Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. From and after the Effective Time (but subject to Section 9.1(a)), Parent shall hold harmless and indemnify each of the Company Stockholders from and against, and shall compensate and reimburse each of the Company Stockholders for, any Damages which are suffered or incurred by any of the Company Stockholders or to which any of the Company Stockholders may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of: (a) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement as of the date of this Agreement (in each case, after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)); (b) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement as if such representation or warranty was made on and as of the Closing, except for representations which address matters as of particular date, in which case, as of such particular date (in each case, after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)); (c) any inaccuracies in the Parent Closing Certificate; (d) any breach of any covenant or obligation of Parent or Merger Sub in this Agreement; and (e) any matter referenced in Section 3.7 or regarding the Foxconn receivable referenced in Section 3.9(s) of the Parent Disclosure Schedule.

Indemnification by Parent. From and after the Effective Time (but subject to Section 9.1(a)), Parent shall indemnify and hold harmless and indemnify each of the Company Stockholders Members, their Affiliates, and their respective heirs, personal representatives, trustees, successors and assigns (each hereinafter referred to individually as a “Company Indemnified Party” and collectively, the “Company Indemnified Parties”) from and against, and shall compensate and reimburse each of the Company Stockholders them for, any and all Damages which are suffered or incurred by any a Company Indemnified Party, directly or indirectly, and whether arising out of a Third Party Claim or a direct claim (so long as a Company Indemnified Party has in good faith made a claim for indemnification in accordance with Section 10.5, and, prior to the expiration of the Company Stockholders applicable survival period under Section 10.1) arising out of or to which any of the Company Stockholders may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result ofresulting from: (a) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in Article 4 of this Agreement as of the date Agreement Date or as of this Agreement (in each case, after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in the Closing Date as though such representation or warranty taking into account were made as of the Closing Date rather than the Agreement Date, except in the case of any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)); (b) individual representation and warranty which by its terms speaks only as of a specific date or dates, in which case as though made as of such specific date or dates, and any inaccuracy in or breach of any representation or warranty certification made by Parent pursuant to Section 8.3(a) as of the date such certificate shall be delivered to the Company; (b) any breach of, or failure to perform, any agreement or covenant of Parent or Merger Sub in this Agreement as if such representation or warranty was made on and as of the Closing, except for representations which address matters as of particular date, in which case, as of such particular date (in each case, after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d))this Agreement; (c) any inaccuracies in Third Party Claim alleging the Parent Closing Certificate; occurrence of facts or circumstances or raising claims that, if assumed to be true, would otherwise entitle a Company Indemnified Party to indemnification, compensation or reimbursement under any of clauses (da) any breach of any covenant or obligation of Parent or Merger Sub in this Agreement; and through (e) any matter referenced in Section 3.7 or regarding the Foxconn receivable referenced in Section 3.9(sb) of this Section 10.3, including the Parent Disclosure Schedulecosts and expenses incurred or paid by any Company Indemnified Party in connection with the defense (including reasonable attorneys’ fees, other professionals’ and experts’ fees, costs of investigation and court or arbitration costs) and settlement or other resolution, regardless of the resolution of such Third Party Claim, but subject to Section 10.7.

Indemnification by Parent. From and after the Effective Time (but subject to Section 9.1(a)), Parent shall hold harmless indemnify and indemnify reimburse each of the Company Stockholders Indemnitees from and against, and shall compensate and reimburse each of the Company Stockholders Indemnitees for, any Damages which are suffered or incurred by any of the Company Stockholders Indemnitees or to which any of the Company Stockholders Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claimThird Party Claim) and which that arise from or are as a result of: (a) any inaccuracy in or breach of any representation or warranty made by Parent Parent, Merger Sub I or Merger Sub II in this Agreement as of the date of this Agreement or as of the Closing, except to the extent such representation or warranty is expressly made solely as of an earlier date, in which case the accuracy thereof shall be measured as of such date (other than the Parent Specified Representations) (in each case, after without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)Schedule); (b) any inaccuracy in or breach of any representation or warranty Parent Specified Representations made by Parent Parent, Merger Sub I or Merger Sub II in this Agreement as if such representation of the date of this Agreement or warranty was made on and as of the Closing, except for representations which address matters to the extent such representation or warranty is expressly made solely as of particular an earlier date, in which case, case the accuracy thereof shall be measured as of such particular date (in each case, after without giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(dSchedule));; or (c) any inaccuracies in the Parent Closing Certificate; (d) any breach of any covenant or obligation of Parent Parent, Merger Sub I or Merger Sub II in this Agreement or any Parent Ancillary Agreement; and (e) any matter referenced in Section 3.7 or regarding the Foxconn receivable referenced in Section 3.9(s) of the Parent Disclosure Schedule.

Indemnification by Parent. (a) From and after the Effective Time (but subject to Section 9.1(a))Closing, the Surviving LLC shall be indemnified and held harmless by Parent shall hold harmless for and indemnify each against all losses, damages, claims, costs and expenses, interest, diminution in value from the enterprise value of the Company Stockholders from Surviving LLC and againstits Subsidiaries, taken as a whole, awards, judgments and shall compensate penalties (including reasonable attorneys’ fees and reimburse each expenses, but excluding any allocation of the Company Stockholders forcorporate overhead, any Damages which are internal legal department costs and other internal costs and expenses) suffered or incurred by any it (hereinafter, “Losses”), arising out of or resulting from: (i) the Company Stockholders or to which any of the Company Stockholders may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of: (a) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub contained in this Agreement as (other than the representations and warranties contained in Section 3.03(a)) or in the certificate delivered pursuant to Section 2.11(e); (ii) the breach of any (A) pre-Closing covenant or agreement by Parent, Holdco 1, Holdco 2, Master LLC, EBS LLC or Medifax contained in this Agreement or (B) post-Closing covenant or agreement by Parent, Holdco 1 or Holdco 2 contained in this Agreement; (iii) any Excluded Liability; or (iv) the date Retained Claims. For purposes of determining whether there has been a breach and the amount of any Losses that are the subject matter of a claim for indemnification under this Article IX, except with respect to the representations and warranties in Sections 3.07 and 3.09(n), each representation or warranty contained in this Agreement (in each case, after and the certificate delivered pursuant to Section 2.11(e)) shall be read without regard and without giving effect to any “materiality or Material Adverse Effect” Effect standard or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)); (b) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement as if such standard or qualification were deleted from such representation or warranty was made on and as of the Closingwarranty), except for representations which address matters as of particular date, in which case, as of such particular date (in each case, after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly that specific dollar thresholds in such representation standard or warranty, taking into account any update qualification shall be regarded and given effect with respect to the Parent Disclosure Schedule pursuant information required to Section 4.3(d)); (c) any inaccuracies be listed in the Parent Closing Certificate; (d) any breach of any covenant or obligation of Parent or Merger Sub in this Agreement; and (e) any matter referenced in Section 3.7 or regarding the Foxconn receivable referenced in Section 3.9(s) of the Parent Disclosure Schedule.

Indemnification by Parent. From and after the Effective Time Closing (but subject to Section 9.1(a), 9.3 and 9.4), Parent shall hold harmless and indemnify each of the Company Stockholders Stockholder Indemnitees from and against, and shall compensate and reimburse each of the Company Stockholders Stockholder Indemnitees for, any Damages which that are suffered or incurred by any of the Company Stockholders Stockholder Indemnitees or to which any of the Company Stockholders Stockholder Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which that arise from or as a result of: , or are directly or indirectly connected with: (ai) any inaccuracy in or breach of any representation or warranty made by Parent or and Merger Sub in this Agreement as of the date Section 3 of this Agreement (in each case, after without giving effect to any “"Material Adverse Effect” " or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty taking into account warranty, and without giving effect to any update to the Parent Disclosure Schedule pursuant delivered by Parent to Section 4.3(dthe Company prior to the Closing)); ; (bii) any inaccuracy in or breach of any representation or warranty made by Parent or and Merger Sub in this Agreement Section 3 as if such representation or and warranty was had been made on and as of the Closing, Closing Date (except for such representations which and warranties that address matters only as of a particular datetime, in which case, need only be accurate as of such particular date time) (in each caseafter having given effect to any updates to the Parent Disclosure Schedule delivered to the Company prior to the Closing pursuant to Section 4.4(b), after but without giving effect to any “"Material Adverse Effect” " or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)); ; (c) any inaccuracies in the Parent Closing Certificate; (diii) any breach of any covenant or obligation of Parent or Merger Sub in this AgreementAgreement to be performed prior to the Closing (including, without limitation, the covenants set forth in Sections 4 and 5); and or (eiv) any matter referenced in Section 3.7 Legal Proceeding relating to any inaccuracy or regarding the Foxconn receivable referenced in Section 3.9(s) breach of the Parent Disclosure Schedule.type referred to in clause "(i)," "(ii)" or "

Indemnification by Parent. From and after the Effective Time (but subject to Section 9.1(a))Closing, Parent shall indemnify and hold harmless and indemnify each of harmless, without duplication, the Company Stockholders from (collectively, the “Company Indemnified Parties”) from, against and againstin respect of, and shall compensate and reimburse each of will pay to the Company Stockholders forIndemnified Parties through the Designated Monitor the amount of, any Damages which are Losses incurred or suffered by the Company Indemnified Party, whether in respect of Third Party Claims, or incurred by claims between the parties hereto arising out of or relating to any of the Company Stockholders or to which any of the Company Stockholders may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result offollowing: (a) any inaccuracy in the breach or breach failure to be true and correct of any representation or warranty made by of Parent or Merger Sub set forth in this Agreement Agreement, as of the date hereof and as of this Agreement the Closing Date (except to the extent expressly made as of an earlier date, in each casewhich case the failure of such representations and warranties to be so true and correct shall be measured as of such earlier date); provided, after giving effect to however, that in the case of any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty taking into account that is limited by materiality, Parent Material Adverse Effect or any update to similar term or limitation, except for the Parent Disclosure Schedule pursuant to Section 4.3(d));Fundamental Representations, the occurrence of a breach of such representation or warranty and the amount of Losses shall be determined as if such materiality, Parent Material Adverse Effect or any similar term or limitation were not included therein; and (b) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement as if such representation or warranty was made on and as of the Closing, except for representations which address matters as of particular date, in which case, as of such particular date (in each case, after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)); (c) any inaccuracies in the Parent Closing Certificate; (d) any breach of any covenant or obligation agreement of Parent or Merger Sub contained in this Agreement; and (e) it being understood that the Company Stockholders can only execute any matter referenced in claim pursuant to this Section 3.7 or regarding 12.3 against Parent through the Foxconn receivable referenced in Section 3.9(s) Designated Monitor but Losses subject to a claim by the Designated Monitor shall be determined on the basis of Losses suffered by the Parent Disclosure ScheduleCompany Stockholders.

Indemnification by Parent. From and after Subject to the Effective Time (but subject to Section 9.1(a))limitations set forth in this ARTICLE VII, Parent shall (also an “Indemnifying Party”) agrees to indemnify and hold harmless the Target Holders and indemnify each their respective successors and assigns (the “Target Indemnified Person” and, collectively the “Target Indemnified Persons”) against and in respect of the Company Stockholders from any and againstall Damages based upon, and shall compensate and reimburse each of the Company Stockholders forarising out of, any Damages or otherwise in respect of, or which are suffered or may be incurred by any virtue of or result from: (i) the Company Stockholders or to which any of the Company Stockholders may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of: (a) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement as of the date of this Agreement (including all schedules and exhibits hereto) or in each case, after giving effect to any “Material Adverse Effect” certificate delivered by Parent or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)); Merger Sub hereunder; (bii) any inaccuracy in non-fulfillment or breach of any representation covenant or warranty agreement made by Parent or Merger Sub in this Agreement as if such representation or warranty was made on (including all schedules and as of the Closing, except for representations which address matters as of particular date, in which case, as of such particular date exhibits hereto); (in each case, after giving effect to any “Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)); (ciii) any inaccuracies in the Parent Closing Certificate; (d) any breach of any covenant or obligation of claim with respect to Taxes imposed on Target, Parent or Merger Sub in this Agreement; and for periods starting the day after the Closing Date (e) or for the portion of any matter referenced period following the Closing Date to the extent a period does not close on such date), except to the extent such Taxes are attributable to a breach of the representation set forth in Section 3.7 2.17; or regarding (d) enforcing the Foxconn receivable referenced in Section 3.9(s) indemnification provided for hereunder. In connection with any exercise by any Target Indemnified Person of its rights hereunder, it shall make any claim for indemnification only through, and Parent shall be entitled to deal exclusively with, the Stockholder Representative, and any claim for indemnification made directly by a Target Indemnified Person to Parent Disclosure Scheduleshall be deemed to be invalid for all purposes of this ARTICLE VII.

Indemnification by Parent. From and after the Effective Time (but subject to Section 9.1(a8.1(a), this Section 8.3, Section 8.4 and Section 9.11), Parent shall hold harmless and indemnify each of the Company Stockholders Stockholder Indemnitees from and against, and shall compensate and reimburse each of the Company Stockholders Stockholder Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Company Stockholders Stockholder Indemnitees or to which any of the Company Stockholders Stockholder Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) ), and which arise from or as a result of: , or are directly or indirectly connected with: (ai) any inaccuracy in or breach of any representation or warranty made set forth in Section 3 or in any certificate delivered at Closing by an officer of Parent or Merger Sub in this Agreement as of the date of this Agreement (in each case, after without giving effect to any “"Material Adverse Effect” or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(d)); (b) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement as if such representation or warranty was made on and as of the Closing, except for representations which address matters as of particular date, in which case, as of such particular date (in each case, after giving effect to any “Material Adverse Effect” " or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, taking into account any update but giving effect to the Parent Disclosure Schedule pursuant and any update thereto delivered by Parent to Section 4.3(dthe Company prior to the Closing)); ; (c) any inaccuracies in the Parent Closing Certificate; (dii) any breach of any covenant or obligation of Parent or Merger Sub (including the covenants set forth in this AgreementSection 4); and (eiii) any matter referenced activities of any Parent Company of the type described in Section 3.7 3.26 engaged in by such Parent Company prior to the Closing Date; or regarding the Foxconn receivable referenced in Section 3.9(s(iv) any Legal Proceeding relating to any inaccuracy or breach of the Parent Disclosure Schedule.type referred to in clause "(i)," "(ii)" or "

Indemnification by Parent. From and after the Effective Time (but subject to Section 9.1(a)8.1(a) and Section 8.4), Parent shall hold harmless and indemnify each of the Company Stockholders Indemnitees from and against, and shall compensate and reimburse each of the Company Stockholders Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Company Stockholders Indemnitees or to which any of the Company Stockholders Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-third party claim) and which arise from or as a result of: , or are directly or indirectly connected with: (ai) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement as of the date of this Agreement (in each case, after without giving effect to any “"Material Adverse Effect” " or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty taking into account any update to the Parent Disclosure Schedule pursuant to Section 4.3(dwarranty)); ; (bii) any inaccuracy in or breach of any representation or warranty made by Parent or Merger Sub in this Agreement as if such representation or warranty was made on and as of the Closing, except for representations which address matters as of particular date, in which case, as of such particular date (in each case, after without giving effect to any “"Material Adverse Effect” " or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, taking into account and without giving effect to any update to the Parent Disclosure Schedule pursuant delivered by Parent to Section 4.3(d)); the Company prior to the Closing) as if such representation or warranty were made on and as of the Closing Date; (c) any inaccuracies in the Parent Closing Certificate; (diii) any breach of any covenant or obligation of Parent or Merger Sub (including the covenants of Parent or Merger Sub set forth in this AgreementSection 4); and or (eiv) any matter referenced in Section 3.7 Legal Proceeding relating to any inaccuracy or regarding the Foxconn receivable referenced in Section 3.9(s) breach of the Parent Disclosure Schedule.type referred to in clause "(i)," "(ii)" or "