Equityholder Indemnification Sample Clauses
The Equityholder Indemnification clause establishes the obligation of equityholders to compensate or reimburse another party, typically the buyer or company, for losses or damages arising from breaches of representations, warranties, or covenants made in a transaction agreement. In practice, this clause specifies the scope of indemnifiable claims, the process for making claims, and any limitations on the indemnification, such as caps or time limits. Its core function is to allocate risk by ensuring that equityholders are financially responsible for certain post-closing liabilities, thereby protecting the indemnified party from unforeseen issues related to the transaction.
Equityholder Indemnification. Subject to the limitations set forth in Section 10.03, the Equityholders, severally and not jointly, in accordance with their Pro Rata Portion, hereby indemnify Parent, its Affiliates (including, after the Effective Time, the Surviving Corporation and its Subsidiaries) and their respective officers, directors, employees, agents, successors and assignees (collectively, the “Parent Indemnified Parties”) against and hold each of the Parent Indemnified Parties harmless from any and all claims, damages (including, solely with respect to Third Party Claims and not with respect to any other claims, punitive, special, exemplary or similar damages awarded to such Third Party), losses, liabilities, fines, penalties and expense (including reasonable expenses of investigation and reasonable attorneys’ and consultants’ fees and expenses in connection with any action, suit or proceeding whether involving a Third Party claim or a claim solely between the parties hereto to enforce the provisions hereof) (collectively, “Losses”), incurred or suffered by any Parent Indemnified Party, in each case, regardless of whether such Losses arise as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or violation of any law by, the Parent Indemnified Parties, directly or indirectly, as a result of, with respect to or in connection with:
(i) any misrepresentation or breach of warranty (without giving effect to any qualification or exception relating to materiality or Material Adverse Effect or similar qualification or standard including specified dollar thresholds contained therein or with respect thereto both for purposes of determining whether a representation or warranty is true and correct and for purposes of determining the amount of any Losses) made by the Company pursuant to this Agreement or in any certificate or other writing delivered pursuant hereto or thereto;
(ii) any breach of covenant or agreement to be performed by the Company pursuant to this Agreement or in any certificate or other writing delivered pursuant hereto or thereto;
(iii) the amount of any Dissenting Share Payments;
(iv) any claims by any current or former holder of Company Stock or any alleged current or former holder of any equity interest or equity security of the Company or any of its Subsidiaries for breach of fiduciary duty relating to the transactions contemplated by this Agreement;
(v) the failure of any item set forth in the Allocation Certific...
Equityholder Indemnification. (a) From and after the Closing Date, the Equityholders shall, separately and not jointly, in proportion to each Equityholder’s Pro Rata Portion, indemnify, defend, reimburse and hold harmless the Buyer Indemnified Parties from and against any and all Losses actually incurred by the Buyer Indemnified Parties to the extent arising out of, resulting from or otherwise in respect of:
(i) any breach or inaccuracy of any of the Company Fundamental Representations; provided, that for purposes of determining the existence of any breach or inaccuracy of any of the Company Fundamental Representations and for purposes of calculating the amount of any Losses arising out of or resulting from any such breach or inaccuracy of any of the Company Fundamental Representations, all references to materiality, Material Adverse Effect or words of similar import or effect therein shall be disregarded (as if such word or words were deleted from such representation and warranty);
(ii) the failure of the Equityholder Representative to perform any covenant or agreement required to be performed following the Closing Date hereunder to be performed thereby; and
(iii) any Taxes: (A) due or payable by the Company or imposed on the Company for any taxable period (or portion thereof, as determined under this Section 9.2(a)(iii)) ending on or before the Closing Date, other than the Buyer’s pro rata share of income Taxes of the Company for the period between the date of the Common Stock Purchase Agreement and the Closing (B) that the Company is liable for (including under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. applicable Law) as a result of being a member of (or leaving) a consolidated, combined or unitary Tax group on or before the Closing Date; (C) of another Person imposed on the Company as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing; and (D) arising as a result of the Company’s election on Form 3115 to change its accounting method for federal income Tax purposes relating to the timing of income/revenue recognition of certain software contracts to comply with Accounting Standards Codification 606, as described on Schedule 2.18, whether such Taxes are attributable to taxable periods ending on or before, or ending after, the Closing Date, in each case to the extent such Taxes were not taken into account in Closing Working Capital; in each case other than Taxes...
Equityholder Indemnification. (a) Subject to the provisions of this Article IX, from and after the Closing, each US Equityholder agrees, severally and not jointly (as provided for in Section 9.2(f)), to indemnify and hold harmless the Purchaser Indemnified Parties from and against, and shall compensate and reimburse the Purchaser Indemnified Parties for, all Losses suffered, incurred or sustained by the Purchaser Indemnified Parties, or any of them, arising under or as a result of any of the following:
(i) any breach (or an allegation that would amount to a breach in the case of a third party claim) of a representation or warranty contained in Article IV by the Company, or any certificate delivered pursuant to this Agreement by or on behalf of the US Company as of the Closing;
(ii) any fraud, intentional misrepresentation or, with respect to covenants, willful breach of this Agreement, the Indian Equity Purchase Agreement or any certificate delivered by or on behalf of the Company as of the Closing pursuant hereto or thereto, to the extent committed as of or prior to the Closing, by the Company, any of its Subsidiaries or any authorized representative thereof;
(iii) any amounts owing to Purchaser pursuant to Section 2.6;
(iv) any claims or threatened claims by or purportedly on behalf of any holder or former holder of any equity of the Company or any of its Subsidiaries, or in respect of any rights to acquire equity in the Company, any claims or threatened claims alleging violations of fiduciary duty, or any claims or threatened claims by any Person claiming to have rights to any portion of the Purchase Price;
(v) any inaccuracy or omission in the Spreadsheet, including any amounts set forth therein that are paid to a Person in excess of the amounts such Person is entitled to receive pursuant to the terms of this Agreement or the Indian Equity Purchase Agreement or any amounts a Person was entitled to receive pursuant to the terms of this Agreement or the Indian Equity Purchase Agreement that were omitted from the Spreadsheet;
(vi) any Company Transaction Expenses or any Indebtedness not accounted for in the calculation of Estimated Debt or not reflected on the Closing Balance Sheet;
(vii) those matters set forth on Schedule 9.2(a)(vii) (each, a “Special Indemnity”, and collectively, the “Special Indemnities”);
(viii) any Indemnified Taxes; and/or
(ix) the Penalty Fee.
(b) Subject to the provisions of this Article IX, from and after the Closing, each US Equityholder severally agrees, s...