Common use of General Indemnification Obligation Clause in Contracts

General Indemnification Obligation. The Company hereby agrees to indemnify Purchaser and each of its officers, directors, employees, consultants, agents, attorneys, accountants and affiliates and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons (each a "Purchaser Indemnified Party") against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees and expenses incurred by such Purchaser Indemnified Party in investigating or litigating any such proceeding) regardless of whether any of the foregoing results from a third-party claim or otherwise (all of the foregoing, including associated costs and expenses being referred to herein as a "Proceeding"), that it may incur in connection with any of the transactions contemplated hereby arising out of or based upon: (i) any untrue or alleged untrue statement of a material fact in a SEC Filing by the Company or any of its affiliates or any Person acting on its or their behalf or omission or alleged omission to state therein any material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading by the Company or any of its affiliates or any Person acting on its or their behalf; (ii) any of the representations or warranties made by the Company herein being untrue or incorrect at the time such representation or warranty was made; (iii) any breach or non-performance by the Company of any of its covenants, agreements or obligations under this Agreement or the Warrants; and (iv) any failure to deliver the Common Shares to Purchaser required to be delivered pursuant to this Agreement or upon exercise of the Warrants, in accordance with the terms and conditions of this Agreement and the Warrants, as the case may be, or failure to deliver the Warrants, in accordance with the terms and conditions of this Agreement, for any reason other than the failure of any condition precedent to the Company's obligations hereunder or thereunder, which condition has not been waived by the Company, or the failure by Purchaser to comply with its obligations hereunder or thereunder, which failure has not been waived by the Company.

General Indemnification Obligation. The Company hereby agrees (a) From and after the Closing and subject to the applicable limitations contained in this Article 9, Seller shall indemnify and hold harmless Purchaser and each its respective officers, directors, employees, agents, shareholders and Affiliates (collectively, the “Purchaser Indemnitees”) from and against any and all Losses incurred by any of such Persons based upon, arising out of or otherwise in respect of (i) any inaccuracies in or any breach of any representation or warranty contained in Article 6 of this Agreement, (ii) any breach of any covenant or agreement of Seller contained in this Agreement, (iii) any Retained Liability, (iv) any breach or inaccuracy in the Collected Invoice Amount Certificate, (v) the use by any Unsupported Customer of an operating system for which a Platform Upgrade has not been properly completed as of the Closing, or (vi) (A) any act or omission of Seller which results in a breach of data security or loss of data of a customer of the Business whose data is stored at the Data Center, or (B) any claim by any such customer alleging the failure to comply with a performance standard, where such failure to comply is caused by failure in, or malfunction of, the operations of the Data Center; provided such failure or malfunction did not arise as a result of any action or any inaction of an employee of Purchaser. (b) From and after the Closing and subject to the applicable limitations contained in this Article 9, Purchaser shall indemnify and hold harmless Seller and its officers, directors, employees, consultants, agents, attorneys, accountants shareholders and affiliates Affiliates from and each Person that controls (within the meaning of Section 20 of the Exchange Act) against any and all Losses incurred by any of the foregoing such Persons (each a "Purchaser Indemnified Party") against any claimbased upon, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees and expenses incurred by such Purchaser Indemnified Party in investigating or litigating any such proceeding) regardless of whether any of the foregoing results from a third-party claim or otherwise (all of the foregoing, including associated costs and expenses being referred to herein as a "Proceeding"), that it may incur in connection with any of the transactions contemplated hereby arising out of or based upon: otherwise in respect of (i) any untrue or alleged untrue statement of a material fact inaccuracies in a SEC Filing by the Company or any breach of its affiliates any representation or any Person acting on its or their behalf or omission or alleged omission to state therein any material fact necessary warranty contained in order to make the statementsArticle 7 of this Agreement, in the light of the circumstances under which they were made, not misleading by the Company or any of its affiliates or any Person acting on its or their behalf; (ii) any breach of the representations any covenant or warranties made by the Company herein being untrue agreement of Purchaser contained in this Agreement, or incorrect at the time such representation or warranty was made; (iii) any breach or non-performance by the Company of any of its covenants, agreements or obligations under this Agreement or the Warrants; and (iv) any failure to deliver the Common Shares to Purchaser required to be delivered pursuant to this Agreement or upon exercise of the Warrants, in accordance with the terms and conditions of this Agreement and the Warrants, as the case may be, or failure to deliver the Warrants, in accordance with the terms and conditions of this Agreement, for any reason other than the failure of any condition precedent to the Company's obligations hereunder or thereunder, which condition has not been waived by the Company, or the failure by Purchaser to comply with its obligations hereunder or thereunder, which failure has not been waived by the CompanyAssumed Liability.

General Indemnification Obligation. The Company hereby agrees (i) Each Seller shall severally, and not jointly, in proportion to the share of the monetary value of the Aggregate Purchase Price and share of “Shareable Profits” under the Profit Sharing Agreement such Seller is entitled to receive as compared to all Sellers, indemnify Purchaser and each of hold harmless the Buyer and its officers, directorsmanagers, employees, consultantsmembers and Affiliates, agentsand the Company to the extent it is owned by the Buyer after Closing (each, attorneys, accountants a “Buyer Indemnitee”) from and affiliates and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons (each a "Purchaser Indemnified Party") against any claim, demand, action, liability, damages, loss, cost and all Losses suffered or expense (including, without limitation, reasonable legal fees and expenses incurred by such Purchaser Indemnified Party in investigating or litigating any such proceedingthe Buyer Indemnitee(s) regardless of whether any of the foregoing results from a third-party claim or otherwise (all of the foregoingbased upon, including associated costs and expenses being referred to herein as a "Proceeding"), that it may incur in connection with any of the transactions contemplated hereby arising out of or resulting from (A) any inaccuracies in or any breach of, or any Liability Claim that is based upon: , arises out of or resulting from, an inaccuracy in or any breach of, any representation or warranty of any of the Sellers contained in Article 4 or Article 5 of this Agreement (iincluding the Schedules and Exhibits to the Schedules attached thereto) (determined without regard to any qualification with respect to materiality, Material Adverse Effect or other similar qualification for purposes of determining the amount of Losses related to such inaccuracy or breach, but not for purposes of determining whether such an inaccuracy or breach exists), (B) any untrue breach of the covenants or alleged untrue statement agreements of the Sellers Representative contained in this Agreement (including the Schedules and Exhibits attached hereto), (in each case, through no fault or mistake of the Buyer, (C) (1) all Taxes (or the nonpayment thereof) of, or with respect to, the Company for any Pre-Closing Tax Period and any Pre-Closing Straddle Period; (2) all Taxes of any member of an affiliated, combined or unitary group of which the Company is or was a material fact in member on or prior to the final Payment Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law; and (3) any and all Taxes of any Person (other than the Company) imposed on the Company as a SEC Filing transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date, and (D) all Losses incurred by the Company or any of its affiliates or any Person acting on its or their behalf or omission or alleged omission to state therein any material fact necessary in order to make arising from the statementsParks Claim, in the light of Member Notes and/or the circumstances under which they were made, not misleading conversion by the Company or any of its affiliates or any Person acting from a corporation to a limited liability company on its or their behalf;September 13, 2023. (ii) Each Seller shall be severally responsible for and indemnify and hold harmless the Buyer Indemnitees from and against any and all Losses based upon, arising out of the representations or warranties made by the Company herein being untrue resulting from: (A) any inaccuracies in or incorrect at the time such breach of any representation or warranty was made;of, or any Liability Claim that is based upon, arises out of or resulting from an inaccuracy in or any breach of, such Seller (and not of any other Seller) contained in Article 4 of this Agreement (including the Schedules and Exhibits attached thereto) (determined without regard to any qualification with respect to materiality, Material Adverse Effect or other similar qualification for purposes of determining the amount of Losses related to such inaccuracy or breach, but not for purposes of determining whether such an inaccuracy or breach exists), or (B) any breach of the covenants or agreements of such Seller (and not of any other Seller) contained in this Agreement (including the Schedules and Exhibits attached hereto). (iii) Subject to the terms, conditions and limitations of this Article 8, following the Closing, the Buyer shall indemnify the Sellers and each of their respective Affiliates (other than the Company), and officers, managers, employees, and members (collectively, the “Seller Indemnitees”), against, and hold them harmless from, any Loss suffered or incurred by a Seller Indemnitee based upon, arising out of, resulting from (A) any breach of, or non-performance by the Company of inaccuracy in, any of its covenants, agreements representation or obligations under this Agreement or the Warrants; and (iv) any failure to deliver the Common Shares to Purchaser required to be delivered pursuant to this Agreement or upon exercise warranty of the Warrants, Buyer contained in accordance with the terms and conditions of this Agreement and the Warrants, as the case may be, or failure to deliver the Warrants, in accordance with the terms and conditions Article 6 of this Agreement, for any reason other than ; or (B) the failure breach of any condition precedent to agreement or covenant of the Company's obligations hereunder or thereunder, which condition has not been waived by the Company, or the failure by Purchaser to comply with its obligations hereunder or thereunder, which failure has not been waived by the CompanyBuyer contained in this Agreement.

General Indemnification Obligation. The Company hereby agrees to indemnify Purchaser the Purchasers and each of its their respective officers, directors, directors and employees, consultants, agents, attorneys, accountants and affiliates and each Person that controls (within the meaning of Section 20 of the Exchange Act) any of the foregoing Persons (each a "“Purchaser Indemnified Party"”) against any claim, demand, action, liability, damages, loss, cost or expense (including, without limitation, reasonable legal fees and expenses incurred by such Purchaser Indemnified Party in investigating or litigating defending any such proceeding) regardless of whether any of the foregoing results from a third-party claim or otherwise (all of the foregoing, including associated costs and expenses being referred to herein as a "“Proceeding"”), that it may incur actually incurs in connection with any of the transactions contemplated hereby arising out of or based upon: (i) any untrue or alleged untrue statement of a material fact in a an SEC Filing Document by the Company or any of its affiliates Affiliates or any Person acting on its or their behalf or omission or alleged omission to state therein any material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading by the Company or any of its affiliates Affiliates or any Person acting on its or their behalf; (ii) any of the representations or warranties made by the Company herein in Article II of this Agreement being untrue or incorrect at the time such representation or warranty was made; (iii) any breach or non-performance by the Company of any of its covenants, agreements or obligations under this Agreement or the WarrantsRelated Agreements; and (iv) any failure to deliver the Common Conversion Shares to Purchaser the Purchasers required to be delivered pursuant to this Agreement or upon exercise of the Warrants, in accordance with the terms and conditions of this Agreement and the Warrants, as the case may be, or failure to deliver the WarrantsAgreement, in accordance with the terms and conditions of this Agreement, the Related Agreements or the Certificate of Designations, in accordance with the terms and conditions of the Certificate of Designations, for any reason other than the failure of any condition precedent to the Company's ’s obligations hereunder or thereunder, which condition has not been expressly waived in a writing by the CompanyCompany provided to the Purchasers, or the failure by Purchaser the Purchasers to comply with its their obligations hereunder or thereunder, which failure has not been expressly waived in a writing by the CompanyCompany provided to the Purchasers; provided, however, that the foregoing indemnity shall not apply to any Proceeding to the extent that it arises out of, or is based upon, the gross negligence or willful misconduct of the Purchasers in connection therewith. Notwithstanding any other provision of this Agreement, no claim for indemnification may be made by any Purchaser Indemnified Party (1) after the one-year anniversary of the date of this Agreement, unless a bona fide notice of claim in writing shall have been delivered to the Company before such date, in which case the Purchaser Indemnified Party shall be entitled to pursue such noticed claim until the final, non-appealable determination or settlement of the claim; (2) with respect to or arising out of any representation or warranty known by any Purchaser Indemnified Party or any of its Representatives prior to the date of this Agreement to be untrue or incorrect, or (3) with respect to any claim, demand, action, liability, damages, loss, cost or expense relating to or arising out of consequential damages, exemplary or punitive damages (unless exemplary or punitive damages are incurred by a Purchaser Indemnified Party as a result of a third-party claim and such damages are the set forth a final, non-appealable order or judgment of a court). For the avoidance of doubt, the limitations on indemnification set forth herein will not be deemed to be in any way a limitation of any rights or remedies a Purchaser Indemnified Party may have under applicable laws, including the federal securities laws.