Common use of Indemnification by the Company Stockholders Clause in Contracts

Indemnification by the Company Stockholders. Subject to the limitations set forth herein, from and after the Effective Time, the stockholders of the Company and the holders of CVC Warrants will on a several (not joint) and pro rata basis based on the percentage of Merger Consideration received by such stockholder or holder of a CVC Warrant defend and indemnify Parent (and, after the Closing, the Surviving Corporation) and its Affiliates, directors, officers, stockholders, successors and assigns (collectively, the "Parent Indemnitees") against and hold each of them harmless from any and all losses, liabilities, Taxes, claims, suits, proceedings, demands, judgments, damages, expenses and costs, including, without limitation, reasonable counsel fees, costs and expenses (collectively, "Losses") incurred in the investigation, defense or settlement of any claims covered by this indemnity which any such Parent Indemnitee may suffer or incur by reason of or against the inaccuracy or breach of any of the representations, warranties, covenants, obligations or agreements of the Company contained in this Agreement or any document, certificate or agreement delivered pursuant hereto (the "Indemnifiable Damages"). The stockholders of the Company and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees for Parent Indemnifiable Damages pursuant to this Section 8.2 only if a claim for indemnification is made by the Parent Indemnitees prior to the Expiration Date in the manner set forth in Section 8.6 below. The stockholders of the Company and the holders of CVC Warrants acknowledge that such Parent Indemnifiable Damages would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the aggregate Merger Consideration. The Parent Indemnitees shall not be entitled to assert any claim for indemnification pursuant to this Section 8.2 (other than with respect to Section 4.3, 4.24 or 4.25) unless and until the amount of Indemnifiable Damages sustained by any such Parent Indemnitee with respect to any individual matter exceeds $20,000. The stockholders of the Company and holders of CVC Warrants shall not be obligated to indemnify any such Parent Indemnitee with respect to any Indemnifiable Damages (other than Indemnifiable Damages arising out of or related to the inaccuracy or breach of any of the representations and warranties in Sections 4.3, 4.24 or 4.25) as to which any such Parent Indemnitee is otherwise entitled to assert a claim for indemnification unless and until the aggregate amount of the Indemnifiable Damages attributable to Parent Indemnitees equals $1,500,000 (the "Basket Amount"); provided, however, that thereafter the Indemnifying Party shall indemnify Parent Indemnitees for any amounts in excess of, and not including, the Basket Amount. Other than with respect to Indemnifiable Damages related to the inaccuracy or breach of any of the representations and warranties contained in Sections 4.3, 4.24 or 4.25 (which shall not be subject to any limitation), the aggregate liability of the stockholders of the Company and the holders of CVC Warrants for Indemnifiable Damages under this Section 8.2 shall be limited to Twenty Million Dollars ($20,000,000).

Indemnification by the Company Stockholders. Subject (a) From and after the Closing and subject to the limitations set forth herein, from and after the Effective Timein this ARTICLE VIII, the stockholders Company Stockholders (which for purposes of the this Article VIII shall include all Company Owners), severally and the holders of CVC Warrants will on a several (not joint) and pro rata basis based on the percentage of Merger Consideration received by such stockholder or holder of a CVC Warrant jointly, shall indemnify, defend and indemnify hold harmless Parent and its Affiliates (and, which shall include the Surviving Corporation and its Subsidiaries after the Closing, the Surviving Corporation) and its Affiliatestheir respective partners, stockholders, directors, officers, attorneys, managers, representatives, stockholders, employees, successors and assigns (collectively, the "“Parent Indemnitees"”) from and against and hold each of them harmless from any and all lossesloss, liabilitiesLiability, Taxes, claims, suits, proceedings, demandsaction or cause of action, judgments, damagessettlement, expenses Tax, interest or demand and costs, including, without limitation, reasonable counsel fees, costs and expenses (collectively, "Losses") incurred all amounts paid in the investigation, defense or settlement of any claims covered by this indemnity which any such Parent Indemnitee may suffer or incur by reason of or against the inaccuracy or breach of any of the representationsforegoing (collectively, warranties“Losses”), covenantsdirectly or indirectly, obligations or agreements of the Company contained in this Agreement or any document, certificate or agreement delivered pursuant hereto (the "Indemnifiable Damages"). The stockholders of the Company and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees for Parent Indemnifiable Damages pursuant to this Section 8.2 only if a claim for indemnification is made by the Parent Indemnitees prior to the Expiration Date in the manner set forth in Section 8.6 below. The stockholders of the Company and the holders of CVC Warrants acknowledge that such Parent Indemnifiable Damages would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the aggregate Merger Consideration. The Parent Indemnitees shall not be entitled to assert any claim for indemnification pursuant to this Section 8.2 (other than connection with respect to Section 4.3, 4.24 or 4.25) unless and until the amount of Indemnifiable Damages sustained by any such Parent Indemnitee with respect to any individual matter exceeds $20,000. The stockholders of the Company and holders of CVC Warrants shall not be obligated to indemnify any such Parent Indemnitee with respect to any Indemnifiable Damages (other than Indemnifiable Damages arising out of or related to the resulting from (i) any inaccuracy in, or breach of of, any of the representations and warranties in Sections 4.3ARTICLE III hereof and in the certificate furnished pursuant hereto by the Company on the Closing Date, 4.24 (ii) any breach or 4.25) as nonfulfillment of any covenant or agreement made by the Company in or pursuant to this Agreement or the other Transaction Documents to which the Company is or will become a party, (iii) any such Parent Indemnitee is otherwise entitled to assert a claim for indemnification unless and until Claim of any nature by any Company Stockholder or holder of Company Options or Company Warrants arising out of or in connection with this Agreement, the aggregate amount Merger or the amendment or termination of the Indemnifiable Damages attributable to Parent Indemnitees equals $1,500,000 Option Plan or the amendment of Company Warrants (other than the "Basket Amount"extension of Warrant #4); provided, however(iv) any inaccuracy in, that thereafter the Indemnifying Party shall indemnify Parent Indemnitees for any amounts in excess or breach of, and not including, the Basket Amount. Other than with respect to Indemnifiable Damages related to the inaccuracy or breach of any of the representations and warranties set forth in a Stockholder Letter delivered to Parent by a Company Owner (the liability for which, notwithstanding any other provision contained in Sections 4.3this Agreement, 4.24 or 4.25 (which shall not be subject to any limitationrest solely with the Company Stockholder signing such Stockholder Letter), the aggregate liability (v) any amount payable in respect of any Dissenting Share (on a per share basis) in excess of the stockholders of Merger Consideration (on a per share basis) and reasonable cost and expenses defending any Claim involving Dissenting Shares, (vi) the Company Disclosed IP Matters, or (vii) the Wage and the holders of CVC Warrants for Indemnifiable Damages under this Section 8.2 shall be limited to Twenty Million Dollars ($20,000,000)Hour Matters.

Indemnification by the Company Stockholders. Subject to the limitations set forth herein(a) The Company Stockholders shall, from severally and after the Effective Timenot jointly (in accordance with their Pro Rata Shares) indemnify, the stockholders of the Company and the holders of CVC Warrants will on a several (not joint) and pro rata basis based on the percentage of Merger Consideration received by such stockholder or holder of a CVC Warrant defend and indemnify Parent (andhold harmless Parent, after the Closing, Merger Subsidiary and the Surviving Corporation) , each of their respective successors and its Affiliates, assigns and their respective directors, officers, stockholdersagents, successors representatives and assigns employees (collectively, the "“Parent Indemnitees"Indemnified Parties”) from and against and hold each of them harmless from any and all lossesall, liabilitieswithout duplication, Taxesliability, claimsloss, suitsdamage, proceedingsclaim, demandscharge, judgmentsaction, damagessuit, expenses proceeding, investigation, deficiency, Tax, interest, penalty, reasonable cost and costs, reasonable expense (including, without limitation, reasonable counsel attorneys’ fees, costs and expenses ) that (collectively, "Losses"a) incurred in the investigation, defense or settlement of any claims covered by this indemnity which any such Parent Indemnitee may suffer or incur by reason of or against the inaccuracy or breach of any of the representations, warranties, covenants, obligations or agreements of the Company contained in this Agreement or any document, certificate or agreement delivered pursuant hereto (the "Indemnifiable Damages"). The stockholders of the Company and the holders of the CVC Warrants shall be obligated to indemnify the Parent Indemnitees for Parent Indemnifiable Damages pursuant to this Section 8.2 only if a claim for indemnification is made by the Parent Indemnitees prior to the Expiration Date in the manner set forth in Section 8.6 below. The stockholders of the Company and the holders of CVC Warrants acknowledge that such Parent Indemnifiable Damages would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the aggregate Merger Consideration. The Parent Indemnitees shall not be entitled to assert any claim for indemnification pursuant to this Section 8.2 (other than with respect to Section 4.3, 4.24 or 4.25) unless and until the amount of Indemnifiable Damages sustained by any such Parent Indemnitee with respect to any individual matter exceeds $20,000. The stockholders of the Company Third-Party Claim, are actually paid by an Indemnified Party and holders of CVC Warrants shall not be obligated to indemnify any such Parent Indemnitee (b) with respect to any Indemnifiable Damages claim that is not a Third-Party Claim, exclude any punitive damages or damages pursuant to statute that provide for multiple-based damages (other than Indemnifiable Damages arising out of or related a “Loss”) to the extent imposed on, incurred or suffered by or asserted against any Parent Indemnified Party, to the extent such Loss results from or arises out of: any breach or inaccuracy or breach of any of the representations and warranties made by the Company in Sections 4.3this Agreement or any Ancillary Document, 4.24 or 4.25) as to which any such Parent Indemnitee is otherwise entitled to assert a claim for indemnification unless and until the aggregate amount failure of the Indemnifiable Damages attributable Company to Parent Indemnitees equals carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or any Ancillary Document; (iii) any claim made by any Company Stockholder, Optionholder or Warrantholder relating to such Person’s rights with respect to the Merger Consideration or any other consideration hereunder, or the calculations and determinations set forth on the Consideration Spreadsheet; (iv) any amounts paid to the holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares; (v) Net Debt in excess of $1,500,000 8,000,000; or (vi) any Company Transaction Expenses outstanding as of the "Basket Amount")Closing to the extent not paid or satisfied by the Company or a Subsidiary at or prior to the Closing; provided, however, that thereafter the Indemnifying Party Parent Indemnified Parties shall indemnify Parent Indemnitees for any amounts have the right to be indemnified, held harmless from, defended or reimbursed under Section 11.1(a)(i) in excess of, and not including, the Basket Amount. Other than with respect to Indemnifiable Damages related to the inaccuracy or breach of any of the representations and warranties contained in Sections 4.3, 4.24 or 4.25 (which shall not be subject to any limitation), the aggregate liability of the stockholders of made by the Company only if such right is asserted (whether or not such Losses have actually been incurred) on or before the respective dates set forth below: For Representations and Warranties Set Forth in the holders of CVC Warrants for Indemnifiable Damages under this Section 8.2 shall Following Sections: All Claims Must be limited to Twenty Million Dollars ($20,000,000).Asserted by: