reimburse the parties entitled to indemnification under this subsection Company and each such director, manager, officer, employee, shareholder and controlling Person for any legal and or any other expense reasonably expenses incurred by them in connection with investigating, defending, settling, compromising investigating or paying defending any such loss, claim, damage, liability, expense action or actionproceeding; provided, however, that the Stockholder shall not be liable in any such case to the extent that, prior to the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, the Stockholder has furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto that corrected or made not misleading information previously furnished to the Company.