Indemnification by the Company Converting Holders Clause Samples

Indemnification by the Company Converting Holders. From and after the Effective Time, the Company Converting Holders, severally in respect of each such holder’s Pro Rata Share and not jointly, shall indemnify and hold harmless HoldCo and its Subsidiaries from and against any and all Losses actually suffered or incurred by HoldCo and its Subsidiaries to the extent resulting from: (a) any breach by the Company of any of its representations or warranties contained in Article III, in each case as of the date of this Agreement or as of the Closing Date as though made on and as of the Closing Date (or, in the case of representations and warranties that by their terms speak specifically as of another date, as of such date); provided, that notwithstanding the foregoing, the United Converting Holder shall indemnify for all Losses to the extent resulting from any breach by the Company of any of its representations and warranties contained in Section 3.14(p) and the other Company Converting Holders shall not be responsible therefor; (b) any breach by the Company of any of its covenants or agreements contained in this Agreement; (c) any breach by a Company Converting Holder of any of its covenants or agreements contained in this Agreement or any fraud by or on behalf of such Company Converting Holder in connection with the Mergers, the Stock Purchase or the other Transactions; provided that with respect to this clause (c), each Company Converting Holder shall be responsible solely for any such breach or fraud by such Company Converting Holder and not by any other Company Converting Holder, in its entirety and not severally; (d) any fraud by or on behalf of the Company in connection with the Mergers, the Stock Purchase or the other Transactions; and (e) any inaccuracy in the information set forth in the Spreadsheet.