Common use of Indemnification by the Company Shareholders Clause in Contracts

Indemnification by the Company Shareholders. Subject to the conditions and limitations set forth in Sections 9.1 and 9.2, each of the Company's shareholders shall be liable for, and shall hold Parent, the Surviving Corporation, each Subsidiary, and their respective affiliates harmless from and against, (i) any and all Taxes imposed on or with respect to the Company or any of its Subsidiaries for any taxable period (or portion thereof) ending on or before the Closing Date (a "Pre- Closing Period"), other than (x) Taxes incurred in the ordinary course of business in any taxable period (or portion thereof) beginning after the date of the Company Balance Sheet, (y) Taxes for which reserves have been provided on the Company Balance Sheet, and (z) Taxes arising out of the transactions contemplated by this Agreement (including, without limitation, Section 6.16), (ii) any and all Taxes imposed on or with respect to the Company or any of its Subsidiaries as a result of any of the Company's (or any of its Subsidiaries') being or having been a member of any group of companies that files or has filed a Tax Return on a consolidated, combined, affiliated or unitary basis for any Pre-Closing Period (other than a group the common parent of which was the Company), (iii) any and all Taxes imposed on or with respect to the Company or any of its Subsidiaries as a result of any breach or inaccuracy of any representation or warranty contained in Section 3.9 or any covenant contained in this Article X (without duplication), (iv) any and all Taxes imposed upon or with respect to Parent, the Surviving Corporation, the Company, or any of its Subsidiaries or any of their respective affiliates as a result of any inaccuracy in the certificate referred to or any in Section 7.2(i), and (v) and any and all Taxes or any other payments required to be made after the Closing Date by the Company or any of its Subsidiaries under any Tax sharing, indemnity, allocation or other similar agreement or arrangement in effect at any time on or prior to the Closing Date.

Indemnification by the Company Shareholders. (a) Subject to the terms and conditions of this Article VI, from and limitations set forth in Sections 9.1 and 9.2, each of after the Company's shareholders shall be liable for, and shall hold ParentClosing, the Surviving Corporation, each Subsidiary, Company Shareholders and their respective affiliates successors and assigns (each, with respect to any claim made pursuant to this Agreement, an “Indemnifying Party”) will severally indemnify, defend and hold harmless the Purchaser, the Purchaser Representative, their respective Affiliates and their respective officers, directors, managers, employees, successors and permitted assigns (each, with respect to any claim made pursuant to this Agreement, an “Indemnified Party”) from and against, (i) against any and all Taxes imposed on or with respect to the Company or any losses, Actions, Orders, Liabilities, damages, diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses (including reasonable expenses of its Subsidiaries for any taxable period (or portion thereof) ending on or before the Closing Date (a "Pre- Closing Period"), other than (x) Taxes incurred in the ordinary course of business in any taxable period (or portion thereof) beginning after the date of the Company Balance Sheet, (y) Taxes for which reserves have been provided on the Company Balance Sheet, investigation and (z) Taxes arising out of the transactions contemplated by this Agreement (including, without limitation, Section 6.16court costs and reasonable attorneys’ fees and expenses), (ii) any and all Taxes imposed on or with respect to the Company or any of its Subsidiaries as a result of any of the Company's (foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon any of its Subsidiaries') being or having been a member of any group of companies that files or has filed a Tax Return on a consolidated, combined, affiliated or unitary basis for any Pre-Closing Period (other than a group the common parent of which was the Company), (iii) any and all Taxes imposed on or with respect Indemnified Party to the Company extent arising in whole or any in part out of its Subsidiaries as or resulting directly or indirectly from (whether or not involving a result of any Third Party Claim): (a) the breach or inaccuracy of any representation or warranty contained in Section 3.9 or any covenant contained made by the Company set forth in this Article X (without duplication), (iv) Agreement or in any and all Taxes imposed upon or with respect to Parent, the Surviving Corporation, the Company, or any of its Subsidiaries or any of their respective affiliates as a result of any inaccuracy in the certificate referred to or any in Section 7.2(i), and (v) and any and all Taxes or any other payments required to be made after the Closing Date delivered by the Company or the Seller Representative; (b) the breach of any covenant or agreement on the part of its Subsidiaries under the Company or, after the Closing, the Purchaser, set forth in this Agreement or in any Tax sharingcertificate delivered by the Company, indemnitythe Seller Representative; or (c) any Action by Person(s) who were holders of equity securities of a Target Company, allocation including options, warrants, convertible debt or other similar agreement convertible securities or arrangement in effect at any time on or other rights to acquire equity securities of a Target Company, prior to the Closing Datearising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (d) any Indebtedness of the Target Companies as of the Closing which were not shown on the final Closing Statement pursuant to Section 1.11.