Common use of Indemnification by the Securityholders Clause in Contracts

Indemnification by the Securityholders. If the Closing of the Merger shall occur, then, subject to the provisions of this Section 10.6, the Securityholders shall indemnify and hold harmless TSA, the Surviving Corporation, and their respective affiliates from and against all damages ("Losses") arising from any misrepresentation or breach of warranty, covenant or agreement made by the Company in this Agreement or in any document, instrument or certificate delivered pursuant hereto; provided, however, that the Securityholders shall be liable for Losses only to the extent the aggregate amount of such Losses exceeds $250,000, but if the aggregate amount of Losses exceeds $250,000, the Securityholders also shall be liable for the first $250,000 thereof; provided further that in no event shall the Securityholders' indemnity obligations under this Section 10.6 for Losses exceed the amount of the Escrowed Shares. The Buying Parties, the Company and their respective Affiliates in their capacities as indemnitees under this Section 10.6 shall not have general recourse against the assets of the Securityholders in respect of their indemnification obligations under this Section 10.6, but rather the sole recourse for collection in respect of such indemnification obligations in respect of Losses shall be limited to application of the Escrowed Shares as provided in this Article X and as so limited the indemnification obligations of the Securityholders shall be joint but not several. Notwithstanding anything herein to the contrary, except with respect to claims based on fraud or which arise out of or are attributable to acts or omissions taken or made prior to Closing in connection with the business of the Company that constitute willful misconduct, gross negligence or a violation of applicable law or regulations for which criminal liability may be assessed, the rights of the indemnitees under this Article X shall be the exclusive remedy of such persons with respect to claims resulting from or relating to any misrepresentation, breach of any representation or warranty or failure to perform any covenant or agreement of the Company contained in this Agreement and except with respect to such claims all limitations as to the time and amount of liability shall apply. Notwithstanding the foregoing, the Securityholders' obligations under Section 11.3 shall be joint and several and in addition to the obligations under this Section 10.6.

Indemnification by the Securityholders. If In the event that the Closing of the Merger shall occuroccurs, then, and subject to the provisions of this limitations expressly set forth in Section 10.69.6 hereof, the Securityholders shall indemnify will have an obligation, on an individual basis solely in proportion to the aggregate Merger Consideration payable to them pursuant to this Agreement, to indemnify, defend and hold harmless TSAthe Purchaser, each of the Purchaser's Affiliates, the Surviving CorporationCorporation and each of their respective directors, officers, employees, agents, consultants, advisors, representatives and equity holders (collectively, the "Purchaser Indemnified Parties") from and against, and their respective affiliates from will pay to the Purchaser Indemnified Parties the monetary value of, any and against all damages ("Losses") arising from any misrepresentation Losses incurred or breach of warranty, covenant or agreement made suffered by the Company in this Agreement or in any document, instrument or certificate delivered pursuant hereto; provided, however, that the Securityholders shall be liable for Losses only to the extent the aggregate amount of such Losses exceeds $250,000, but if the aggregate amount of Losses exceeds $250,000, the Securityholders also shall be liable for the first $250,000 thereof; provided further that in no event shall the Securityholders' indemnity obligations under this Section 10.6 for Losses exceed the amount of the Escrowed Shares. The Buying Parties, the Company and their respective Affiliates in their capacities as indemnitees under this Section 10.6 shall not have general recourse against the assets of the Securityholders in respect of their indemnification obligations under this Section 10.6, but rather the sole recourse for collection in respect of such indemnification obligations in respect of Losses shall be limited to application of the Escrowed Shares as provided in this Article X and as so limited the indemnification obligations of the Securityholders shall be joint but not several. Notwithstanding anything herein to the contrary, except with respect to claims based on fraud or which arise Purchaser Indemnified Parties arising out of or are attributable to acts or omissions taken or made prior to Closing in connection with the business resulting from any of the Company that constitute willful misconduct, gross negligence following: any inaccuracy in or a violation of applicable law or regulations for which criminal liability may be assessed, the rights of the indemnitees under this Article X shall be the exclusive remedy of such persons with respect to claims resulting from or relating to any misrepresentation, breach of any representation or warranty of the Company contained in this Agreement, any Ancillary Agreement or failure in any certificate or instrument delivered by the Company pursuant to perform this Agreement; the nonfulfillment, nonperformance or other breach of any covenant or agreement of the Company required to be fulfilled or performed at or prior to the Effective Time contained in this Agreement, any Ancillary Agreement or in any certificate or instrument delivered by the Company pursuant hereto; any action taken by the Stockholder Representative which the Stockholder Representative is not authorized to take under Section 11.1 hereof; any failure of any Securityholder to have good, valid and except with respect to such claims all limitations as marketable title to the time issued and amount outstanding shares of liability shall apply. Notwithstanding Company Capital Stock or Options issued in the foregoingname of such holder free and clear of all Encumbrances; and any assertion or recovery by any Stockholder of the fair value, the Securityholdersinterest, and expenses or other amounts pursuant to dissenters' obligations under Section 11.3 shall be joint and several and in addition rights exercised or purportedly exercised pursuant to the obligations DGCL (it being understood that any such Losses will not include the pro rata share of the Merger Consideration such asserting or recovering Stockholder would have received pursuant to this Agreement). For purposes of determining under this Section 10.69.1 whether there is any inaccuracy in, or whether the Company has breached, any such representation, warranty or covenant, and the amount of any Losses associated therewith, the parties agree that all references to "material," "materially" or "materiality," or to whether a breach would have a "Material Adverse Effect" contained in the Specified Representations will be disregarded for purposes of calculating such Losses (although any such qualifications will be taken into account for purposes of determining the existence of such an inaccuracy or breach and whether such representation or warranty has been inaccurate or breached in the first instance).

Indemnification by the Securityholders. If the Closing of the Merger shall occur, then, subject to the provisions of this Section 10.6, the Securityholders Each Securityholder severally (and not jointly) shall indemnify and hold harmless TSAthe Company and each of its Affiliates, directors, officers, employees, members, managers, agents and each Person who controls the Surviving CorporationCompany (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), any underwriter that facilitates the sale of Registrable Securities and their respective affiliates any Person who controls such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all damages ("Losses") arising from Losses to which they or any misrepresentation of them may become subject insofar as such Losses arise out of or breach are based upon any untrue or alleged untrue statement of warrantya material fact contained in any Registration Statement pursuant to which Registrable Securities were registered, covenant or agreement made by the Company in this Agreement Prospectus, preliminary Prospectus, road show or in any documentamendment thereof or supplement thereto, instrument or certificate delivered pursuant heretoarise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in the case of any Prospectus, preliminary prospectus or road show, in light of the circumstances under which they were made, 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 furnished to the Company by or on behalf of such Securityholder specifically for inclusion therein; provided, however, that the Securityholders shall maximum amount to be liable for Losses only indemnified by such Securityholder pursuant to the extent the aggregate amount of such Losses exceeds $250,000, but if the aggregate amount of Losses exceeds $250,000, the Securityholders also shall be liable for the first $250,000 thereof; provided further that in no event shall the Securityholders' indemnity obligations under this Section 10.6 for Losses exceed the amount of the Escrowed Shares. The Buying Parties, the Company and their respective Affiliates in their capacities as indemnitees under this Section 10.6 shall not have general recourse against the assets of the Securityholders in respect of their indemnification obligations under this Section 10.6, but rather the sole recourse for collection in respect of such indemnification obligations in respect of Losses 12(b) shall be limited to application the net proceeds (after deducting underwriters’ discounts and commissions) received by such Securityholder in the registration to which such Registration Statement, Prospectus, preliminary prospectus or road show relates; provided, further, that a Securityholder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus or road show or any amendment thereof or supplement thereto, each Securityholder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of such Registration Statement or the use of the Escrowed Shares as Prospectus, preliminary prospectus or road show, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided in this Article X and as so limited the indemnification obligations of the Securityholders shall be joint but not several. Notwithstanding anything herein to the contrary, except with respect to claims based on fraud or which arise out of or are attributable to acts or omissions taken or made prior to Closing in connection with the business of the Company that constitute willful misconduct, gross negligence or a violation of applicable law or regulations for which criminal liability may Company. This indemnity agreement will be assessed, the rights of the indemnitees under this Article X shall be the exclusive remedy of such persons with respect to claims resulting from or relating to any misrepresentation, breach of any representation or warranty or failure to perform any covenant or agreement of the Company contained in this Agreement and except with respect to such claims all limitations as to the time and amount of liability shall apply. Notwithstanding the foregoing, the Securityholders' obligations under Section 11.3 shall be joint and several and in addition to the obligations under this Section 10.6any liability which any such Securityholder may otherwise have.

Indemnification by the Securityholders. If the Closing of the Merger shall occur, then, subject Subject to the provisions terms and conditions of this Article and Section 10.68.6, the Securityholders shall indemnify jointly and severally agree to indemnify, defend and hold harmless TSA, the Surviving Corporation, Parent and Merger Sub and their respective directors, officers, agents, attorneys and affiliates (collectively, “Parent Indemnitees”) harmless from and against all damages losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys’ fees and expenses ("Losses") arising collectively, “Damages”), asserted against or incurred by any Parent Indemnitee by reason of or resulting from any misrepresentation or a breach of warrantyany representation, warranty or covenant or agreement made by of the Company or Securityholders contained herein, in this Agreement any exhibit, schedule, certificate or financial statement delivered hereunder, or in any document, instrument or certificate delivered pursuant heretoagreement executed in connection with the Transactions; provided, however, that the Securityholders no claim shall be liable made for Losses only to the extent the aggregate amount of such Losses exceeds $250,000, but if the aggregate amount of Losses exceeds $250,000, the Securityholders also shall be liable for the first $250,000 thereof; provided further that in no event shall the Securityholders' indemnity obligations Damages under this Section 10.6 until the dollar amount of all such claims for Losses Damages shall exceed $25,000 in the aggregate (the “Threshold”); it being agreed and understood that all Damages incurred by the Parent Indemnitees shall accumulate until such time or times that such accumulated Damages incurred by the Parent Indemnitees exceed the amount of Threshold, whereupon the Escrowed Shares. The Buying Parties, the Company and their respective Affiliates in their capacities as indemnitees under this Section 10.6 Parent Indemnitees shall not have general recourse against the assets of be entitled to indemnification from the Securityholders in respect of their indemnification obligations under this Section 10.6for all such Damages incurred by the Parent Indemnitees, but rather including amounts below the sole recourse for collection in respect of such indemnification obligations in respect of Losses shall be limited to application of the Escrowed Shares as provided in this Article X and as so limited the indemnification obligations of the Securityholders shall be joint but not several. Notwithstanding anything herein to the contraryThreshold; provided, however, except with respect to claims based on fraud or which arise out of or are attributable to acts or omissions taken or made prior to Closing in connection with Damages resulting from fraud, the business aggregate liability of the Company that constitute willful misconduct, gross negligence or a violation of applicable law or regulations Securityholders for which criminal liability may be assessed, Damages shall not exceed an amount equal to the rights value of the indemnitees under Merger Consideration on the date of this Article X shall be the exclusive remedy of such persons with respect to claims resulting from or relating to any misrepresentation, breach of any representation or warranty or failure to perform any covenant or agreement of the Company contained in this Agreement and except with respect to such claims all limitations as to the time and amount of liability shall applyAgreement. Notwithstanding the foregoing, the Securityholders' obligations under Section 11.3 shall be joint and several and in addition to the obligations Any Damages under this Section 10.6shall first be deducted from, and offset against, the Parent Preferred Stock held pursuant to Section 2.5 above.