Common use of By the Stockholders Clause in Contracts

By the Stockholders. Subject to the limitations set forth in this Article IX, from and after the Closing, by virtue of the Merger, the Stockholders shall jointly and severally indemnify and hold harmless Buyer, the Merger Subsidiary, the Company and the Surviving Corporation and its directors, officers and agents (each of the foregoing being referred to individually as an “Indemnified Buyer Party” and collectively as “Indemnified Buyer Parties”) from and against any and all Losses, Liabilities, damages, costs and expenses, including costs of investigation and defense, reasonable legal fees and expenses and other professionals’ and experts’ reasonable fees and expenses (collectively, “Damages”) arising from assessments, claims, demands, assertions of liability or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) directly or indirectly incurred, paid or accrued in connection with, resulting from or arising out of (i) any breach of any representation or warranty made by the Company and/or any of the Stockholders in this Agreement (and the Schedules and Exhibits to this Agreement), (ii) any breach of or default in connection with any of the covenants or agreements made by the Company and/or any Stockholders in this Agreement, (iii) any of the matters set forth on Schedule 3.5 of the Company Disclosure Letter, (iv) any Liability of the Business not set forth on the Company Balance Sheet or the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon) or the Company Disclosure Letter, and/or (v) any suit, action or claim by any holder of any Options and/or any beneficiary of any outstanding Compensation Arrangement granted before the Closing; and/or (vi) any Tax Liabilities of the Company and/or any of its Subsidiaries arising from either the operation of the Company (or any such Subsidiary) or any action or omission of any Stockholder prior to the Effective Time; and/or (vii) any penalties and/or interest incurred as a result of, arising from, or relating to, the Company’s lack of support and/or documentation associated with the Company’s transfer pricing prior to the Effective Time.

By the Stockholders. Subject to the limitations set forth in this Article IX, from and after the Closing, by virtue of the Merger, the Stockholders shall jointly and severally severally, to the extent of their interest in the Holdback and not personally, indemnify and hold harmless Buyer, the Merger Subsidiary, the Company and the Surviving Corporation and its directors, officers and agents (each of the foregoing being referred to individually as an “Indemnified Buyer Party” and collectively as “Indemnified Buyer Parties”) from and against any and all Losses, Liabilities, damages, costs and expenses, including reasonable costs of investigation and defense, reasonable legal fees and expenses and other professionals’ and experts’ reasonable fees and reasonable expenses (collectively, “Damages”) arising from assessments, claims, demands, assertions of liability or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) directly or indirectly incurred, paid or accrued in connection with, resulting from or arising out of (i) any breach of any representation or warranty made by the Company and/or any of the Stockholders in this Agreement (and the Schedules and Exhibits to this Agreement), (ii) any breach of or default in connection with any of the covenants or agreements made by the Company and/or any Stockholders in this Agreement, (iii) any of the matters set forth on Schedule 3.5 of the Company Disclosure Letter, (iv) any Liability of the Business not set forth on the Company Balance Sheet or the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon) or the Company Disclosure LetterSheet, and/or (v) any suit, action action, claim or claim Loss by any holder of any Options and/or any beneficiary of any outstanding Compensation Arrangement granted before the Closing; Options, and/or (vi) any Tax Liabilities suit, action, proceeding, claim or Loss resulting from an action initiated by any State of the Company and/or any United States of its Subsidiaries arising from either the operation of America for unpaid sales tax on all software license, service and maintenance sells conducted by the Company (or any such Subsidiary) or any action or omission of any Stockholder prior to the Effective Time; and/or (vii) any penalties and/or interest incurred as a result of, arising from, or relating to, the Company’s lack of support and/or documentation associated with the Company’s transfer pricing prior to the Effective TimeClosing.

By the Stockholders. Subject to the limitations set forth in this Article IXprovisions of Section 8.1 relating to the survival of representations and warranties, from and after the Closing, by virtue of the Merger, the Stockholders shall jointly and severally indemnify indemnify, defend and hold harmless BuyerParent, the Merger Subsidiaryits Affiliates, the Company and the Surviving Corporation and its their respective officers, directors, officers employees, stockholders, members, partners, agents, representatives, successors and agents assigns (each of the foregoing being referred to individually as an collectively, “Indemnified Buyer Party” and collectively as “Indemnified Buyer PartiesParent Indemnitees”) from and against any and all Lossesclaims, losses, Liabilities, Taxes, damages, deficiencies, interest and penalties, costs and expenses, including costs of investigation and including, without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable legal fees attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of investigation, and other professionals’ and experts’ reasonable fees the costs and expenses of enforcing the indemnification provided hereunder (collectively, hereafter individually a “DamagesLoss” and collectively “Losses”) arising from assessments, claims, demands, assertions of liability or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) directly or indirectly incurred, paid or accrued in connection with, resulting from or incurred by any Parent Indemnitees arising out of or relating to: (i) any breach of any representation or warranty made by the Company and/or Stockholders or any of the Stockholders Group Companies in this Agreement or any Ancillary Document (and the Schedules and Exhibits to without regard, for purposes of this Agreementclause (i), to any qualifications as to materiality or Material Adverse Effect (or any correlative terms), other than with respect to the first sentence of Section 3.7 and where “material” is used for the purpose of listing and referring to Material Contracts); (ii) any breach of any covenant or default agreement of the Stockholders’ Representative or the Stockholders, or any of the Group Companies to the extent required to be performed or complied with by any of the Group Companies prior to the Closing, contained in this Agreement or any Ancillary Document; (iii) any Transaction Expenses of the Company or Indebtedness of the Group Companies to the extent not paid, satisfied, and discharged prior to the Closing; (iv) any Pre-Closing Taxes; (v) any claim by any Person with respect to acts, actions or activities of the Company or their respective officers or directors prior to the Closing in connection with the Contemplated Transactions; (vi) any amount payable to a holder of Dissenting Shares under applicable Law or in connection with any claim of the covenants any holder (or agreements made by the Company and/or any Stockholders in this Agreementalleged holder) of Capital Stock, options, or warrants involving or related to his, her or its rights or status (iiior alleged rights or status) any of the matters set forth on Schedule 3.5 of the Company Disclosure Letter, (iv) any Liability of the Business not set forth on the Company Balance Sheet or the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon) or the Company Disclosure Letter, and/or (v) any suit, action or claim by any as a holder of any Options and/or any beneficiary of any outstanding Compensation Arrangement granted before the Closing; and/or (vi) any Tax Liabilities of Capital Stock, options, warrants or other ownership rights in the Company and/or any of its Subsidiaries arising from either during the operation of the Company (or any such Subsidiary) or any action or omission of any Stockholder period prior to the Effective TimeClosing, in each case, in excess of the Merger Consideration to which such holder is entitled to receive pursuant to Section 2.5; and/or (vii) 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; (viii) any Loss or Losses related or in any way connected to the Pending Litigation Matter (including, without limitation, any attorneys’ fees and costs, approved settlement amount, costs incurred in connection with the pending arbitration and any appeals exercised therefrom to the extent not recovered as paid PLM Costs pursuant to Section 5.16(b)); (ix) any Loss or Losses related to or arising out of or in any way connected to a dispute with Dewei or any of its Affiliates; (x) any Loss or Losses related to or arising out of the termination, amendment, modification of a Government Contract or Government Bid (including any penalties and/or interest incurred assessed by a Governmental Authority) as a result ofof the consummation of the transactions contemplated hereby; (xi) any Loss or Losses related to the handling or mishandling of “controlled unclassified information” and “covered defense information” as those terms are defined in the Defense FAR Supplement, and “sensitive but unclassified” information as that term is defined in the NASA FAR Supplement; (xii) any Loss or Losses related to the Chinese ownership of the Group Companies in violation of any Law or contract term; (xiii) any Loss or Losses related to, arising fromout of or in any way in connection with any Group Company’s non-compliance with International Trade Laws and Regulations and the post-Closing cost of bringing any Group Company into compliance with International Trade Laws and Regulations, including payments of any civil penalties or relating other amounts due and owing to a Governmental Authority whether as a result of good-faith disclosures made by Parent and/or the Surviving Corporation or otherwise; and/or (xiv) any Loss or Losses related to, the Company’s lack arising out of support and/or documentation associated or in any way in connection with the Company’s transfer pricing prior decision by the Group Companies not to notify the Effective TimeCommittee on Foreign Investment in the United States (“CFIUS”) of a foreign investment transaction involving the Group Companies and falling within the jurisdiction of CFIUS pursuant to CFIUS Laws and Regulations and the post-Closing cost of addressing any action by CFIUS to impose mitigation measures related to any non-notified transaction.

By the Stockholders. Subject to the limitations set forth in this Article IXSection 8.1, Stockholders shall jointly and severally, indemnify, from and after the Closing, by virtue of the MergerParent, the Stockholders shall jointly its Affiliates, and severally indemnify and hold harmless Buyertheir respective officers, the Merger Subsidiary, the Company and the Surviving Corporation and its directors, officers employees, stockholders, members, partners, agents, representatives, successors and agents assigns (collectively, “Parent Indemnitees”) against, and shall hold each of the foregoing being referred to individually as an “Indemnified Buyer Party” and collectively as “Indemnified Buyer Parties”) them harmless from and against against, and shall pay and reimburse each of them for, any and all Lossesclaims, judgements, losses, Liabilities, Taxes, damages, deficiencies, interest and penalties, costs and expenses, including costs of investigation and including, without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable legal fees attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of investigation, and other professionals’ and experts’ reasonable fees the costs and expenses of enforcing the indemnification provided hereunder (collectively, hereafter individually a “DamagesLoss” and collectively “Losses”) arising from assessments, claims, demands, assertions of liability or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) directly or indirectly incurred, paid or accrued in connection with, resulting from or arising out of or relating to: (i) any Any breach of any representation or warranty made by the Company and/or Stockholders or any of the Stockholders Group Companies in this Agreement (and the Schedules and Exhibits to this Agreement), or any Ancillary Document; and/or (ii) any Any breach of any covenant or default in connection with agreement of the Stockholders, or any of the covenants Group Companies to the extent required to be performed or agreements made complied with by any of the Company and/or any Stockholders Group Companies prior to the Closing, contained in this Agreement, Agreement or any Ancillary Document. (iii) any Any Transaction Expenses of the matters set forth on Schedule 3.5 Group Companies or Indebtedness of the Company Disclosure LetterGroup 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 Closing Consideration. (iv) Any claim resulting from any Liability of inaccuracies in the Business not Allocation Statement or otherwise alleging that a Person was due amounts other than as set forth on in the Company Balance Sheet or the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon) or the Company Disclosure Letter, and/or Allocation Statement; (v) any suit, action Any claim or claim by any holder of any Options and/or any beneficiary of any outstanding Compensation Arrangement granted before the Closing; and/or (vi) any Tax Liabilities of the Company and/or any of its Subsidiaries arising from either the operation of the Company (or any such Subsidiary) or any action or omission of any Stockholder prior to the Effective Time; and/or (vii) any penalties and/or interest incurred as a result ofallegation pertaining to, arising from, or relating to, to any Company’s use of Open Source Software; and/or (vi) Any occurrences which would have been covered under the Company’s lack insurance policies that existed prior to Closing if not for a failure of support and/or documentation associated the Company to timely make a claim thereunder or to otherwise comply with the Company’s transfer pricing prior to terms thereof; (vii) The matters listed on Section 8.2(a) of the Effective TimeCompany Disclosure Schedule.

By the Stockholders. Subject to the limitations set forth in this Article IX, from From and after the Closing, by virtue of the MergerEffective Time, the Stockholders shall jointly and severally indemnify and hold harmless Buyer, the Merger Subsidiary, the Company and the Surviving Corporation and its officers, directors, officers employees and agents (each of the foregoing being referred to individually as an “"Indemnified Buyer Party” and collectively as “Indemnified Buyer Parties”Persons") from and against any and all Losses, Liabilitiesclaims, damages, losses, liabilities, costs and expenses, including costs of investigation and defense, reasonable legal fees and expenses and other professionals’ and experts’ reasonable fees and expenses (collectivelyincluding, “Damages”) arising from assessmentswithout limitation, claimssettlement costs and any reasonable legal, demands, assertions of liability accounting or actual other expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Persons ("Damages"); (a) resulting from, suits relating to or proceedings (whether civil, criminal, administrative constituting any misrepresentation or investigative) directly or indirectly incurred, paid or accrued in connection with, resulting from or arising out of (i) any breach of any representation or warranty made by the Company and/or any of the Stockholders in this Agreement (including the reaffirmation of such representations and warranties in the Schedules and Exhibits Bring-Down Certificate); (b) resulting from, relating to this Agreement), (ii) or constituting any breach prior to the Effective Time of any covenant, agreement or default in connection with any of the covenants or agreements made by the Company and/or any Stockholders in this Agreement, (iii) any of the matters set forth on Schedule 3.5 obligation of the Company Disclosure Lettercontained in this Agreement or any other agreement, instrument or document contemplated by this Agreement; (ivc) resulting from any Liability of the Business not set forth on the Company Balance Sheet or the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon) or the Company Disclosure Letter, and/or (v) any suit, action or claim by any holder failure of any Options and/or any beneficiary Stockholders to have good, valid and marketable title to the issued and outstanding Shares held by such Stockholders, free and clear of all liens, claims, pledges, options, adverse claims or charges of any outstanding Compensation Arrangement granted before nature whatsoever; (d) resulting from, relating to, or arising out of (i) the Closing; and/or (vi) any Tax Liabilities of current criminal environmental investigation relating to the Company and/or any of its Subsidiaries arising from either Company's facility in Fall River, Massachusetts to the operation of the Company (extent related to acts or any such Subsidiary) or any action or omission of any Stockholder omissions prior to the Effective Time; and/or (viiii) any penalties and/or interest incurred as a result of, arising from, civil or relating to, the Company’s lack of support and/or documentation criminal antitrust claims or investigations associated with rubber thread and/or P.T. Bakrie Rubber Industry ("BRI") to the Company’s transfer pricing extent related to acts or omissions prior to the Effective Time, in each case including, without limitation, civil or criminal fines or penalties assessed against the Surviving Corporation or its officers, directors or employees; and/or (iii) the complaint filed in Superior Court in the State of Rhode Island by American Condominium Association, Inc. and Harbor Houses Condominium Association, Inc. against the Company; or (e) if the Company fails to obtain the Release prior to Closing, resulting from any obligation of, or claim of any kind against, the Company with respect to BRI (including those related to operating losses, antitrust matters, losses related to third party claims of any kind, consequential, incidental or any other form of damages or losses of BRI), except for trade payables incurred in the Ordinary Course of Business.