Common use of Indemnification by Stockholders Clause in Contracts

Indemnification by Stockholders. (a) Each Stockholder and its successors and assigns, jointly and severally, shall indemnify and defend the Parent Indemnified Parties and hold them harmless from and against any and all Losses of or against the Parent Indemnified Parties after the Closing to the extent resulting from or arising out of (i) any breach as of the date hereof or as of the Closing Date of any representation or warranty made by the Company, any Company Subsidiary or any Stockholder in the Transaction Documents, (ii) any breach or non-fulfillment of any agreement or covenant of the Company or any Company Subsidiary contained in the Transaction Documents which are to be performed prior to Closing, (iii) any breach or non-fulfillment of any agreement or covenant of the Stockholders contained in the Transaction Documents which are to be performed after the Closing, (iv) any inaccuracy in the Estimated Statement that is not adjusted through the reconciliation to the Final Statement pursuant to Section 2.4, (v) the amount of any Company Transaction Expenses not taken into account in determining Merger Consideration pursuant to Section 2.1(a), (vi) Pre-Closing Taxes except to the extent previously paid or reimbursed pursuant to Article 10, (vii) any suit or Proceeding relating to actions or failures to act that occurred prior to the Closing, and (viii) amounts paid holders of Dissenting Shares in excess of the portion of the Final Merger Consideration applicable to such holders of Dissenting Shares (determined as if such holders did not hold Dissenting Shares).

Indemnification by Stockholders. (a) Each Stockholder and its successors and assignsThe Stockholders, jointly and severally, shall indemnify and defend Purchaser and its Affiliates (including Marquis and Live) and their respective Representatives (collectively, the Parent Indemnified Parties “Purchaser Indemnitees”) from and against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Losses of incurred or against sustained by, or imposed upon, the Parent Indemnified Parties after the Closing to the extent resulting from or Purchaser Indemnitees based upon, arising out of, with respect to, or by reason of (ia) any inaccuracy in or breach as of the date hereof representations and warranties set forth in Section 4 or as in any certificate delivered by Stockholders pursuant to this Agreement (other than in respect of Section 4.15, it being understood that the Closing Date of sole remedy for any representation such inaccuracy in or warranty made by the Company, any Company Subsidiary or any Stockholder in the Transaction Documents, breach thereof shall be pursuant to Section 8.05); (iib) any breach or non-fulfillment of any agreement covenant, agreement, or covenant of the Company or any Company Subsidiary contained in the Transaction Documents which are obligation to be performed prior by Sellers pursuant to Closingthis Agreement (excluding (i) covenants, (iii) any breach or non-fulfillment of any agreement or covenant of the Stockholders contained in the Transaction Documents which are agreements, and obligations to be performed by Marquis after the Closing, Closing and (ivii) any inaccuracy covenant, agreement, or obligation in Section 8.05, it being understood that the Estimated Statement that is not adjusted through the reconciliation to the Final Statement sole remedy for any such breach, violation, or failure shall be pursuant to Section 2.48.05); or (c) any Liability not reflected on the Closing Date Balance Sheet; subject to the following terms and conditions, (v) as applicable. Any such Losses shall be limited to the amount of thereof that remains after deducting therefrom (i) any Company Transaction Expenses not taken into account in determining Merger Consideration pursuant to Section 2.1(a), (vi) Pre-Closing Taxes except Tax Benefits actually realized and to the extent previously paid or reimbursed pursuant to Article 10, utilized by Purchaser Indemnitees in the computation of their taxable income in the year of the Loss and the first two (vii2) subsequent years following the year of the Loss and (ii) any suit insurance proceeds actually received by the Purchaser Indemnitee in respect of any such claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premiums or Proceeding relating to actions or failures to act that occurred prior to the Closing, and (viii) amounts paid holders of Dissenting Shares in excess of the portion of the Final Merger Consideration applicable to such holders of Dissenting Shares (determined as if such holders did not hold Dissenting Shares)other chargebacks.

Indemnification by Stockholders. (a) Each Stockholder From and its successors after the Effective Time (but subject to Section 8.1(a), this Section 8.2, Section 8.4 and assignsSection 9.11), the Stockholders, jointly and severally, shall hold harmless and indemnify and defend each of the Parent Indemnified Parties and hold them harmless Indemnitees from and against any against, and all Losses shall compensate and reimburse each of or against the Parent Indemnified Parties after Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Closing Parent Indemnitees or to which any of the extent resulting Parent Indemnitees become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or arising out of as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach as of the date hereof or as of the Closing Date of any representation or warranty made set forth in Section 2 or in any certificate delivered at Closing by an officer of the Company (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 giving effect to the Company Disclosure Schedule and any update thereto delivered by the Company, any Company Subsidiary or any Stockholder in to Parent prior to the Transaction Documents, Closing); (ii) any breach or non-fulfillment of any agreement covenant or covenant obligation of the Company or any Company Subsidiary contained (including the covenants set forth in the Transaction Documents which are to be performed prior to Closing, Section 4); (iii) any breach or non-fulfillment activities of any agreement or covenant Acquired Company of the Stockholders contained type described in Section 2.22 engaged in by such Acquired Company prior to the Transaction Documents which are to be performed after the Closing, Closing Date or; (iv) any inaccuracy in the Estimated Statement that is not adjusted through the reconciliation to the Final Statement pursuant to Section 2.4, (v) the amount of any Company Transaction Expenses not taken into account in determining Merger Consideration pursuant to Section 2.1(a), (vi) Pre-Closing Taxes except to the extent previously paid or reimbursed pursuant to Article 10, (vii) any suit or Legal Proceeding relating to actions any inaccuracy or failures breach of the type referred to act that occurred prior in clause "(i)," "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Parent Indemnitee for the purpose of enforcing any of its rights under this Section 8 or the Escrow Agreement). Notwithstanding the foregoing, the Parent Indemnitees' sole recourse for any Damages with respect to which indemnification is sought under this Section 8 (other than Damages determined by a court of competent jurisdiction in a proceeding from which no further appeal is permitted to be taken to have been primarily caused by fraud or intentional misrepresentation) shall be to the Closing, and (viii) amounts paid holders of Dissenting Shares Escrow Amount. In no event shall a Stockholder's liability for any Damages with respect to which indemnification is sought be in excess of the portion such Stockholder's pro rata amount of the Final Merger Consideration applicable Escrow Amount and no Stockholder shall have any personal liability for any Damages except with respect to such holders Damages determined by a court of Dissenting Shares (determined as if such holders did not hold Dissenting Shares)competent jurisdiction in a proceeding from which no further appeal is permitted to be taken to have been primarily caused by fraud or intentional misrepresentation or intentional breach by the Company.

Indemnification by Stockholders. (a) Each Stockholder From and its successors after the Effective Time (but subject to Sections 9.1(a) and assigns9.2(b)), jointly and severallythe stockholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 1.5 (the "Indemnitors"), severally but not jointly, shall hold harmless and indemnify and defend each of the Parent Indemnified Parties and hold them harmless Indemnitees from and against against, and shall compensate and reimburse (through the Escrow Shares or otherwise) each of the Indemnitees for, any Damages which are directly or indirectly 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 of or against the Parent Indemnified Parties after the Closing to the extent resulting which arise from or arising out of as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach as of the date hereof or as of the Closing Date 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 CompanyCompany to Parent prior to the Closing, any Company Subsidiary except to the extent such update(s) disclose matters, either individually or any Stockholder in the Transaction Documentsaggregate, which relate to the representations and warranties of the Company set forth in 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 or non-fulfillment of any agreement representation or covenant of 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 Subsidiary contained in the Transaction Documents which are to be performed Parent prior to the Closing, ); (iii) any breach or non-fulfillment of any agreement covenant or covenant obligation of each of Acquired Corporations (including the Stockholders contained covenants set forth in the Transaction Documents which are to be performed after the Closing, Sections 3 and 5); or (iv) any inaccuracy in the Estimated Statement that is not adjusted through the reconciliation to the Final Statement pursuant to Section 2.4, (v) the amount of any Company Transaction Expenses not taken into account in determining Merger Consideration pursuant to Section 2.1(a), (vi) Pre-Closing Taxes except to the extent previously paid or reimbursed pursuant to Article 10, (vii) any suit or Legal Proceeding relating to actions any inaccuracy or failures to act that occurred prior to the Closing, and (viii) amounts paid holders of Dissenting Shares in excess breach of the portion type referred to in clause "(i)", "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of the Final Merger Consideration applicable to such holders enforcing any of Dissenting Shares (determined as if such holders did not hold Dissenting Sharesits rights under this Section 9).

Indemnification by Stockholders. (a) Each Stockholder Subject to Section 9.5, the Stockholders, severally and its successors and assignsnot jointly, jointly and severallyagree to indemnify, shall indemnify and defend the Parent Indemnified Parties and hold them harmless Parent, its directors, officers, employees, agents and Affiliates, from and against any and all Losses 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 against the Parent Indemnified Parties after the Closing to the extent resulting from or arising out of (ia) any untrue representation of, or breach as of warranty by, the date hereof or as Company in any part of the Closing Date of any representation or warranty made by the Company, any Company Subsidiary or any Stockholder in the Transaction Documentsthis Agreement, (iib) any breach or non-fulfillment of any covenant, agreement or covenant undertaking of the Company in any part of this Agreement, (c) any Liabilities for any Taxes of the Company, the Subsidiaries or any Company Subsidiary contained respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Transaction Documents which are to be performed prior to ClosingClosing Date, (iii) any regardless of whether such Liabilities for Taxes arise out of or constitute a breach or non-fulfillment of any agreement representation, warranty or covenant of the Stockholders contained in the Transaction Documents which are to be performed after the Closingthis Agreement, (iv) any inaccuracy in the Estimated Statement that is not adjusted through the reconciliation to the Final Statement pursuant to Section 2.4, (v) the amount of any Company Transaction Expenses not taken into account in determining Merger Consideration pursuant to Section 2.1(a), (vi) Pre-Closing Taxes except but only to the extent previously paid or reimbursed 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 Article 10, (vii) any suit or Proceeding relating to actions or failures to act that occurred prior to the Closing, and (viii) amounts paid holders of Dissenting Shares DGCL in excess of the portion of the Final Merger Consideration applicable to such per share of Company Capital Stock held by holders of Dissenting Shares Shares, (determined 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 if such holders did not hold Dissenting Shares)disclosed in Section 3.24 of the Disclosure Schedule.

Indemnification by Stockholders. (a) Each Stockholder From and its successors after the Effective Time (but subject to Sections 8.1(a) and assigns8.3), jointly and severallythe Stockholders, severally but not jointly, shall hold harmless and indemnify and defend each of the Parent Indemnified Parties and hold them harmless Indemnitees from and against against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly 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 of or against the Parent Indemnified Parties after the Closing to the extent resulting which arise from or arising out of as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach as of the date hereof or as of the Closing Date of any representation or warranty made set forth in Section 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, but giving effect to any update to the Disclosure Schedule delivered by the Company, any Company Subsidiary or any Stockholder in to Parent prior to the Transaction Documents, Closing); (ii) any breach or non-fulfillment of any agreement covenant or covenant obligation of the Company or any Company Subsidiary contained of the Stockholders (including the covenants set forth in the Transaction Documents which are to be performed prior to Closing, Section 4); or (iii) any breach or non-fulfillment of any agreement or covenant of the Stockholders contained in the Transaction Documents which are to be performed after the Closing, (iv) any inaccuracy in the Estimated Statement that is not adjusted through the reconciliation to the Final Statement pursuant to Section 2.4, (v) the amount of any Company Transaction Expenses not taken into account in determining Merger Consideration pursuant to Section 2.1(a), (vi) Pre-Closing Taxes except to the extent previously paid or reimbursed pursuant to Article 10, (vii) any suit or Legal Proceeding relating to actions any inaccuracy or failures to act that occurred prior to the Closing, and (viii) amounts paid holders of Dissenting Shares in excess breach of the type referred to in clause "(i)" or "(ii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 8). Except as set forth in Section 1.10, each Stockholder's several indemnification obligation for any Damages shall be such Stockholder's pro rata portion of such damages, with the Final Merger Consideration applicable to pro rata amount determined by dividing the actual cash consideration received by such holders Stockholder by the aggregate of Dissenting Shares (determined as if such holders did not hold Dissenting Shares)the cash consideration received by all of the Stockholders.