Common use of Indemnification by Shareholders Clause in Contracts

Indemnification by Shareholders. (a) Subject to the other terms and conditions of this Article VIII (Indemnification), the Shareholders shall severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer 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 Buyer Indemnitees based upon, arising out of, with respect to or by reason of (i) any inaccuracy or breach of any of the representations or warranties in Section 3.01 (Authority of Shareholders) or in any certificate or instrument delivered by or on behalf of such Shareholder pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date) or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Shareholder pursuant to this Agreement. (b) Subject to the other terms and conditions of this Article VIII (Indemnification), the Insider Shareholders shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer 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 Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of the Shareholders or the Company contained in this Agreement (other than Section 3.01 (Authority of Shareholders)) or in any certificate or instrument delivered by or on behalf of any Insider Shareholder or the Company pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Shareholders or the Company (other than as provided in subsection (a)(ii) above) pursuant to this Agreement; or (iii) any Tax Losses.

Indemnification by Shareholders. (a) Subject to the other terms and conditions of this Article VIII (Indemnification)Section 6.4 below, ------------------------------- the Shareholders shall jointly and severally indemnify indemnify, save and defend each of Buyer hold harmless Xxxxxx and its Affiliates directors, officers, employees, affiliates, agents and assigns (including the Company) and their respective Representatives (collectivelyeach an "Indemnified Party"), the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred liabilities, ----------------- obligations, judgments, penalties, fines, costs or sustained byexpenses (including attorneys fees and consultants fees), of any kind or nature (whether or not arising out of third-party claims), or imposed uponthe duty to indemnify, the Buyer Indemnitees based upondefend or reimburse any individual or entity incurred by an Indemnified Party in connection with, arising out of, with respect to resulting from or by reason of incident to: (ia) any inaccuracy or breach of any of representation or warranty made by the representations Company or warranties the Shareholders in Section 3.01 (Authority of Shareholders) this Agreement or in any certificate certificate, instrument or instrument agreement delivered by or on behalf any of such Shareholder parties pursuant to this Agreement, as of the date such representation hereto or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date) or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Shareholder pursuant to this Agreement.thereto; (b) Subject any breach of any covenant or agreement made by the Company or the Shareholders in this Agreement or in any certificate, instrument or agreement delivered by any of such parties pursuant hereto or thereto; (c) any third party claims or demands arising in connection with any product or service sold, or otherwise arising in connection with the conduct of the Company's business, prior to the other terms Closing that are asserted after the Closing except in cases where such demands or claims are accrued for in the Financial Statements or are otherwise disclosed in the Company Disclosure Schedule; (d) any Losses arising from or related to any Dissenting Shares solely in the event and conditions to the extent that Xxxxxx is required to pay any Shareholder an amount in excess of this Article VIII (Indemnification), the Insider Shareholders shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer 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 Buyer Indemnitees based upon, arising out of, amounts described in Section 1.7 with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of the Shareholders or the Company contained in this Agreement (other than Section 3.01 (Authority of Shareholders)) or in any certificate or instrument delivered by or on behalf of any Insider Shareholder or the Company pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)Dissenting Shares; (iie) any breach Losses for or non-fulfillment in respect of any covenant, agreement or obligation to be performed by Third Party Expenses in excess of the Shareholders or the Company (other than as provided amount set forth in subsection (a)(ii) above) pursuant to this AgreementSection 4.3 hereof; or (f) any Loss (whether or nor arising out of third-party claims) with respect to: (i) the presence on or before the Closing Date of any Hazardous Materials (as defined in Section 2.17(a)) in the soil, groundwater, surface water, air or building materials of a Business Facility ("Pre-Existing ------------ Contamination"); (ii) the migration at any time prior to or after the Closing ------------- Date of Pre-Existing Contamination to any other real property, or the soil, groundwater, surface water, air or building materials thereof; (iii) any Tax Lossestransportation, transfer, recycling, storage, use, handling, treatment, manufacture, removal, investigation, remediation, release, emission, sale, disposal or distribution of any Hazardous Materials, or any product or waste containing Hazardous Materials conducted on a Business Facility prior to the Closing Date or otherwise occurring prior to the Closing Date in connection with or to benefit the Company ("Pre-Closing Hazardous Materials Activities"); ------------------------------------------ (iv) the exposure of any person to Pre-Existing Contamination or to Hazardous Materials in the course of or as a consequence of any Pre-Closing Hazardous Materials Activities, without regard to whether any health effect of the exposure has been manifested as of the Closing Date; (v) the violation of any Environmental Laws by the Company or its agents, employees, predecessors in interest, contractors, invitees or licensees prior to the Closing Date or in connection with any Pre-Closing Hazardous Materials Activities prior to the Closing Date; (vi) any actions or proceedings brought or threatened by any third party with respect to any of the foregoing; and (vii) any of the foregoing to the extent they continue after the Closing Date.

Indemnification by Shareholders. Each of the Shareholders, jointly and severally, covenants and agrees to indemnify, defend, protect and hold harmless ACS and its officers, directors, employees, stockholders, assigns, successors and affiliates (the "ACS Indemnified Parties") from, against and in respect of: (a) Subject to the other terms and conditions all liabilities, losses, claims, damages, punitive damages, causes of this Article VIII actions, lawsuits, administrative proceedings (Indemnificationincluding informal proceedings), the Shareholders shall severally indemnify and defend each of Buyer and its Affiliates investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the Companydate of such damages) and their respective Representatives costs and expenses (including without limitation reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, the “Buyer Indemnitees”"Damages") againstsuffered, and shall hold each of them harmless from and againstsustained, and shall pay and reimburse each of them for, any and all Losses incurred or sustained bypaid by the ACS Indemnified Parties in connection with, resulting from or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to directly or by reason of indirectly: (i) any inaccuracy or breach of any representation or warranty of the representations Shareholders set forth in this Agreement or warranties in Section 3.01 (Authority of Shareholders) or in any certificate certificate, document or instrument delivered by or on behalf of such Shareholder pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date) or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Shareholder pursuant to this Agreement. (b) Subject to the other terms and conditions of this Article VIII (Indemnification), the Insider Shareholders shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer 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 Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of the Shareholders or the Company contained ISC in this Agreement (other than Section 3.01 (Authority of Shareholders)) or in any certificate or instrument delivered by or on behalf of any Insider Shareholder or the Company pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)connection herewith; (ii) any breach or non-fulfillment nonfulfillment of any covenant, covenant or agreement or obligation to be performed by on the part of the Shareholders pursuant to the specific terms of this Agreement; (iii) the business, operations or assets of ISC prior to the Closing Date, except as otherwise disclosed in ISC's Financial Statements or the Company (other than as provided in subsection (a)(ii) above) pursuant schedules to this Agreement; (iv) the actions or omissions of ISC's directors, officers, stockholders, employees or agents prior to the Closing Date; or (iiiv) any Tax Lossesfailure of ISC to comply with the continuation health care coverage requirements of section 4980B of the Code and Sections 601 through 608 of ERISA with respect to a "qualifying event," as defined thereunder, which occurred on or before the Closing Date; and (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 9.2. (c) Notwithstanding the foregoing, (i) no indemnification by the Shareholders pursuant to this Section 9 shall be required to be made with respect to the first $100,000 of Damages of the ACS Indemnified Parties and (ii) the Shareholders aggregate liability with respect to their obligations to indemnify the ACS Indemnified Parties pursuant to this Section 9 shall not exceed $3,000,000.

Indemnification by Shareholders. (a) Subject to the other terms and conditions of ------------------------------- this Article VIII (Indemnification)9, each Shareholder hereby covenants and agrees to indemnify, defend, save and hold harmless Merger Sub, InterCept and the Shareholders shall severally indemnify and defend each of Buyer and its Affiliates (including the Company) Surviving Corporation and their respective Representatives officers, directors, employees, agents, affiliates or any of their respective successors, predecessors, assigns or personal representatives (collectively, the “Buyer Indemnitees”) against"InterCept Indemnified Parties"), and shall hold each of them harmless from and againstagainst any demands, claims, actions, losses, damages, deficiencies, liabilities, costs and shall pay expenses (including, without limitation, reasonable attorneys' and reimburse each of them for, any accountants' fees and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of (i) any inaccuracy or breach of any of the representations or warranties in Section 3.01 (Authority of Shareholders) or in any certificate or instrument delivered by or on behalf of such Shareholder pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date) or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Shareholder pursuant to this Agreement. (b) Subject to the other terms and conditions of this Article VIII (Indemnificationexpenses), the Insider Shareholders shall jointly together with interest and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by the “Buyer Indemnitees”) against, and shall hold each InterCept Indemnified Parties which arise out 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 Buyer Indemnitees based upon, arising out of, with respect to or by reason ofresult from: (i) any inaccuracy misrepresentation in or breach of any of the representations representations, warranties or warranties of covenants made by the Shareholders or Shareholder and the Company contained the Shareholder owns in this Agreement Agreement; (other than Section 3.01 (Authority of Shareholders)ii) or any misrepresentation in any a document, certificate or instrument affidavit delivered by or on behalf of any Insider the Shareholder or and the Company pursuant to the Shareholder owns in connection with this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (iiiii) the continued existence after the execution of this Agreement of any Lien in violation of this Agreement; (iv) any breach guaranty, Claim against or non-fulfillment other material liability of each Company not otherwise disclosed hereunder or in any covenantSchedule hereto, agreement or obligation including but not limited to, any claims relating to be performed by the Shareholders or the Company (other than as provided in subsection (a)(ii) above) pursuant to this Agreementany unpaid Taxes; or (iiiv) any Tax Lossesclaim alleging misconduct of, by or under the control of the Company or the Shareholder which is criminal or of a grossly negligent character that is attributable to events occurring prior to the execution of this Agreement.

Indemnification by Shareholders. (a) Subject to the other terms and conditions of this Article VIII Section 6.3, Voting Trustee (Indemnificationand/or Xx. Xxxxxxxxxxxx), Xxxxxx and Xxxxxxx, severally in accordance with their Pro-Rata ownership of the Shareholders common shares of the Company (which, in the case of Xx. Xxxxxxxxxxxx, shall severally be deemed to be Voting Trustee's Pro-Rata ownership), shall indemnify Parent, Merger Sub and defend each the Surviving Corporation from, against and in respect of Buyer any and its Affiliates all losses, liabilities, deficiencies, penalties, fines, costs, damages and expenses whatsoever (including the Companyincluding, without limitation, reasonable professional fees and costs of investigation, litigation, settlement and judgment and interest) and their respective Representatives (collectively, "Losses") that may be suffered or incurred by Parent, Merger Sub and/or the “Buyer Indemnitees”) against, and shall hold each of them harmless Surviving Corporation from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of (ia) any inaccuracy of a representation or breach of warranty made by Shareholders in this Agreement, the Schedules or any of the representations or warranties in Section 3.01 (Authority of Shareholders) or in any other certificate or instrument document delivered by or on behalf of such Shareholder Shareholders pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date) or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Shareholder pursuant to this Agreement. (b) Subject to the other terms and conditions of this Article VIII (Indemnification), the Insider Shareholders shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer 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 Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or material breach of any of the representations covenant or warranties of the agreement made by Shareholders or the Company contained in this Agreement (Agreement, the Schedules or any other than Section 3.01 (Authority of Shareholders)) or in any certificate or instrument document delivered by or on behalf of any Insider Shareholder or the Company Shareholders pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (iic) any breach matter described on Exhibit F hereto, and (d) any claim by any Person for brokerage or non-fulfillment of finder's fees or commissions or similar payments based upon any covenant, agreement or obligation understanding alleged to be performed have been made by the Shareholders any such Person with either any Shareholder or the Company (other than as provided or any Person acting on their behalf) in subsection (a)(ii) above) pursuant to this Agreement; or (iii) any Tax Lossesconnection with the transactions contemplated hereby. Voting Trustee, Xx.

Indemnification by Shareholders. (a) Subject to Section 4.3, from and after the other terms and conditions of this Article VIII (Indemnification)Closing, the Shareholders Shareholders, jointly and severally, shall severally hold harmless and indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless Indemnitees from and against, and shall pay compensate and reimburse each of them the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and all Losses incurred which arise from or sustained byas a direct or indirect result of, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to are directly or by reason of indirectly connected with: (i) any inaccuracy or breach Breach of any of the representations or warranties in Section 3.01 (Authority of Shareholders) or in any certificate or instrument delivered by or on behalf of such Shareholder pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date) or (ii) by any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Shareholder pursuant to this Agreement. (b) Subject to the other terms and conditions of this Article VIII (Indemnification), the Insider Shareholders shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer 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 Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of the Shareholders or the Company contained in this Agreement (other than Section 3.01 (Authority of Shareholders)) or in any certificate or instrument delivered by or on behalf of any Insider Shareholder or the Company pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified dateShareholder Representation Letters, the inaccuracy Purchaser Questionnaire, the Registration Rights Agreement, and the Escrow Agreement and any other certificates, documents, etc. delivered by the Company or Selling Shareholder in or breach of which will be determined connection with reference to such specified date); transaction; (ii) any breach or non-fulfillment Breach of any covenantrepresentation, agreement warranty, statement, information or provision contained in the Disclosure Schedule; (iii) any Breach of any covenant or obligation to be performed contained in Section 4 or Section 5.3 by any of the Shareholders or the Company; (iv) any Liability to which the Company or any of the other Indemnitees may be or may become subject, and any claim which may be brought against the Company or any of the other Indemnitees; or (other than as provided v) any Legal Proceeding relating to any Breach, alleged Breach, Liability or matter of the type referred to in subsection clause "(a)(iii)," "(ii)," "(iii)" or "(iv)" of this sentence. (b) above) Nothing contained in this Section 4.2 or elsewhere in this Agreement shall be deemed to limit any right or remedy of any Indemnitee under the Shareholder Representation Letters, the Purchaser Questionnaires, the Registration Rights Agreement and the Escrow Agreement delivered by any Shareholder pursuant to this Agreement or under any of the other agreements, documents and instruments referred to or contemplated by this Agreement; or (iii) any Tax Losses.

Indemnification by Shareholders. (a) Subject to the other terms and conditions of limitations set forth in this Article VIII (Indemnification)X, from and after the Closing Date, the Shareholders shall severally indemnify of the Company (the "Shareholder Indemnitors"), jointly and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectivelyseverally, the “Buyer Indemnitees”) against, and shall hold each of them harmless and indemnify the Parent Indemnitees from and against, and shall pay compensate and reimburse each of them the Parent Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Parent Indemnitees or to which any of the Parent Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and all Losses incurred which arise from or sustained by, as a result of or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to are directly or by reason of indirectly connected with: (i) any misrepresentation in, inaccuracy in or breach of any representation or warranty of the Company set forth in this Agreement or in any agreement, certificate or instrument furnished or to be furnished to Parent pursuant hereto or in connection with the transactions contemplated hereby; (ii) any breach of any covenant or obligation of the Company (including the covenants set forth in Articles VI and VII); (iii) any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel ("Legal Proceeding") relating to any inaccuracy or breach of any of the representations or warranties type referred to in Section 3.01 clause (Authority of Shareholders) or in any certificate or instrument delivered by or on behalf of such Shareholder pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified datei) or (ii) above; (iv) any breach Legal Proceeding set forth in Section 4.8 of the Company Disclosure Schedule; (v) any Legal Proceeding initiated by a shareholder or non-fulfillment shareholders of the Company challenging the fairness of the Merger; (vi) any covenantLegal Proceeding commenced by any Parent Indemnitee for the purpose of enforcing any of its rights under this Article X, agreement (vii) any and all amounts payable to any shareholder of the Company who exercises his or obligation her right to dissent from the Merger and the transactions contemplated hereby and seeks to receive the fair value of such shareholder's shares of Company Common Stock in accordance with the NJBCA or (viii) any claims or assertions made by any employees or shareholders of the Company for stock or other rights pursuant to any phantom stock arrangement that the Company may have, whether oral or written. Any amount of Damages required to be performed by such Shareholder indemnified pursuant to this AgreementSection 10.2 shall be deemed, to the extent permitted by law, an adjustment in the Merger Consideration. (b) Subject to From and after the other terms and conditions of this Article VIII (Indemnification)Effective Time, the Insider Shareholders shall Shareholder Indemnitors, jointly and severally severally, shall hold harmless and indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless Parent Indemnitees from and against, and shall pay compensate and reimburse each of them the Parent Indemnitees for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: : (i) any Taxes of the Company (and related Damages) attributable to any taxable period (or portion thereof) ending on or before the Closing Date, to the extent such Taxes exceed the accrual for such Taxes on the Company Balance Sheet; (ii) any increase in Tax liability (and related Damages) resulting from the Company being liable for any Taxes (a) of any consolidated group of which the Company was a member on or before the Closing Date pursuant to Section 1.1502-6 of the Treasury Regulations or any analogous state, local or foreign provisions and (b) of any Person as transferee or successor, by contract or otherwise for any taxable period (or portion thereof) ending on or before the Closing Date. In the event a taxable period includes a period prior to the Closing Date, Taxes shall, in the case of real and personal property Taxes, be apportioned ratably to such taxable period on a daily basis and, in the case of other Taxes, be apportioned to such taxable period based on a closing of the books on the Closing Date. (c) Each of the Company and the Shareholders acknowledges and agrees that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the representations or warranties rights of the Shareholders or the Company contained in this Agreement (other than Section 3.01 (Authority Surviving Corporation as a Parent Indemnitee) Parent shall also be deemed, by virtue of Shareholders)) or in any certificate or instrument delivered by or on behalf of any Insider Shareholder or the Company pursuant to this Agreement, as its ownership of the date stock of the Surviving Corporation, to have incurred Damages as a result of and in connection with such representation inaccuracy or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Shareholders or the Company (other than as provided in subsection (a)(ii) above) pursuant to this Agreement; or (iii) any Tax Lossesbreach.

Indemnification by Shareholders. From and after the Closing, each of the Indemnification Shareholders shall, severally (ain accordance with its Allocable Portion) Subject and not jointly (except with respect to indemnification obligations satisfied from the Holdback Amounts, which obligations shall be joint and several obligations of the Series 2 Preferred Shareholders) and subject to the other terms limitations and conditions of this Article VIII (Indemnification)qualifications set forth below, indemnify, defend and hold harmless Parent, Merger Sub, the Shareholders shall severally indemnify and defend each of Buyer and its Affiliates (including the Company) Surviving Corporation and their respective Representatives direct and indirect parents, subsidiaries and Affiliates and each of the respective owners, shareholders, directors, managers, officers, employees, attorneys, representatives, agents, successors and assigns of any of the foregoing (collectively, the “Buyer IndemniteesParent Indemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses incurred by or sustained by, asserted against any of the Parent Indemnified Parties in connection with or imposed upon, arising from: (a) any breach or failure to perform or observe any covenant or agreement contained in this Agreement or any Ancillary Agreement to be performed by the Buyer Indemnitees based upon, arising out of, with respect Company prior to the Effective Time or by reason of the Shareholder Representative; (ib) any inaccuracy or breach by the Company of any of the representations or warranties contained in Section 3.01 Sections 3.1 (Authority of ShareholdersFundamental Representations), 4.1 (Organization, Qualification, and Corporate Power), 4.2 (No Conflicts; Consents), 4.3 (Capitalization), 4.9 (Subsidiaries) or in any certificate or instrument delivered by or on behalf of such Shareholder pursuant to this Agreement4.20 (Brokers, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified dateFinders, the inaccuracy in or breach of which will be determined with reference to such specified dateEtc.) or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Shareholder pursuant to this Agreement. (b) Subject to the other terms and conditions of this Article VIII (Indemnification), the Insider Shareholders shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer IndemniteesFundamental Representations”) 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 Buyer Indemnitees based upon, arising out of, with respect to or by reason of:); (ic) any inaccuracy in or breach by the Company of any of the representations or warranties of the Shareholders or the Company contained in this Agreement Section 4.17 (other than Section 3.01 Taxes) (Authority of Shareholders)) or in any certificate or instrument delivered by or on behalf of any Insider Shareholder or the Company pursuant to this Agreement, as of the date such representation or warranty was made (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date“Tax Representations”); (d) any inaccuracy or breach by the Company of any of the representations or warranties contained in Article IV other than the Fundamental Representations or the Tax Representations; (e) (i) any Loan Indebtedness that is not included in the Final Loan Indebtedness as finally determined pursuant to Section 2.16 of this Agreement or (ii) any breach Unpaid Transaction Expenses that is not included in the Final Unpaid Transaction Expenses as finally determined pursuant to Section 2.16 of this Agreement; (f) any claim, demand, action or non-fulfillment other Action by any current or former holder of shares of capital stock, options, warrants or other Ownership Interests in the Company or any direct or indirect subsidiary of the Company or any Ownership Interest Related Rights (including any claims or demands pursuant to Section 262 of the DGCL or any claims or Actions relating to any payments made in accordance with the instructions of the Shareholder Representative or the Consideration Spreadsheet) or any other Person entitled (or claiming to be entitled) to any payment arising out of or in connection with this Agreement, the Merger, the amendment or termination of any covenantof the Stock Option Plans (or any agreement relating thereto or to any Options) or any Options or Warrants, agreement or obligation any other action taken by the Shareholder Representative in connection with this Agreement or the transactions contemplated hereby or relating to any inaccuracies in or disputes relating to the Consideration Spreadsheet or any other claim, demand, action or other Action by any current or former holder of any shares of capital stock, options, warrants or other Ownership Interests in the Company or any direct or indirect subsidiary of the Company or any Other Ownership Interest Related Rights outstanding at any time prior to the Effective Time relating to any such shares, options, warrants or other Ownership Interests or Other Ownership Interest Related Rights or any rights or obligations relating to any such shares, options, warrants or other Ownership Interests or Other Ownership Interest Related Rights (including any payments or consideration owed (or claimed to be performed by owed) with respect to any such shares, options, warrants or other Ownership Interests or Other Ownership Interest Related Rights); (g) any Contract that is not listed in Schedule 4.14 that relates to the Shareholders issuance or ownership of any Ownership Interests, or securities convertible into or exchangeable for Ownership Interests, of the Company or any of its Subsidiaries or the Company (granting of registration rights or other than as provided in subsection (a)(ii) above) pursuant to this Agreementrights with respect thereto; orand (iiih) any Tax Lossesthe litigation matters specifically identified in Schedule 8.2(h) hereto (the “General Litigation Matters”); (i) the litigation matters specifically identified in Schedule 8.2(i) hereto (the “Class Action Litigation Matters” and, together with the General Litigation Matters, the “Litigation Matters”); and (j) the Additional Payments.