Common use of Indemnification by the Equityholders Clause in Contracts

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 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 of the Fundamental Representations or the representations and warranties contained in Sections 3.3 and 4.14, (b) any inaccuracy or breach of the Specified IP Representation, (c) the items described in Section 4.14 of the Disclosure Schedule, (d) any Indebtedness of the Corporation or Sellers’ Expenses to the extent not included in the determination of the Final Purchase Price and (e) the dispute described in Item 3 of Section 4.33 of the Disclosure Schedule.

Indemnification by the Equityholders. 8.2.1 (a) Subject to the other terms and conditions of this Article 810, each CFC IPA, IPA Equityholder agrees, individually and not jointly IPA Beneficial Owner shall indemnify and severally, to indemnify defend the Buyer Indemnitees 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 against, and shall pay on behalf and reimburse each of them for, any and all Damages incurred or reimburse any such Buyer sustained by, or imposed upon, the PC Bxxxx Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, as a result ofbased upon, arising out of, relating with respect to or in connection with by reason of: (ai) any breach or inaccuracy of any of the representations or warranties of the IPA Equityholder or CFC IPA as set forth in Article 3 or Article 4 of this Agreement or any Transaction Documents delivered by the IPA Equityholder or CFC IPA; (ii) any failure to perform or breach of any representations covenant or warranties agreement of such IPA 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 CFC IPA contained in this Agreement or contained any Transaction Document delivered by the IPA Equityholder or CFC IPA; (iii) any Indebtedness of CFC IPA incurred or owed by CFC IPA prior to the Initial Closing but not discharged at or prior to the Initial Closing (except, in each case, to the extent deducted from the Initial Closing Payment 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) calculation thereof or taken into account in the determination of any Final Initial Closing Adjustment and/or Final Calculation of the Losses arising under this Section 8.2.1 and no Initial Closing Payment); (iv) any Excluded Liabilities; (v) any Company Transaction Expenses of IPA Equityholder, CFC IPA, IPA Beneficial Owner or their respective Affiliates (other Equityholder shall have than AHMS or its subsidiaries or any liability for of the sameAHMS Equityholders) incurred by such Person prior to the Initial Closing or owed by such Person but not discharged at or prior to the Initial Closing (except, in each case, to the extent deducted from the Initial Closing Payment in the calculation thereof or taken into account in the determination of any Final Initial Closing Adjustment and/or Final Calculation of the Initial Closing Payment); (vi) any Fraud committed by or on behalf of the IPA Equityholder, the IPA Beneficial Owner or CFC IPA; or (vii) the (i) Option Agreement, dated December 27, 2022, with Mxxx Xxxxxxxx, as Trustee of the Mxxx Xxxxxxxx Family Irrevocable Trust, dated December 6, 2022, or (ii) Option Agreement, dated December 27, 2022, with Axxx X. Xxxxxxxx, as Trustee of the Axxx Xxxxxxxx Family Irrevocable Trust. 8.2.2 (b) Subject to the other terms and conditions of this Article 810, Pxxxxxxx Partners shall have the AHMS Equityholders shall, on a joint and several obligationbasis, indemnify and defend the PC Buyer Indemnitees, the Plan Companies after the Second Closing, and each other Equityholder their respective Affiliates and their respective successors, assigns, heirs and Representatives (together with the PC Buyer Indemnitees, the “Buyer Indemnitees”) against, and 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 against, and shall pay on behalf and reimburse each of them for, any and all Damages incurred or reimburse any such sustained by, or imposed upon, the Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, as a result ofbased upon, arising out of, relating with respect to or in connection with by reason of: (ai) any breach or inaccuracy of any of the representations or warranties concerning any Plan Company set forth in Article 4 of this Agreement or any Transaction Document; (ii) any failure to perform or breach of any representation covenant 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 agreement of any covenant of the Corporation Plan Company contained in this Agreement that is required to be performed or any Transaction Document; (iii) any Indebtedness of a Plan Company incurred prior to the ClosingSecond Closing or owed by such Person but not discharged at or prior to the Second Closing (except, in each case, to the extent deducted from the Second Closing Payment in the calculation thereof or taken into account in the determination of any Final Calculation of the Second Closing Payment); (iv) any Company Transaction Expenses of any Plan Company incurred prior to the Second Closing or owed by such Persons but not discharged at or prior to the Second Closing (except, in each case, to the extent deducted from the Second Closing Payment in the calculation thereof or taken into account in the determination of any Final Calculation of the Second Closing Payment); (v) any inaccuracy in the Closing Payments Schedule; or (vi) any Fraud committed by or on behalf of any Plan Company or any AHMS Equityholder, in each instance, solely with respect to the Plan Companies and Plan Business. 8.2.3 (c) Subject to the other terms and conditions of this Article 810, Pxxxxxxx Partners shall have a joint each of the AHMS Equityholders shall, severally and several obligationnot jointly, indemnify and each other Equityholder shall have a several obligation in accordance with their Pro Rata Portion, to indemnify defend the Buyer Indemnitees against, and shall hold each of them harmless from and against against, and shall pay on behalf and reimburse each of them for, any and all Damages incurred or reimburse any such sustained by, or imposed upon, the Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, as a result ofbased upon, arising out of, relating with respect to or in connection with by reason of: (ai) any breach or inaccuracy of any of the representations or warranties set forth in Article 3 of this Agreement by such AHMS Equityholder; (ii) any failure to perform or breach of any covenant or agreement of such AHMS Equityholder contained in this Agreement or any Transaction Document; (iii) any Indebtedness of such Equityholder or any of its respective Affiliates, in each instance arising from or relating to a Plan Company, incurred prior to the Second Closing or owed by such Persons prior to the Second Closing but not discharged at or prior to the Second Closing (except, in each case, to the extent deducted from the Second Closing Payment in the calculation thereof or taken into account in the determination of any Final Calculation of the Fundamental Representations Second Closing Payment); or (iv) any Company Transaction Expenses of such Equityholder or its respective Affiliates incurred prior to the Second Closing or owed by such Persons prior to the Second Closing but not discharged at or prior to the Second Closing (except, in each case, to the extent deducted from the Second Closing Payment in the calculation thereof or taken into account in the determination of any Final Calculation of the Second Closing Payment). (d) The amount of any Damages that are subject to indemnification under this Article 10 shall be calculated net of any amounts actually recovered by the Buyer Indemnitee under insurance policies in connection with such Damages (including the R&W Insurance Policy), net of any insurance deductibles. The Buyer Parties shall use their reasonable commercial efforts to recover all amounts payable from an insurer or other third party under any such insurance policy or Contract (including the R&W Insurance Policy) prior to seeking indemnification hereunder. In the event that a recovery is made by a Buyer Indemnitee with respect to any Damages for which such Buyer Indemnitee has already been indemnified hereunder, then a refund equal to the amount of the recovery shall be made promptly (as applicable) to CFC IPA or the AHMS Equityholders in accordance with the Pro Rata Portion, as applicable. (e) All of the representations and warranties set forth in this Agreement or any certificate or schedule that are so qualified as to “material,” “materiality,” “material respects,” “Material Adverse Effect” or words of similar import or effect shall be deemed to have been made without such qualification for purposes of determining (i) whether a breach of such representation or warranty has occurred and (ii) the amount of Damages resulting from, arising out of or relating to any such breach of such representation or warranty; provided, however, that (i) such qualifications shall not be disregarded (x) in determining whether Fraud exists, or (y) with respect to references of the defined terms “Material Contract” or “Material Permits”, and (ii) the term “Material Adverse Effect” contained in Sections 3.3 and 4.14, clause (ba) of Section 4.6 shall not be ignored for purposes of determining any such inaccuracy or breach of the Specified IP Representation, (c) the items described in Section 4.14 of the Disclosure Schedule, (d) any Indebtedness of the Corporation or Sellers’ Expenses to the extent not included in the determination of the Final Purchase Price and (e) the dispute described in Item 3 of Section 4.33 of the Disclosure Schedulethereof.

Indemnification by the Equityholders. 8.2.1 (a) Subject to the other terms of limitations set forth in this Article 8X, each Equityholder agreeshereby covenants and agrees that to the fullest extent permitted by Law, individually and not jointly and severallysuch Equityholder will defend, to indemnify the Buyer Indemnitees and hold each harmless Parent, Purchaser and their respective officers, directors, managers, employees, agents and Affiliates and successors and assigns of them harmless the foregoing (collectively, the “Purchaser Indemnified Parties”) for, from and against any and pay on behalf of or reimburse all Losses actually sustained by 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 Persons following the Closing resulting from: (if such Equityholder is a Seller) or contained in the Equityholder’s Stock Option Cancellation Agreement (if such Equityholder is a Majority Optionholder), or (bi) any breach of any covenant of a representation or warranty made by such Equityholder in Article III; (ii) any breach of a representation or warranty made by the Acquired Entities in Article IV; (iii) any breach by the Acquired Entities or such Equityholder of any agreement or covenant contained in this Agreement; and/or (iv) any claim by any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding alleged to have been made by such Person with the Acquired Entities, Subsidiaries or the Equityholders or representatives thereof in connection with this Agreement or contained in any of the Equityholder’s Stock Option Cancellation Agreement (if such transactions contemplated hereby. To the extent any 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 pays more than such Equityholder’s Pro Rata Portion) Portion of the Losses arising under this Section 8.2.1 and no other any Losses, such Equityholder shall have any liability for the same. 8.2.2 Subject right to seek contribution from 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 Equityholders that paid less than their Pro Rata PortionPortion of such Losses. This Section 10.1 shall not apply to Losses related to Taxes, to indemnify which shall be the Buyer Indemnitees and hold each subject of them harmless from and against and pay on behalf of Section 8.2. (b) No examination, inspection or reimburse any such Buyer Indemnitees in respect audit of the entirety properties, financial condition or other matters of any Loss which such Buyer Indemnitee suffersthe Acquired Entities, sustains Subsidiaries and the Business conducted by Parent, or becomes subject to, as a result of, arising out of, relating to or Purchaser in connection with (a) this Agreement will in any inaccuracy way limit, affect or breach impair the ability of any representation Parent or warranty of Purchaser to rely on the Corporation contained in Article 4representations, other than warranties, covenants and agreements made by the Fundamental Representations, the Specified IP Representation Acquired Entities or the representations and warranties contained in Sections 3.3 and 4.14, or (b) any breach of any covenant of the Corporation Equityholders that are contained in this Agreement that is required to be performed prior Agreement, the Schedules and Exhibits hereto and the Ancillary Agreements (except with respect to the ClosingMerger Agreement, for which indemnification under such agreement is governed by the Merger Agreement). 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 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 of the Fundamental Representations or the representations and warranties contained in Sections 3.3 and 4.14, (b) any inaccuracy or breach of the Specified IP Representation, (c) the items described in Section 4.14 of the Disclosure Schedule, (d) any Indebtedness of the Corporation or Sellers’ Expenses to the extent not included in the determination of the Final Purchase Price and (e) the dispute described in Item 3 of Section 4.33 of the Disclosure Schedule.

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 Xxxxxxxx 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 Xxxxxxxx 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 of the Fundamental Representations or the representations and warranties contained in Sections 3.3 and 4.14, (b) any inaccuracy or breach of the Specified IP Representation, (c) the items described in Section 4.14 of the Disclosure Schedule, (d) any Indebtedness of the Corporation or Sellers’ Expenses to the extent not included in the determination of the Final Purchase Price and (e) the dispute described in Item 3 of Section 4.33 of the Disclosure Schedule.