Indemnification by the Equityholders. Subject to the limitations set forth in this Article IX, the Equityholders agree to jointly and severally indemnify and hold harmless Xxxx.xxx, its Affiliates, its Subsidiaries and its and their officers, directors, employees, agents and representatives (the “Xxxx.xxx Indemnified Parties”) against all Damages incurred, sustained or suffered by Xxxx.xxx Indemnified Parties, or any of them, as a result of, arising from, caused by or related to (i) any breach or inaccuracy of a representation or warranty of any Equityholder or the Company contained in this Agreement or in any agreement or certificate delivered by or on behalf of any Equityholder or the Company pursuant to this Agreement as of the date of this Agreement and as of the Closing Date (as if such representation or warranty was made anew at and as of the Closing Date (other than representations or warranties that are specifically made as of a specific date, which shall be true and correct as of such date)) (except to the extent Xxxx.xxx has obtained a recovery for such Damages under Section 1.4), (ii) any failure by any Equityholder to perform or comply (following the Closing) with any covenant applicable to it contained in this Agreement or in any agreement or certificate delivered by or on behalf of any Equityholder in connection with this Agreement and (iii) any third-party claims related to professional services liability of the Company prior to the Closing, including without limitation claims by customers of the Company that the Company’s products or services failed to accurately calculate their tax liability. Notwithstanding anything to the contrary in this Section 9.2(a) or any similar rights to indemnification or contribution the Equityholders have by statute, in the Company’s Formation Documents or by agreement, the Equityholders (including any officer or director) shall not have any right of contribution, indemnification or right of advancement from the Company (following the Closing) or Xxxx.xxx with respect to any Damages claimed by a Xxxx.xxx Indemnified Party that gives rise to an indemnification obligation hereunder.
Indemnification by the Equityholders. 8.2.1 Subject to the other terms of this Article 8, each Equityholder agrees, individually and not jointly and severally, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, as a result of, arising out of, relating to or in connection with (a) any inaccuracy or breach of any representations or warranties of such Equityholder contained in Article 3 (if such Equityholder is a Seller) or contained in the Equityholder’s Stock Option Cancellation Agreement (if such Equityholder is a Majority Optionholder), or (b) any breach of any covenant of such Equityholder contained in this Agreement or contained in the Equityholder’s Stock Option Cancellation Agreement (if such Equityholder is a Majority Optionholder). Each Equityholder shall, subject to, for greater certainty, Sections 8.4.4 and 8.4.5, be responsible for 100% (as opposed to such Equityholder’s Pro Rata Portion) of the Losses arising under this Section 8.2.1 and no other Equityholder shall have any liability for the same.
Indemnification by the Equityholders. From and after the Closing, and subject to the terms of this Agreement, the Equityholders (collectively, the “Equityholder Indemnifying Parties”) shall, severally (on a pro rata basis in accordance with each such Equityholder Indemnifying Party’s Indemnification Percentage) and not jointly, indemnify, defend and hold harmless Purchaser, Surviving Corporation and their Affiliates, equity holders (which, for the avoidance of doubt shall not include any Equityholders) and Representatives (collectively, the “Purchaser Indemnified Parties”) from and against Losses that any Purchaser Indemnified Party actually incurs or suffers resulting from or arising out of any breach or failure to be true and correct of the Company Fundamental Representations.
Indemnification by the Equityholders. The Equityholders, jointly and severally, shall defend, indemnify and hold harmless each Company, Purchaser, IBP and their respective managers, officers, directors, employees, agents, equityholders, partners, Affiliates and successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against and pay or reimburse the Indemnified Parties for any and all Indemnified Losses resulting from, relating to, or arising directly or indirectly out of:
Indemnification by the Equityholders. The Equityholders, severally and not jointly, shall indemnify and hold harmless Parent and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls Parent within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by applicable Legal Requirements, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary, final or summary Prospectus included in the Registration Statement, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to the Equityholder furnished to Parent by or on behalf the Equityholder specifically for inclusion therein; provided, however, that (i) the indemnity contained herein is limited in all respects to statements or omissions made in reliance upon and in conformity with the Equityholder Information, (ii) the total amount to be indemnified by the Equityholder pursuant to Section 2 shall be limited to the net proceeds (after deducting underwriting discounts and commissions) received by the Equityholder in the offering to which the Registration Statement or Prospectus relates, and (iii) the Equityholder shall not be liable in any case to the extent that prior to the filing of the Registration Statement, or any amendment thereof or supplement thereto, the Stockholder Representative or any Equityholder has furnished in writing to Parent, information expressly for use in, and within a reasonable period of time prior to the effectiveness of the Registration Statement, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to Parent.
Indemnification by the Equityholders. (a) Subject to the limitations set forth in Section 9.2, from and after the Effective Time, by virtue of the adoption by the Equityholders of this Agreement (regardless of whether or not an Equityholder has actually voted his, her or its Company Equity Interests in favor of adoption of this Agreement), each Equityholder shall severally and not jointly indemnify and hold the Purchaser and its Affiliates (the “Purchaser Indemnified Parties”) harmless from and against all claims, liabilities, obligations, costs, damages, losses and expenses (including reasonable attorneys’ fees and costs of investigation) of any nature (collectively, “Losses”) arising out of or relating to:
Indemnification by the Equityholders. (a) Subject to the other terms and conditions of this Agreement, the Equityholders shall, jointly and severally, indemnify, defend and hold harmless Parent, MergerCo and, effective at the Closing, without duplication, the Surviving Company and their respective officers, directors and members of their boards or representatives (each a “Parent/MergerCo Indemnified Party”) to the extent of any Losses asserted against, imposed upon or incurred or sustained by any of the Parent/MergerCo Indemnified Parties, as the same are incurred, arising out of, relating to, resulting from, or in whole or in part sustained in connection with:
Indemnification by the Equityholders. (a) Subject to the other terms and conditions of this Article 10, CFC IPA, IPA Equityholder and IPA Beneficial Owner shall indemnify and defend the Buyer Parties and their respective Affiliates and their respective successors, assigns, heirs and Representatives (collectively, the “PC Bxxxx Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Damages incurred or sustained by, or imposed upon, the PC Bxxxx Indemnitees based upon, arising out of, with respect to or by reason of:
Indemnification by the Equityholders. Each of the Equityholders (i) jointly and severally up to the amount of the Indemnity Escrow Fund and (ii) severally, but not jointly, for any amounts in excess of the Indemnity Escrow Fund, hereby agrees to indemnify, reimburse and hold Purchaser, the Company and their respective directors, officers, employees, Affiliates, stockholders, members, partners, agents, attorneys, representatives, successors and assigns (collectively, “Purchaser Indemnified Parties”) harmless from and against, and to pay to the applicable Purchaser Indemnified Parties, the amount of any and all losses, liabilities, obligations, deficiencies, judgments, damages, interest, fines, assessments, costs and expenses (including reasonable costs of investigation and defense and reasonable attorneys’ fees) (individually, a “Loss” and, collectively, “Losses”) incurred by such Purchaser Indemnified Party arising out of or resulting from:
Indemnification by the Equityholders. From and after the Effective Time, the Equityholders shall, jointly and severally, indemnify and fully defend, save and hold Parent, any subsidiary of Parent, any Affiliate of Parent and any of their respective directors, officers, employees, representatives and agents (the “Indemnitees”), harmless if any Indemnitee shall at any time or from time to time suffer any Loss arising out of or resulting from, or shall pay or become obliged to pay any sum on account of, any suit, action, investigation, claim or proceeding (each, a “Proceeding”), which Proceeding arises out of or results from:
