Common use of Indemnification by the Company Securityholders Clause in Contracts

Indemnification by the Company Securityholders. Subject to the terms, conditions and limitations of this Article VIII, following the Closing, the Company Securityholders shall, on a several (and not joint and several) basis (based on their relative Indemnification Pro Rata Portion), indemnify Parent and its Affiliates, and their respective successors, assigns, officers, directors, stockholders, employees and agents (collectively, the “Parent Indemnified Persons” and each, a “Parent Indemnified Person”) against, and hold them harmless from, any Loss suffered or incurred by any such Parent Indemnified Person arising or resulting from or based upon: (a) any inaccuracy in or breach of any representation or warranty of the Company contained in this Agreement or in any certificate delivered by the Company hereunder; (b) any breach or non-fulfillment of any covenant, agreement or obligation of the Company contained in this Agreement prior to Closing; (c) any claim made by any Company Stakeholder or any other alleged holder of any Company Capital Stock or rights to acquire Company Capital Stock relating to such Person’s rights with respect to the Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet; (d) any amounts (including costs and attorneys’ fees) paid to the holders of Dissenting Stockholders, including any interest required to be paid thereon, that are in excess of what such Dissenting Stockholders would have received hereunder in respect of such Dissenting Stockholders’ portion of Merger Consideration had such Dissenting Stockholders not been Dissenting Stockholders and all costs, expenses and other Losses associated with any Actions;

Indemnification by the Company Securityholders. Subject From and after the Effective Time, subject to the termslimitations set forth in Section 7.3, conditions the Company Securityholders shall (without any right of contribution, indemnification, reimbursement or comparable right against or from the Company or the Surviving Corporation), severally and limitations not jointly, indemnify and hold harmless the Purchaser, each of this Article VIIIits Subsidiaries, following and each of their respective Affiliates, and each such foregoing Person’s officers, directors, control persons, employees, stockholders, representatives, agents, assigns, successors and Affiliates (including, after the Closing, the Company Securityholders shall, on a several (and not joint and severalSurviving Corporation) basis (based on their relative Indemnification Pro Rata Portion), indemnify Parent and its Affiliates, and their respective successors, assigns, officers, directors, stockholders, employees and agents (collectively, the “Parent Purchaser Indemnified Persons” and each, a “Parent Indemnified PersonParties”) against, and hold them harmless from, against and in respect of any Loss suffered Adverse Consequences suffered, sustained, incurred or incurred paid by any such Parent Purchaser Indemnified Person arising or Party based upon, in connection with, resulting from or based upon:arising out of (without duplication): (a) any breach or inaccuracy in or breach of any representation or warranty of the Company contained set forth in this Agreement or in Agreement, the Company Disclosure Schedule, any Company Ancillary Agreement, any certificate delivered by the Company hereunderpursuant to this Agreement, and any Third Party Claim alleging facts that, if true, would constitute such a breach or inaccuracy; (b) any nonfulfillment or breach or non-fulfillment by the Representative of any covenant, covenant or agreement or obligation of the Company contained Representative set forth in this Agreement prior to Closing;Agreement. (c) any claim made by any (i) Company Stakeholder or any other alleged holder Indebtedness as of any the Closing exceeding such Company Capital Stock or rights to acquire Company Capital Stock relating to such Person’s rights with respect to the Merger Consideration, or the calculations and determinations set forth on Indebtedness identified in the Consideration SpreadsheetCertificate, (ii) the Indemnifiable Merger Expenses or (iii) Employee Transaction Related Expenses exceeding such Employee Transaction Related Expenses identified in the Consideration Certificate; (d) any amounts inaccuracies in the Spreadsheet; (including costs and attorneys’ feese) any payments paid or owed by the Surviving Corporation with respect to or in connection with any Dissenting Shares to the holders extent that the aggregate amount of Dissenting Stockholderssuch payments, including any interest required to be paid thereontogether with the aggregate amount of all Adverse Consequences with respect thereto, exceeds the consideration that are in excess of what such Dissenting Stockholders otherwise would have received hereunder been payable pursuant to Article II upon the exchange of the Dissenting Shares if such former stockholders had not exercised their dissenter’s rights; (f) any Indemnified Taxes; (g) any claim by (i) any current or former Company Securityholder, or any Affiliate, trustee or beneficiary of any Company Securityholder, based upon any alleged breach of fiduciary duty, usurping corporate opportunity or similar breach of care, loyalty or comparable claims by any officer, director or current or former Company Securityholder occurring prior to the Closing, whether or not in connection with this Agreement or the transactions contemplated by this Agreement or (ii) any officer, director or current or former Company Securityholder to indemnification or contribution by the Company with respect of such Dissenting Stockholders’ portion of to acts occurring on or prior to the Closing; and (h) any downward Merger Consideration had such Dissenting Stockholders not been Dissenting Stockholders and all costs, expenses and other Losses associated with adjustment based on the Final Closing Balance Sheet provided for in Section 2.3(b)(v) hereto (without duplication of any Actions;release from the Escrow Account to Purchaser pursuant to Section 2.3(b)(iii) or Section 2.3(b)(v)).

Indemnification by the Company Securityholders. Subject Upon the terms and subject to the terms, conditions and limitations of this Article VIII, following each of the ClosingSeller Indemnifying Parties, severally and not jointly based upon its Pro Rata Indemnity Portion, shall indemnify, defend and hold harmless Parent, Merger Sub, the Company Securityholders shall, on a several (and not joint and several) basis (based on their relative Indemnification Pro Rata Portion), indemnify Parent and its AffiliatesSurviving Corporation, and their respective successors, assignsAffiliates, officers, directors, stockholders, employees and agents Representatives (each, a “Parent Indemnified Party” and collectively, the “Parent Indemnified Persons” and each, a “Parent Indemnified PersonParties”) against, from and hold them harmless from, any Loss suffered or incurred by any such Parent Indemnified Person arising or resulting from or based upon: against (a) any Damages incurred by any Parent Indemnified Party to the extent arising out of or resulting from (without duplication): (i) any breach or inaccuracy in or breach of any representation or warranty of the Company contained set forth in this Agreement or in any certificate delivered by the Company hereunder; Agreement; (bii) any breach or non-fulfillment of any covenant, covenant or agreement or obligation of the Company contained or any Seller Indemnifying Party set forth in this Agreement prior Agreement; (iii) subject to Closing; Section 2.16(d), any inaccuracy in the amount of Acquisition Expenses or Closing Date Indebtedness set forth in the Closing Statement; (civ) any claim made by any shares of capital stock of the Company Stakeholder or any other alleged holder of any Company Capital Stock or rights to acquire Company Capital Stock relating to becoming Dissenting Shares (it being understood that such Person’s rights with respect Damages shall be limited to the amount by which the appraisal value of the Dissenting Shares is greater than the Merger Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet; (d) any amounts (including costs and attorneys’ fees) paid to the holders of Dissenting Stockholders, including any interest required to be paid thereon, that are in excess of what such Dissenting Stockholders would have received hereunder been payable in respect of such Dissenting Stockholders’ portion of Shares); (v) any claim by a Company Securityholder that the Merger Consideration had payable to such Dissenting Stockholders Person was calculated incorrectly under, or otherwise inconsistent with, the terms of the Company Funding Documents, the Company Organizational Documents, or any other applicable agreement; (vi) any Excluded Taxes and (vii) any Damages incurred by any Parent Indemnified Party arising out of or related to the actual or alleged breach or violation of the provisions in the Contracts listed on Part II of Section 3.5 of the Company Disclosure Letter (the “Specified Contracts”) prohibiting or restricting the sharing or disclosure of data or other information with Parent or its Affiliates; provided that certain Contracts included within the Specified Contracts may be removed from such definition with the prior written consent of Parent and the Securityholder Representative; and (b) fifty percent (50%) of any settlement payments, payments made pursuant to a binding judgment, or any payments of fines pursuant to a binding judgment by any Parent Indemnified Party (without duplication) in connection with the Class Action Litigation (collectively, “Litigation Losses”). Notwithstanding anything else herein, any Litigation Losses which are indemnifiable pursuant to Section 8.1(b) will not been Dissenting Stockholders and all costs, expenses and other Losses associated with any Actions;also be indemnifiable Damages pursuant to Section 8.1(a).

Indemnification by the Company Securityholders. Subject to the terms, conditions and limitations of this Article ‎Article VIII, following the Closing, the Company Securityholders shallSecurityholders, on a several (severally and not joint and several) basis jointly (based on their relative Indemnification Pro Rata Portion), shall defend, indemnify Parent and its hold harmless the Acquiror, the Merger Subs, the Surviving Company and their Affiliates, and their the respective successorsRepresentatives, assigns, officers, directors, stockholders, employees successors and agents assigns of each of the foregoing (collectively, the “Parent Acquiror Indemnified PersonsParties” and each, a an “Parent Acquiror Indemnified PersonParty”) from and against, and hold them harmless fromshall compensate and reimburse each of foregoing for, any Loss and all losses, damages, enhanced damages, liabilities, deficiencies, claims, diminution of value, interest, awards, judgments, penalties, Taxes, costs and expenses (including reasonable and documented, out-of-pocket attorneys’ fees, costs and other reasonable and documented out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (hereinafter collectively, “Losses”), asserted against, incurred, sustained or suffered or incurred by any such Parent Indemnified Person of the foregoing as a result of, arising out of or resulting from or based uponrelating to: (a) any inaccuracy in or breach of any representation or warranty of made by the Company contained in this Agreement or in any Ancillary Agreement or any schedule, or certificate delivered by pursuant hereto or thereto or in connection with the Company hereundertransactions contemplated hereby or thereby (without giving effect to any limitations or qualifications thereto, including materiality, Material Adverse Effect, knowledge or subsequent supplements or updates to the Disclosure Schedules); (b) any breach or non-fulfillment of any covenant, covenant or agreement or obligation of by the Company (but expressly excluding, for purposes of clarity, the Surviving Company) contained in this Agreement prior to Closingor any Ancillary Agreement or any schedule or certificate delivered pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby; (c) any claim made by any Company Stakeholder or any other alleged holder of any Company Capital Stock or rights to acquire Company Capital Stock relating to such Person’s rights with respect to Transaction Expenses that did not otherwise reduce the Merger Upfront Cash Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet; (d) any amounts (including costs and attorneys’ fees) paid to the holders of Dissenting Stockholders, including any interest required to be paid thereon, that are to Company Securityholders due to errors in excess of what such Dissenting Stockholders would have received hereunder in respect of such Dissenting Stockholders’ portion of Merger the Consideration had such Dissenting Stockholders not been Dissenting Stockholders and all costs, expenses and other Losses associated with Spreadsheet; and (e) any Actions;unpaid Pre-Closing Taxes.