Indemnification by Equityholders. The Indemnifying Parties agree, severally but not jointly, to indemnify, hold harmless and defend Buyer, its Affiliates, the Company and their respective stockholders, members, owners, agents, officers, directors, partners, employees, agents, servants, consultants, representatives, successors and assigns (collectively called “Buyer Indemnified Parties”) from and against any and all claims or Damages (whether based on negligent acts or omissions, statutory liability, strict liability or otherwise) asserted against or incurred by any Buyer Indemnified Party, to the extent arising out of the following:
Indemnification by Equityholders. Subject and pursuant to Section 9.05, Equityholders shall jointly and severally defend, indemnify and hold harmless Parent and its Affiliates (including, following the Closing, the Surviving Corporation) and their respective Representatives (the “Parent Indemnitees”) against, and shall pay, compensate and reimburse the Parent Indemnitees for, any and all Losses resulting from, arising out of, based upon or incurred by any Parent Indemnitee in connection with any and all:
Indemnification by Equityholders. Subject to Section 6.1 (General Survival) and the other provisions of this Article, from and after the Closing Date, the holders of Shares, Options and RSUs immediately prior to the Closing (collectively, the “Indemnifying Holders”) shall severally (based on each such Indemnifying Holder’s Proportionate Share) and not jointly indemnify and hold harmless Purchaser, Merger Sub, the Surviving Company and their Affiliates and Representatives (collectively, the “Indemnitees”), from and against and in respect of any and all Losses resulting from, arising out of, relating or attributable to, or imposed upon or incurred by any Indemnitee by reason of:
Indemnification by Equityholders. (a) Subject to the terms, conditions and limitations set forth in this Section 8.02, from and after the Closing until the two (2) year anniversary of the Closing, the Equityholders (the “Indemnifying Parties”) shall, severally (in accordance with each such Indemnifying Party’s Percentage Share) and not jointly, indemnify, defend and hold harmless Purchaser and Purchaser’s Affiliates (including, after the Closing, the Company Group) and their respective equityholders (collectively, the “Purchaser Indemnified Parties”) against and in respect of all Losses any Purchaser Indemnified Party actually incurs, suffers, sustains or becomes subject to, resulting from the matters set forth on Schedule 8.02(a) (the “Indemnified Matters”).
Indemnification by Equityholders. Subject to the provisions of this Article 8, from and after the Closing, each Equityholder will, severally and not jointly in accordance with each such Equityholder’s Pro Rata Share of any such Loss (subject to the limitations set forth in Section 8.3 below), indemnify and defend Purchaser, Company and their respective officers, directors, employees, agents, equityholders, members, partners, successors and assigns (collectively, the “Purchaser Indemnified Parties”), against, and shall hold the Purchaser Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, such Purchaser Indemnified Party based upon, arising out of, or relating to any of the following:
Indemnification by Equityholders. (a) Subject to the terms, conditions and limitations set forth in this Article 8, in the event the Closing occurs, the Equityholders, individually and severally, and not jointly and severally, based on their respective Fully-Diluted Pro Rata Percentage, covenants and agrees to indemnify, defend and hold harmless Buyer and each of its respective Affiliates, and their respective successors and assigns (the “Buyer Indemnitees”) from and against any Adverse Consequences that any Buyer Indemnitee suffers or incurs (including any Adverse Consequences they suffer or incur after the end of any applicable survival period set forth in Section 8.3, provided that an indemnification claim with respect to such Adverse Consequence is made pursuant to this Article 8 prior to the end of any such applicable survival period) resulting from, arising out of, or caused by (i) any breach or inaccuracy of any representation or warranty made in Article 3, (ii) any breach or inaccuracy of any representation or warranty contained in any certificate delivered by the Company in connection with this Agreement, (iii) any breach of any covenant or agreement of the Company in this Agreement, (iv) any claim by any Equityholder or former Equityholder of the Company, or any other Person, not set forth on the Allocation Schedule, seeking to assert or based upon (A) ownership or rights to ownership of any Company Securities, (B) any rights of any Equityholder in his, her or its capacity as such (other than the right to receive such Equityholder’s portion of the Aggregate Merger Consideration pursuant to this Agreement or to otherwise enforce such Equityholder’s rights and remedies hereunder), including any option, preemptive rights or rights to notice or to vote, or (C) any rights under the certificate of incorporation or bylaws of the Company, in effect as of immediately prior to the Closing, whether or not facts relating to any of the foregoing have been disclosed in the Disclosure Schedule, (v) any claim by any Equityholder or former equityholder of the Company, or any other Person, not set forth on the Allocation Schedule (A) that his, her or its Company Securities were wrongfully repurchased by the Company or issued or sold to such Person in violation of any securities Laws, whether or not facts relating to the foregoing have been disclosed in the Disclosure Schedule, or (B) of a breach of fiduciary duty or otherwise by the directors and officers of the Company in connection with the appr...
Indemnification by Equityholders. 9.2.1 From and after the Closing, subject to the terms and conditions of this Article IX, the Equityholders shall severally and not jointly, in accordance with each Equityholder’s Individual Equity Cap, indemnify, defend, and hold harmless the Purchaser and its equity owners, directors, managers, members, partners, officers, employees, and Affiliates (including, after the Closing, the Surviving Entity and its Subsidiaries) (collectively, all of the foregoing the “Purchaser Indemnified Parties”) against any and all Damages resulting or arising from:
Indemnification by Equityholders. Subject to the other terms and conditions of this ARTICLE IX, each Equityholder shall severally but not jointly indemnify and defend each of Parent and its Affiliates (including, Sub, the Company and its Subsidiaries) and their respective Representatives (collectively, the “Parent Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Parent Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by Equityholders. Each Equityholder will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) the Company, each director of the Company, each officer of the Company who shall sign the Registration Statement, and any Person who controls the Company within the meaning of the Securities Act, (i) with respect to any statement or omission from such Registration Statement, or any amendment or supplement to it, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through a written instrument duly executed by such Equityholder specifically regarding such Equityholder for use in the preparation of such Registration Statement or amendment or supplement, and (ii) with respect to compliance by Equityholders with applicable laws in effecting the sale or other disposition of the securities covered by such Registration Statement. In no event shall the liability of any selling Equityholder hereunder be greater in amount than the dollar amount of the proceeds received by such Equityholder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Indemnification by Equityholders. (a) Subject to the provisions of this Section 6, from and after the Effective Time, each Equityholder, in proportion to such Equityholder’s Indemnification Percentage, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:
