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.
8.2.2 Subject to the other terms of this Article 8, Pxxxxxxx Partners shall have a joint and several obligation, and each other Equityholder shall have a several obligation in accordance with their Pro Rata Portion, 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 representation or warranty of the Corporation contained in Article 4, other than the Fundamental Representations, the Specified IP Representation or the representations and warranties contained in Sections 3.3 and 4.14, or (b) any breach of any covenant of the Corporation contained in this Agreement that is required to be performed prior to the Closing.
8.2.3 Subject to the other terms of this Article 8, Pxxxxxxx Partners shall have a joint and several obligation, and each other Equityholder shall have a several obligation in accordance with their Pro Rata Portion, 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 ...
Indemnification by the Equityholders. Subject to Sections 5.1 and 5.5, each of the Equityholders severally, but not jointly, shall indemnify and hold Purchaser, the Company, the Surviving Corporation 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:
(a) the failure of any of the representations or warranties made by the Company (i) in this Agreement to be true and correct in all respects as of the date hereof or on the Closing Date or (ii) in the certificates delivered pursuant to Sections 1.13(a)(i) and (iv) to be true and correct in all respects as of the Closing Date (in each case, disregarding any qualifications as to Material Adverse Effect, materiality or phrases of like import contained in such representations and warranties);
(b) the breach of any covenant or other agreement on the part of the Company under this Agreement;
(c) any Company Transaction Expenses not paid prior to or at the Closing or pursuant to Section 1.12;
(d) any Indebtedness of the Company existing prior to the Closing and not paid prior to or at the Closing or pursuant to Section 1.12; or
(e) any failure by the Company to obtain the consent or approval of any Person that is a party to a Contract and whose consent or approval is required as set forth on Schedule 2.3(b) prior to the Closing (including, for the avoidance of doubt, any Losses that constitute consent fees or similar payments made after the Closing to obtain any such consents or approvals).
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, 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. 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:
(a) the failure of any of the representations or warranties made by the Company in this Agreement to be true and correct;
(b) the breach, non-compliance or non-fulfillment by the Equityholders or, prior to the Closing, the Company of any covenant or other agreement on the part of the Equityholders or the Company under this Agreement; and
(c) any inaccuracy in the Payment Schedule.
Indemnification by the Equityholders. Subject to the other terms of this Section 6.3, the Equityholders will, severally but not jointly, in accordance with their Pro Rata Share, defend, indemnify and hold harmless Parent, Merger Subs, the Surviving Company and each of their respective Representatives (collectively, the “Parent Indemnified Parties”), from and against and in respect of any and all losses, liabilities, obligations, claims, actions, damages, judgments, penalties, fines, settlements and expenses, including reasonable attorneys’ fees (collectively, “Losses”), incurred by any of the Parent Indemnified Parties arising out of, based upon or related to (i) any breach or inaccuracy of any representations or warranties made by the Company in this Agreement, (ii) any breach of or failure to comply with any covenant or agreement made by any of the Company in this Agreement, or (iii) any Company Taxes for any Tax period (or portion thereof) ending on or prior to the Closing Date, excluding 50% of any Transfer Taxes incurred in connection with this Agreement or any of the Contemplated Transactions. “Transfer Taxes” shall mean any transfer, documentary, sales, use, stamp, registration and other substantially similar Taxes and fees.
Indemnification by the Equityholders. Subject to the other terms of this Section 6.1, from and after the Closing Date, each Equityholder will, severally but not jointly, in accordance with each such Equityholder’s Pro Rata Portion, defend, indemnify and hold harmless Parent, Merger Sub, the Surviving Company and each of their respective Representatives (collectively, the “Parent Indemnified Parties”), from and against and in respect of any and all losses, liabilities, obligations, claims, actions, damages, judgments, penalties, fines, settlements and expenses, including reasonable attorneys’ fees (collectively, “Losses”), resulting from or incurred by any of the Parent Indemnified Parties arising out of or related to (i) any breach or inaccuracy of any representations or warranties made by the Company in this Agreement, (ii) any breach of or failure to comply with any covenant or agreement made by any of the Company in this Agreement, (iii) any unpaid Company Tax, or (iv) any intentional fraud committed by the Company or its Representatives.
Indemnification by the Equityholders. Subject to the terms, conditions and limitations of this Agreement, following the Closing, the Equityholders shall, on a several (and not joint and several) basis (based on their relative Pro Rata Portion), solely through recovery from the Indemnity Escrow Funds (except with respect to Section 12.1(b) below), indemnify and defend Parent and its Affiliates, and their respective successors, assigns, officers, directors, stockholders, employees, representatives and agents (collectively, the “Parent Indemnified Persons” and each, a “Parent Indemnified Person”) against, and hold them harmless from, (a) any Loss suffered or incurred by any such Parent Indemnified Person arising or resulting from or based upon any of the following: (i) the breach of any covenant of Representative contained in this Agreement to be performed after the Closing, (ii) any amounts owing by the Equityholders pursuant to Section 10.1(g) or 10.1(h), (iii) amounts paid to holders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of the Final Per Share Merger Consideration that such holders of Dissenting Shares would have received pursuant to Section 2.6(a) and (iv) those matters set forth on Schedule 12.1; and (b) any amounts recoverable from the Equityholders pursuant to Section 10.1(d).
Indemnification by the Equityholders. Subject to the limitations set forth in this Article VIII, from and after the Closing, the Equityholders shall, severally and not jointly, based on their respective Indemnification Pro Rata Percentages (except as otherwise expressly provided herein), indemnify, defend and hold harmless Purchaser, the Surviving Corporation and each of their respective Affiliates, and each of the equityholders, partners and Representatives of the foregoing, and any Person claiming by or through any of them (each, a “Purchaser Indemnified Party”), against and in respect of any and all Damages arising out of, resulting from, or incurred in connection with: (a) any inaccuracy in or breach of any Company Fundamental Representations; (b) any Pre-Closing Taxes (to the extent such amounts were not taken into account in the determination of the Actual Closing Consideration); (c) the breach of, or failure to perform or observe, any covenant or agreement to be performed by any Equityholder or the Equityholder Representative hereunder; (d) any claim or demand (and the defense of any such claim or demand) made by any Equityholder relating to the Transactions, including that any Equityholder or other Person (i) is entitled to receive any amount in connection with the Transactions in excess of what such Person is entitled to receive pursuant to the terms hereof, including in connection with, or as a result of, (A) any demand for appraisal pursuant to Section 262 of the DGCL or otherwise, (B) any Contract with the Company, (C) any Law or (D) any claim of ownership not disclosed hereunder and (ii) did not receive what such Person is entitled to receive pursuant to the terms hereof due to any actual or alleged errors, omissions or inaccuracies in the Closing Certificate or any allocation, distribution or payment made in accordance with the Closing Certificate; (e) any Fraud by the Equityholders, the Equityholder Representative or (as it relates to actions or omissions prior to the Closing) the Company in connection with this Agreement or any of the other Transaction Documents; (f) the matters set forth on Schedule 8.02(f); or (g) the matters set forth on Schedule 8.02(g), so long as such matters remain subject to specific exclusions under the R&W Policy. Section 8.03
