Contributing Securityholders’ Indemnification Sample Clauses

Contributing Securityholders’ Indemnification. Subject to the other terms, conditions and limitations contained in this Article 9, from and after the Closing, the Contributing Securityholders shall (i) jointly solely with respect to amounts available in the Escrow Fund and (ii) severally (according to each holder’s Pro Rata Share) but not jointly with respect to any other possible recoveries under this Article 9, indemnify and hold harmless Buyer, its Affiliates and each of their respective officers, directors, shareholders, agents, employees, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) (provided that, for the purposes of this Article 9, the Buyer Indemnified Persons shall act solely through Buyer or any of its Subsidiaries) from and against any Losses arising out of, resulting from or relating to: (i) any breach of any representations or warranties of the Company or the Company Shareholders contained in either this Agreement or any certificate delivered hereunder by the Company or any Company Shareholder (“Warranty Breach Claims”); (ii) any breach of any covenant or agreement made by the Company or the Company Shareholders contained in this Agreement (including pursuant to and subject to the terms set forth in Section 7.11); (iii) any Indebtedness Amount, Change in Control Payments or Transaction Expenses Amount (other than Indebtedness Amount or Transaction Expenses Amount repaid prior to the Calculation Time) to the extent not fully taken into account in the calculation of the Final Total Consideration; (iv) any Action brought by any Person relating to actual, asserted or alleged (A) inaccuracies contained within the Payment Spreadsheet or that the Payment Spreadsheet was not prepared in accordance with, or is inconsistent with, the Governing Documents of the Company, or (B) regardless of any disclosure on the Disclosure Schedule, entitlement to any portion of the Total Consideration that is inconsistent with the Payment Spreadsheet (including allocation thereof among the Contributing Securityholders or other Persons); (v) any “excess parachute payments” within the meaning of Section 280G of the Code, if the stockholder approval requirements of Section 280G(b)(5)(B) of the Code are not satisfied with respect to such payments; (vi) [RESERVED]; (vii) (A) any Taxes of or owed by the Company or any of its Subsidiaries in respect of any Pre-Closing Tax Period (except (x) for any tax relating to post-Closing transfer of the Intellectual Property outside of Israel and (...