Common use of Indemnification by Stockholders Clause in Contracts

Indemnification by Stockholders. Subject to Section 9.5, the Stockholders, severally and not jointly, agree to indemnify, defend and hold harmless Parent, its directors, officers, employees, agents and Affiliates, from and against any and all Damages asserted against, relating to, imposed upon, suffered or incurred by Parent, Merger Subsidiary, its officers, directors, employees, agents and Affiliates, in connection with enforcing their indemnification rights pursuant to this Section 9.2 by reason of or resulting from (a) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, (b) any non-fulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (c) any Liabilities for any Taxes of the Company, the Subsidiaries or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement, but only to the extent any such Liabilities for Taxes exceeds any reserve for such Taxes specifically established in the Latest Balance Sheet, (d) one half of any payments made with respect to Dissenting Shares pursuant to the DGCL in excess of the Merger Consideration per share of Company Capital Stock held by holders of Dissenting Shares, (e) any failure by the Company to fulfill its obligations under Section 5.26 (Company Options), (f) any dispute, claim or disagreement by and among the Stockholder Representative and the Stockholders, and (g) the failure of the Company to obtain assignments from inventors as disclosed in Section 3.24 of the Disclosure Schedule.

Indemnification by Stockholders. Subject to Section 9.58.5, the Stockholders, severally and not jointly, Stockholders (pro rata based on a Stockholder’s Percentage Interest) agree to indemnify, defend and hold harmless Parent, its directors, officers, employees, agents agents, advisors and AffiliatesAffiliates (collectively, the “Parent Indemnitees”), from and against any and all Damages asserted against, relating to, imposed upon, suffered or incurred by Parent, Merger Subsidiary, its officers, directors, employees, agents and Affiliates, Parent Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 9.2 8.2 by reason of or resulting from (a) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, (b) any non-fulfillment nonfulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which utilized the Product, regardless of whether such claim arises out of or constitutes a breach of any representation, warranty or covenant in this Agreement, (d) any Liabilities for any Taxes of the Company, the Subsidiaries Company or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement, but only to the extent any such Liabilities for Taxes exceeds any reserve for such Taxes specifically established in the Latest Balance Sheet, (de) one half of any payments made with respect to Dissenting Shares Stockholders pursuant to the DGCL in excess of the Merger Consideration per share of Company Capital Common Stock or Company Preferred Stock held by holders of Dissenting Shares, (e) any failure by the Company to fulfill its obligations under Section 5.26 (Company Options)Stockholders, (f) any dispute, claim or disagreement by negative Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and among the Stockholder Representative and the Stockholders, 1.10(d); and (g) any claim that the failure conduct of the Company’s business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation and warranty set forth in the first sentence of Section 2.20(g) (each of the above shall be referred to herein as the “Stockholders’ Indemnification Liability”). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in this Section 8.2 shall be the obligations of the Company to obtain assignments from inventors as disclosed in Section 3.24 of and not the Disclosure ScheduleStockholders.

Indemnification by Stockholders. Subject (a) From and after the Effective Time (but subject to Section 9.58.1(a), this Section 8.2, Section 8.4 and Section 9.11), the Stockholders, severally jointly and not jointlyseverally, agree to indemnify, defend and shall hold harmless Parent, its directors, officers, employees, agents and Affiliates, indemnify each of the Parent Indemnitees from and against any and all Damages asserted against, relating toand shall compensate and reimburse each of the Parent Indemnitees for, imposed upon, any Damages which are directly or indirectly suffered or incurred by Parent, Merger Subsidiary, its officers, directors, employees, agents any of the Parent Indemnitees or to which any of the Parent Indemnitees become subject (regardless of whether or not such Damages relate to any third-party claim) and Affiliates, in connection with enforcing their indemnification rights pursuant to this Section 9.2 by reason of which arise from or resulting from (a) any untrue representation as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty by, the Company set forth in Section 2 or in any part of this Agreement, (b) any non-fulfillment of any covenant, agreement or undertaking certificate delivered at Closing by an officer of the Company in (without giving effect to any part of this Agreement, (c) any Liabilities for any Taxes of the Company, the Subsidiaries "Material Adverse Effect" or other materiality qualification or any respective predecessor similar qualification contained or incorporated directly or indirectly in interest with respect to any tax period such representation or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreementwarranty, but only giving effect to the extent Company Disclosure Schedule and any such Liabilities for Taxes exceeds any reserve for such Taxes specifically established in the Latest Balance Sheet, (d) one half of any payments made with respect to Dissenting Shares pursuant to the DGCL in excess of the Merger Consideration per share of Company Capital Stock held by holders of Dissenting Shares, (e) any failure update thereto delivered by the Company to fulfill its obligations under Section 5.26 Parent prior to the Closing); (Company Options), (fii) any dispute, claim breach of any covenant or disagreement by and among the Stockholder Representative and the Stockholders, and (g) the failure obligation of the Company to obtain assignments from inventors as disclosed (including the covenants set forth in Section 3.24 4); (iii) any activities of any Acquired Company of the Disclosure Schedule.type described in Section 2.22 engaged in by such Acquired Company prior to the Closing Date or; (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)," "(ii)" or "

Indemnification by Stockholders. Subject to Section 9.5, the (a) The Stockholders, severally and not jointly, agree to shall hold harmless and indemnify, defend and hold harmless Parent, its directors, officers, employees, agents and Affiliates, each of the Indemnitees from and against any and all Damages asserted against, relating toand shall compensate and reimburse each of the Indemnitees for, imposed upon, any Damages which are directly or indirectly suffered or incurred by Parent, Merger Subsidiary, its officers, directors, employees, agents 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 Affiliates, in connection with enforcing their indemnification rights pursuant to this Section 9.2 by reason of which arise directly or resulting indirectly from (a) any untrue representation or as a direct or indirect result of, or breach are directly or indirectly connected with: (i) any Breach of any representation or warranty bymade by Seller or any of the Stockholders in this Agreement (without giving effect to any update to the Disclosure Schedule or to any "Material Adverse Effect" or other materiality qualification or similar qualification contained or incorporated directly or indirectly in such representation) or in the Closing Certificate; (ii) any Breach of any representation, warranty, statement, information or provision contained in the Company Disclosure Schedule or in any part other document delivered or otherwise made available to Purchaser or any of this Agreement, its Representatives by or on behalf of Seller or any of Seller's Representatives; (biii) any non-fulfillment Breach of any covenant, agreement covenant or undertaking obligation of Seller or any of the Company in any part of this Agreement, Stockholders; (civ) any Liabilities for Liability to which Seller or any Taxes of the Companyother Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to (A) any product manufactured or sold, the Subsidiaries or any respective predecessor in interest with respect to any tax period service performed, by or portion thereof ending on behalf of Seller on or before at any time prior to the Closing Date, regardless (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by Seller on or at any time prior to the Closing Date, or (C) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Hazardous Material (whether such Liabilities lawfully or unlawfully) by or on behalf of Seller on or at any time prior to the Closing Date; (v) any matter identified or referred to in Part 2.8 of the Disclosure Schedule; or (vi) any Proceeding relating directly or indirectly to any Breach, alleged Breach, Liability or matter of the type referred to in clause (i), (ii), (iii), (iv) or (v) above (including any Proceeding commenced by any Indemnitee for Taxes arise out the purpose of or constitute a breach enforcing any of its rights under this Section 9). (b) The Stockholders acknowledge and agree that, if there is any Breach of any representation, warranty or covenant other provision relating to Seller or Seller's business, condition, assets, liabilities, operations, financial performance, net income or prospects (or any aspect or portion thereof), or if Seller becomes subject to any Liability of the type referred to in clause (iv) of Section 9.2(a), then Purchaser itself shall be deemed, by virtue of its ownership of common stock of Seller, to have incurred Damages as a result of such Breach or Liability. Nothing contained in this Section 9.2(b) shall have the effect of (i) limiting the circumstances under which Purchaser may otherwise be deemed to have incurred Damages for purposes of this Agreement, but only (ii) limiting the other types of Damages that Purchaser may be deemed to the extent have incurred (whether in connection with any such Liabilities for Taxes exceeds Breach or Liability or otherwise) or (iii) limiting the rights of Seller or any reserve for such Taxes specifically established in the Latest Balance Sheet, (d) one half of any payments made with respect to Dissenting Shares pursuant to the DGCL in excess of the Merger Consideration per share of Company Capital Stock held by holders of Dissenting Shares, (e) any failure by the Company to fulfill its obligations other Indemnitees under this Section 5.26 (Company Options), (f) any dispute, claim or disagreement by and among the Stockholder Representative and the Stockholders, and (g) the failure of the Company to obtain assignments from inventors as disclosed in Section 3.24 of the Disclosure Schedule9.2.

Indemnification by Stockholders. Subject to Section 9.5(a) From and after the Effective Time, the Stockholders, severally jointly and not jointlyseverally, agree to indemnify, defend and shall hold harmless Parent, its directors, officers, employees, agents and Affiliates, indemnify each of the Indemnitees from and against any and all Damages asserted against, relating toand shall compensate and reimburse each of the Indemnitees for, imposed upon, any Damages which are directly or indirectly suffered or incurred by Parentany 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 which arise from or as a result of, Merger Subsidiaryor are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Article 2 or in the Closing Certificate (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, its officers, directors, employees, agents but giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (ii) any breach of any covenant or obligation of the Company or any of the Stockholders (including without limitation the covenants set forth in Article 4); (iii) any amounts payable to any holders of the Company's capital stock who exercise dissenters' appraisal or comparable rights as provided in the IBCA; (iv) any liability for a Tax resulting from the transactions contemplated by this Agreement; (v) any liability arising from (A) any Legal Proceeding listed in Part 2.19 of the Disclosure Schedule or (B) any of the exceptions to the representations and Affiliates, warranties contained in Section 2.3 as disclosed in Part 2.3 of the Disclosure Schedule; (vi) any liability in connection with enforcing their indemnification rights pursuant to this or arising from fees and expenses incurred by the Company as described in Section 9.2 by reason of or resulting from 9.3 which exceeds $40,000; (avii) any untrue representation ofliability in connection with or arising from any failure of the minute books of the Corporation to be accurate, up-to-date and complete in all material respects, and maintained in accordance with prudent business practices; or breach (viii) any Legal Proceeding relating to any inaccuracy, breach, Tax or liability of warranty bythe type referred to in clause (i), (ii), (iii), (iv), (v), (vi) or (vii) above (including any Legal Proceeding commenced by any Indemnitee for the Company in purpose of enforcing any part of its rights under this Agreement, Article 8). (b) any non-fulfillment of any covenantThe Stockholders acknowledge and agree that, agreement if the Surviving Corporation suffers, incurs or undertaking of the Company in any part of this Agreement, (c) any Liabilities for any Taxes of the Company, the Subsidiaries or any respective predecessor in interest with respect otherwise becomes subject to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out Damages (i) as a result of or constitute a in connection with any inaccuracy in or breach of any representation, warranty warranty, covenant or covenant in obligation, or (ii) as a result of any liability for a Tax resulting from the transactions contemplated by this Agreement, but then (without limiting any of the rights of the Surviving Corporation as an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or breach. (c) The Stockholders' obligation to indemnify and hold harmless hereunder shall apply only if and to the extent the aggregate amount of Damages to the Indemnitees, other than Damages described in Section 8.2(c)(i), exceeds $100,000 less any such Liabilities amount up to a maximum of $5,000 which is paid by Parent for Taxes exceeds any reserve for such Taxes specifically established due diligence in connection with the Latest Balance Sheetcontract non-contravention opinion to be issued by the Company's counsel as described in Section 9.3(d). Notwithstanding the above, (di) one half of any payments made the Stockholders' obligation to indemnify and hold harmless with respect to Dissenting Shares pursuant any Damages to Indemnitees in connection with or arising from exceptions to the DGCL representations and warranties contained in excess of the Merger Consideration per share of Company Capital Stock held by holders of Dissenting Shares, (eSection 2.3(b) any failure by the Company to fulfill its obligations under Section 5.26 (Company Options), (f) any dispute, claim or disagreement by and among the Stockholder Representative and the Stockholders, and (g) the failure of the Company to obtain assignments from inventors as disclosed in Section 3.24 Part 2.3(b) of the Disclosure Schedule shall apply only if and to the extent the aggregate amount of such Damages to Indemnitees exceeds $200,000; and (ii) the liability of the Stockholders with respect to any Damages to Indemnitees arising from Sections 2.3, 2.5, 2.9, 2.15(a), 2.16, 2.19 (including liabilities arising from Legal Proceedings listed on Part 2.19 or the Disclosure Schedule), 2.20, 2.21(a), 2.21(b), 2.22, 4.9 and 9.3, pursuant to this Section 8.2 shall apply from the first dollar of such Damages to Indemnitees and shall be determined separately from, and in addition to, any other liabilities of the Stockholders hereunder.

Indemnification by Stockholders. Subject From and after the Effective Time (but subject to Sections 9.1(a) and 9.2(b)), the stockholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 9.5, 1.5 (the Stockholders"Indemnitors"), severally and but not jointly, agree to indemnify, defend and shall hold harmless Parent, its directors, officers, employees, agents and Affiliates, indemnify each of the Indemnitees from and against any and all Damages asserted against, relating toand shall compensate and reimburse (through the Escrow Shares or otherwise) each of the Indemnitees for, imposed upon, such Indemnitor's Pro Rata Allocation of any Damages which are directly or indirectly suffered or incurred by Parentany 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 which arise from or as a result of, Merger Subsidiaryor are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 made as of the date of this Agreement (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, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing, except to the extent such update(s) disclose matters, either individually or in the aggregate, which relate to the representations and warranties of the Company set forth in Sections 2.3, 2.4, 2.9, 2.10, 2.14 or 2.19 and which impact the value of the Acquired Corporations, taken as a whole, by an amount which equals or exceeds $250,000); (ii) any inaccuracy in or breach of any representation or warranty set forth in the Company Closing Certificate (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, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (iii) any breach of any covenant or obligation of each of Acquired Corporations (including the covenants set forth in Sections 3 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)", "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its officersrights under this Section 9). (i) For greater certainty and notwithstanding anything set forth in Section 9.2(a)(i), directorsthe parties hereby agree that to the extent any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing discloses matters, employeeseither individually or in the aggregate, agents which relate to the representations and Affiliateswarranties of the Company set forth in Sections 2.3, 2.4, 2.9, 2.10, 2.14 or 2.19 and which impact the value of the Acquired Corporations, taken as a whole, by an amount which equals or exceeds $250,000, such update(s) shall not be given effect in determining whether any inaccuracy in or breach of any representation or warranty set forth in Section 2 made as of the date of this Agreement has occurred and Parent shall be entitled to full indemnification for Damages incurred in accordance with this Section 9 on such basis. (ii) Any obligation on the part of an Indemnitor pursuant to Section 9.2(a) shall be satisfied by the delivery of shares of Parent Common Stock valued at the Average Parent Common Stock Price (the "Stock Delivery Obligation"), and in no event shall an Indemnitor be required to satisfy any such obligation in cash. In satisfying the Stock Delivery Obligation, the amount of Damages, for any claim, shall be divided by the Average Parent Common Stock Price and the resulting number shall be the number of shares of Parent Common Stock to be delivered by the Indemnitors. Under the Stock Delivery Obligation, the Indemnitors shall deliver shares of Parent Common Stock and the Indemnitees shall be required to accept shares of Parent Common Stock in all cases valued at the Average Parent Common Stock Price, regardless of the fair market value of shares of Parent Common Stock at time of such delivery or acceptance, and regardless of whether any Indemnitor has disposed of any of the shares of Parent Common Stock received in the Merger. Subject to Section 9.2(e)(ii), the Stock Delivery Obligation shall be satisfied from the Escrow Shares. The Company 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 enforcing their indemnification rights pursuant to this Section 9.2 by reason of any inaccuracy in or resulting from (a) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, (b) any non-fulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (c) any Liabilities for any Taxes of the Company, the Subsidiaries or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty warranty, covenant or covenant in this Agreementobligation, but only to the extent then (without limiting any such Liabilities for Taxes exceeds any reserve for such Taxes specifically established in the Latest Balance Sheet, (d) one half of any payments made with respect to Dissenting Shares pursuant to the DGCL in excess of the Merger Consideration per share of Company Capital Stock held by holders of Dissenting Shares, (e) any failure by the Company to fulfill its obligations under Section 5.26 (Company Options), (f) any dispute, claim or disagreement by and among the Stockholder Representative and the Stockholders, and (g) the failure rights of the Company to obtain assignments from inventors Surviving Corporation as disclosed in Section 3.24 an Indemnitee) Parent shall also be deemed, by virtue of its ownership of the Disclosure Schedulestock of the Surviving Corporation, to have incurred Damages as a result of and in connection with such inaccuracy or breach.

Indemnification by Stockholders. Subject to Section 9.5(a) From and after the Closing Date, the Stockholders, severally jointly and not jointlyseverally, agree to indemnify, defend and shall hold harmless Parent, its directors, officers, employees, agents and Affiliates, indemnify each of the Indemnitees from and against any and all Damages asserted against, relating toand shall compensate and reimburse each of the Indemnitees for, imposed upon, any Damages that are directly or indirectly suffered or incurred by Parent, Merger Subsidiary, its officers, directors, employees, agents 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 Affiliates, in connection with enforcing their indemnification rights pursuant to this Section 9.2 by reason of that arise from or resulting from (a) any untrue representation as a result of, or breach of warranty by, the Company in any part of this Agreement, are directly or indirectly connected with: (bi) any non-fulfillment of any covenant, agreement inaccuracy in or undertaking of the Company in any part of this Agreement, (c) any Liabilities for any Taxes of the Company, the Subsidiaries or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representationrepresentation or warranty set forth in Section 2 (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, and without giving effect to any update to the Disclosure Schedule delivered prior to the Closing,); (ii) any inaccuracy in or breach of any representation or warranty set forth in Section 2 as if such representation and warranty had been made on and as of the Closing Date (without giving effect to any "Material Adverse Effect" or covenant other materiality qualification or any similar qualification contained or incorporated directly or indirectly in this Agreementsuch representation or warranty, but only giving effect to any update to the extent any such Liabilities for Taxes exceeds any reserve for such Taxes specifically established in the Latest Balance Sheet, (d) one half of any payments made with respect to Dissenting Shares pursuant to the DGCL in excess of the Merger Consideration per share of Company Capital Stock held by holders of Dissenting Shares, (e) any failure Disclosure Schedule delivered by the Company to fulfill its obligations under Section 5.26 Parent prior to the Closing to the extent that the Company and the Designated Stockholders acknowledge in writing that Parent would be entitled to terminate this Agreement as a result of such update); (Company Options), (fiii) any disputebreach of any covenant or obligation of any of the Acquired Corporations or any of the Designated Stockholders (including the covenants set forth in Sections 4 and 5); (iv) other than pursuant to the letter agreement dated December 20, claim or disagreement by and among the Stockholder Representative 1999 between Prudential, Chase H&Q, Xxxxxxx & Co. and the StockholdersCompany, any brokerage, finder's or other fee, commission or expense payable or claimed to be payable to any broker, finder or other similar Person, including Prudential, Chase H&Q and Xxxxxxx & Co., by the Company or any Stockholder in connection with the transactions contemplated by this Agreement or (gv) the failure any Legal Proceeding relating to any inaccuracy or breach of the Company type referred to obtain assignments from inventors as disclosed in clause "(i)," "(ii)," "(iii)" or " (iv) above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 3.24 of the Disclosure Schedule9).

Indemnification by Stockholders. Subject (a) From and after the Effective Time (but subject to Sections 9.1(a) and 9.2(b)), the stockholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 9.5, 1.5 (the Stockholders"Indemnitors"), severally and but not jointly, agree to indemnify, defend and shall hold harmless Parent, its directors, officers, employees, agents and Affiliates, indemnify each of the Indemnitees from and against any and all Damages asserted against, relating toand shall compensate and reimburse (through the Escrow Shares or otherwise) each of the Indemnitees for, imposed upon, any Damages which are directly or indirectly suffered or incurred by Parent, Merger Subsidiary, its officers, directors, employees, agents 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 Affiliates, in connection with enforcing their indemnification rights pursuant to this Section 9.2 by reason of which arise from or resulting from (a) any untrue representation as a result of, or breach of warranty by, the Company in any part of this Agreement, are directly or indirectly connected with: (bi) any non-fulfillment of any covenant, agreement inaccuracy in or undertaking of the Company in any part of this Agreement, (c) any Liabilities for any Taxes of the Company, the Subsidiaries or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, representation or warranty set forth in Section 2 made as of the date of this Agreement (without giving effect to any "Material Adverse Effect" or covenant other materiality qualification or any similar qualification contained or incorporated directly or indirectly in this Agreementsuch representation or warranty, but only with giving effect to any update to the extent any such Liabilities for Taxes exceeds any reserve for such Taxes specifically established in the Latest Balance Sheet, (d) one half of any payments made with respect to Dissenting Shares pursuant to the DGCL in excess of the Merger Consideration per share of Company Capital Stock held by holders of Dissenting Shares, (e) any failure Disclosure Schedule delivered by the Company to fulfill its obligations under Section 5.26 (Company Options)Parent prior to the Closing, (fexcept to the extent such update(s) any disputedisclose matters, claim either individually or disagreement by in the aggregate, which relate to the representations and among the Stockholder Representative and the Stockholders, and (g) the failure warranties of the Company to obtain assignments from inventors as disclosed set forth in Section 3.24 Sections 2.3, 2.4, 2.9, 2.14 or 2.19 and which impact the value of the Acquired Corporations, taken as a whole, by an amount which equals or exceeds $250,000); (ii) any inaccuracy in or breach of any representation or warranty set forth in the Company Closing Certificate (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, but with giving effect to any update to the Disclosure Schedule.Schedule delivered by the Company to Parent prior to the Closing); (iii) any breach of any covenant or obligation of each of Acquired Corporations (including the covenants set forth in Sections 3 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)", "(ii)" or "

Indemnification by Stockholders. Subject to Section 9.55.5, the Stockholders, severally and not jointly, Stockholders agree to indemnify, defend and hold harmless ParentParent and Merger Subsidiary, its and their respective directors, officers, employees, agents and Affiliates, from and against any and all Damages asserted against, relating to, imposed upon, suffered or incurred by Parent, Merger Subsidiary, its or their respective officers, directors, employees, agents and Affiliates, in connection with enforcing their indemnification rights pursuant to this Section 9.2 5.2 by reason of or resulting from (ai) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, and (bii) any non-fulfillment of any covenant, agreement or undertaking of the Company in any part of this Agreement, (ciii) any Product Liability Claim or other third party claim relating to the Company, whether presently in existence or arising hereafter from acts, events, conditions or circumstances existing or occurring on or before the Effective Time, regardless of whether such Product Liability Claim or third party claim arises out of or constitutes a breach of any representation, warranty or covenant in this Agreement, (iv) any Liabilities for any Taxes of the Company, the Subsidiaries Company or any respective predecessor in interest with respect to any tax Tax period or portion thereof ending on or before the Closing DateEffective Time, regardless of whether such Liabilities for Taxes arise out of or constitute a breach of any representation, warranty or covenant in this Agreement, but only (v) any incremental compensation Liabilities that are owed to employees, consultants or other representatives and agents of the extent Company that arise out of or are related to any such Liabilities for Taxes exceeds any reserve for such Taxes specifically established in of the Latest Balance SheetContingent Merger Consideration, (dvi) one half of any Liabilities directly or indirectly arising out of, resulting from or in connection with the Company’s Severance Benefit Plan and Retention Plan, (vii) any payments made with respect to Dissenting Shares Stockholders pursuant to the DGCL or CCC in excess of the Merger Consideration per share of Company Capital Senior Stock held by holders of Dissenting Shares, (e) any failure by the Company to fulfill its obligations under Section 5.26 (Company Options), (f) any dispute, claim or disagreement by and among the Stockholder Representative and the Stockholders, and (gviii) any tax, fee, or other like obligation in excess of USD $2,500.00 imposed by the failure of hospital located in Guadalajara, Mexico that was used in the Company to obtain assignments from inventors Company’s clinical trials as disclosed such is further described in Section 3.24 2.7.c of the Disclosure ScheduleSchedules to this Agreement.