Common use of Indemnification by the Shareholder Clause in Contracts

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article 10, the Shareholder and Parent shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including after the Closing, the Group Companies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses that is or may be incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to, relating to or by reason of: (a) A material inaccuracy in or material breach of any representation or warranty of the Shareholder or the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Shareholder or the Company pursuant to Section 2.2(a), 2.2(b), 2.3(b), 2.3(c) or 2.3(f), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) a breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Shareholder or any Group Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 8, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article 8); (c) a claim or right asserted or held by any person who is or at any time was an officer, director, employee or agent of any Group Company (against any Group Company, Buyer, or any Affiliate of a Group Company or Buyer) involving a right or entitlement or an alleged right or entitlement to indemnification, reimbursement of expenses or any other relief or remedy (under the Governing Documents, under any indemnification agreement or similar Contract, under any applicable Laws or otherwise) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed at or prior to the Closing; (d) the Pre-Closing Reorganization; or (e) any Excluded Entity.

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article 10VIII, including the limitations set forth in Section 8.04, the Shareholder and Parent shall jointly and severally indemnify and defend each of Buyer 4Front and its Affiliates (including after the Closingincluding, without limitation, the Group CompaniesSurviving Corporation) and their respective Representatives (collectively, the “Buyer 4Front Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses that is or may be incurred or sustained by, or imposed upon, the Buyer 4Front Indemnitees based upon, arising out of, with respect to, relating to or by reason of: (a) A material any inaccuracy in or material breach of any representation or warranty of the Shareholder representations or warranties of the Company or the Company Shareholder contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Shareholder Company or the Company Shareholder pursuant to this Agreement (other than in respect of Section 2.2(a)3.12, 2.2(b), 2.3(b), 2.3(c) it being understood that the sole remedy for any such inaccuracy in or 2.3(fbreach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; 4817-8152-4729.10 38 (b) a any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or the Shareholder or any Group Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 8VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article 8);VI); or (c) a claim any Transaction Expenses or right asserted Indebtedness of the Company outstanding as of the Closing, to the extent not paid or held satisfied by any person who is or at any time was an officer, director, employee or agent of any Group Company (against any Group Company, Buyer, or any Affiliate of a Group the Company or Buyer) involving a right or entitlement or an alleged right or entitlement to indemnification, reimbursement of expenses or any other relief or remedy (under the Governing Documents, under any indemnification agreement or similar Contract, under any applicable Laws or otherwise) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed Shareholder at or prior to the Closing; (d) , or if paid by 4Front or Merger Sub at or prior to the Pre-Closing Reorganization; or (e) any Excluded EntityClosing, to the extent not deducted in the determination of Merger Consideration payable to the Shareholder.

Indemnification by the Shareholder. Subject (a) In view of the fact that upon the Effective Time the Company will become a wholly-owned subsidiary of Parent and in order to the other terms provide protection for Parent from and conditions of this Article 10, the Shareholder and Parent shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including after the Closing, the Group Companies) Shareholder will indemnify and their respective Representatives (collectively, the “Buyer Indemnitees”) againsthold Parent harmless in respect of, and shall hold each of them harmless from and against, and shall pay compensate and reimburse each of them forParent, any Damages (as defined in Exhibit A) which are directly or indirectly suffered or incurred by Parent or the Company or to which Parent or the Company may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and all Losses that is which arise from or may be incurred or sustained byas a result of, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to, relating to are directly or by reason of: indirectly connected with: (ai) A material inaccuracy in any misrepresentation or material breach of any representation representation, warranty, covenant or warranty of agreement made by the Company or the Shareholder or the Company contained in this Agreement or in any certificate certificate, instrument, schedule or instrument delivered document given by the Company in connection with this Agreement, or on behalf (ii) any Legal Proceeding relating to any inaccuracy or breach of the Shareholder type referred to in clause "(i)" above (including any Legal Proceeding commenced by Parent or the Company pursuant for the purpose of enforcing any of its rights under this Section 9.2). (b) The parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to Section 2.2(a), 2.2(b), 2.3(b), 2.3(c) any Damages as a result of or 2.3(f), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the in connection with any inaccuracy in or breach of which will be determined with reference to such specified date); (b) a breach or non-fulfillment of any covenantrepresentation, agreement warranty, covenant or obligation of the Company set forth herein, then, without limiting any of the indemnification rights of the Surviving Corporation, Parent shall also be deemed, by virtue of its ownership of the Surviving Corporation, to be performed by the Shareholder have incurred Damages as a result of and in connection with such inaccuracy or any Group Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 8, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article 8); (c) a claim or right asserted or held by any person who is or at any time was an officer, director, employee or agent of any Group Company (against any Group Company, Buyer, or any Affiliate of a Group Company or Buyer) involving a right or entitlement or an alleged right or entitlement to indemnification, reimbursement of expenses or any other relief or remedy (under the Governing Documents, under any indemnification agreement or similar Contract, under any applicable Laws or otherwise) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed at or prior to the Closing; (d) the Pre-Closing Reorganization; or (e) any Excluded Entity.

Indemnification by the Shareholder. Subject to the other terms and conditions of this Article 10VIII, including the limitations set forth in Section 8.04, the Shareholder and Parent shall jointly and severally indemnify and defend each of Buyer 4Front and its Affiliates (including after the Closingincluding, without limitation, the Group CompaniesSurviving Corporation) and their respective Representatives (collectively, the “Buyer 4Front Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses that is or may be incurred or sustained by, or imposed upon, the Buyer 4Front Indemnitees based upon, arising out of, with respect to, relating to or by reason of: (a) A material any inaccuracy in or material breach of any representation or warranty of the Shareholder representations or warranties of the Company or the Company Shareholder contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Shareholder Company or the Company Shareholder pursuant to this Agreement (other than in respect of Section 2.2(a)3.12, 2.2(b), 2.3(b), 2.3(c) it being understood that the sole remedy for any such inaccuracy in or 2.3(fbreach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) a any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Company or the Shareholder or any Group Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 8VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article 8);VI); or (c) a claim any Transaction Expenses or right asserted Indebtedness of the Company outstanding as of the Closing, to the extent not paid or held satisfied by any person who is or at any time was an officer, director, employee or agent of any Group Company (against any Group Company, Buyer, or any Affiliate of a Group the Company or Buyer) involving a right or entitlement or an alleged right or entitlement to indemnification, reimbursement of expenses or any other relief or remedy (under the Governing Documents, under any indemnification agreement or similar Contract, under any applicable Laws or otherwise) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed Shareholder at or prior to the Closing; (d) , or if paid by 4Front or Merger Sub at or prior to the Pre-Closing Reorganization; or (e) any Excluded EntityClosing, to the extent not deducted in the determination of Merger Consideration payable to the Shareholder.

Indemnification by the Shareholder. Subject to On the other terms and conditions of this Article 10condition that the Closing is effected, the Shareholder and Parent shall jointly and severally indemnify and defend each of Buyer hold harmless the Purchaser and its Affiliates (including after the ClosingCompany), the Group Companies) and each of their respective Representatives directors, officers, employees, agents, representatives, stockholders and controlling parties and all of their successors and assigns (each a "Purchaser Indemnified Person") from and defend each of them from and against and will pay each Purchaser Indemnified Person for any and all demands, claims, actions, liabilities, losses, damages (including, without limitation, special, consequential and punitive damages), costs, penalties and expenses (including, without limitation, interest, costs of investigation and defense and the reasonable fees and expenses of attorneys and other professionals and experts), whether or not involving a Third Party Claim (after taking into account any insurance recovery from any of the Purchaser's insurance policies that insures against the foregoing, but without regard to any Tax benefit that may be obtained as a result thereof) (collectively, the “Buyer Indemnitees”"Losses") asserted against, and shall hold each of them harmless imposed upon or incurred by any such Purchaser Indemnified Person, directly or indirectly, resulting from and against, and shall pay and reimburse each of them for, any and all Losses that is or may be incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, of or in connection with respect to, or relating to or by reason ofany of the following: (a) A material any inaccuracy in or material breach of any representation or warranty of the Company or the Shareholder contained herein; (b) any breach of any agreement, covenant or obligation of the Company or the Shareholder contained herein; (c) any and all claims, actions, suits or any administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Person or in which any Purchaser Indemnified Person becomes involved that relate to the Company, the Shareholder or the Business in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of the Company contained or any director, officer, employee, agent, representative or subcontractor of the Company or the Shareholder or a state of facts prior to Closing Date, and which is not expressly disclosed in this Agreement or in the Schedules hereto, except that the Shareholder shall indemnify and hold harmless the Purchaser Indemnified Persons for the claims described on Schedule 4.5(a) hereto ("Litigation"). (d) any certificate claim, action, suit or instrument delivered other proceeding asserting that any sales tax is payable in connection with the transactions contemplated hereby; and (e) any claim, action, suit or other proceeding initiated by or on behalf of Stephen H. Rosen ("Rosen") and/or Elizabeth Davies ("Davies") relatinx xx, xx xxxxxxx oux xx, the Shareholder or prior xxxxxxxxxx xx xheir respective equity interests in the Company pursuant to Section 2.2(a)the Shareholder. The foregoing indemnification rights are in addition to, 2.2(b), 2.3(b), 2.3(c) or 2.3(f), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy not in or breach of which will be determined with reference to such specified date); (b) a breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Shareholder or any Group Company pursuant to this Agreement (other than any breach or violation lieu of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 8, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article 8); (c) a claim or right asserted or held by any person who is or at any time was an officer, director, employee or agent of any Group Company (against any Group Company, Buyer, or any Affiliate of a Group Company or Buyer) involving a right or entitlement or an alleged right or entitlement to indemnification, reimbursement of expenses or any other relief or remedy (under the Governing Documents, under any indemnification agreement or similar Contract, rights to which the Purchaser may be entitled under any applicable Laws or otherwise) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed at or prior to the Closing; (d) the Pre-Closing Reorganization; or (e) any Excluded EntitySection 10.2A below.

Indemnification by the Shareholder. Subject The Shareholder agrees to the other terms indemnify, defend and conditions of this Article 10save Parent and Company, the Shareholder and Parent shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including after the Closing, the Group Companies) and their respective Representatives (collectivelyofficers, the “Buyer Indemnitees”) againstdirectors, employees, agents, and shall hold each of them fiduciaries (each, a “Parent Indemnified Party”), forever harmless from and against, and shall to promptly pay and to a Parent Indemnified Party or reimburse each of them a Parent Indemnified Party for, any and all Losses that is bona fide liabilities (whether contingent, fixed or may be incurred unfixed, liquidated or sustained byunliquidated, or imposed uponotherwise), obligations, deficiencies, demands, claims, suits, actions, or causes of action, assessments, losses, costs, expenses, interest, fines, penalties, actual or punitive damages or costs or expenses of any and all investigations, proceedings, judgments, environmental analyses, settlements and compromises (including reasonable fees and expenses of attorneys, accountants and other experts) (individually and collectively, the Buyer Indemnitees based upon“Losses”) actually sustained or incurred by any Parent Indemnified Party relating to, resulting from, arising out of, with respect to, relating to of or otherwise by reason ofvirtue of any of the following: (ai) A material inaccuracy in any misrepresentation or material breach of any a representation or warranty of the Shareholder or the Company contained made in this Agreement or in any certificate or instrument delivered by or on behalf of the Shareholder or the Company pursuant to Section 2.2(a)other documents contemplated hereby (“Transaction Documents”) by Shareholder, 2.2(b), 2.3(b), 2.3(c) or 2.3(f), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) a breach or non-fulfillment compliance with or breach by any of them of any covenant, agreement of the covenants or obligation agreements contained in this Agreement or the Transaction Documents to be performed by the Shareholder or any Group Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 8, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article 8)Shareholder; (cii) a any action, demand, proceeding, investigation or claim or right asserted or held (whenever made) by any person who is third party (including governmental agencies) against or at any time was an officeraffecting Parent or Company which, directorif successful, employee would give rise to or agent evidence the existence of or relate to a misrepresentation or breach of any Group of the representations, warranties or covenants of the Shareholder; (iii) any action, demand, proceeding, investigation or claim (whenever made) by any third party against or affecting Parent or Company (against relating to any Group Company, Buyerpersonal injury or property damage caused, or alleged to be caused, by any Affiliate of a Group products sold or delivered by Company or Buyer) involving a right or entitlement or an alleged right or entitlement to indemnification, reimbursement of expenses or any other relief or remedy (under the Governing Documents, under any indemnification agreement or similar Contract, under any applicable Laws or otherwise) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed at or prior to the Closing; (div) any assertion against Parent or Company of any liabilities of Company or the Pre-Shareholder, including liabilities for Tax liabilities relating to periods on or prior to the Closing, other than the liabilities listed on the Closing ReorganizationDate Balance Sheet and included in the calculation of Net Assets; or (ev) any Excluded Entityclaim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon any alleged agreement between the claimant and Company or the Shareholder. Notwithstanding the foregoing, the Shareholder shall not be responsible for any Losses with respect to the matters until the cumulative aggregate amount of such Losses exceed $10,000, in which event the Shareholder shall then be liable only for all such cumulative aggregate Losses in excess of $10,000. In addition, Company shall not be indemnified for any misrepresentation or breach of a representation or warranty made in this Agreement if, and to the extent that, the misrepresentation resulted in an adjustment or a cash payment to the Parent pursuant to Section 6.8.3(ii) of this Agreement.

Indemnification by the Shareholder. Subject to the other terms and conditions of limitations set forth in this Article 10Agreement, the Shareholder shall indemnify the Purchaser, and Parent shall jointly the Company and severally indemnify and defend each of Buyer and its Affiliates (including after the Closing, the Group Companies) and their respective Representatives (collectivelyofficers, the “Buyer Indemnitees”) againstdirectors, stockholders, employees, agents, representatives, affiliates, successors and shall assigns and hold each of them harmless from and againstagainst and pay on behalf of or reimburse such party in respect of any damage, liability, demand, claim, action, cause of action, cost, damage, diminution in value, deficiency, tax, penalty, fine or other loss or expense, whether or not arising out of a third party claim, including all interest, penalties, reasonable attorneys’ fees and shall pay expenses and reimburse each of them forall amounts paid or incurred in connection with any action, demand, proceeding, investigation or claim by any third party (including any governmental entity or any department, agency or political subdivision thereof) ( “Damages”) against or affecting such party or which, if determined adversely to such party, would give rise to, evidence the existence of, or relate to, any other Damages and all Losses that is the investigation, defense or settlement of any of the foregoing Damages which such party may be incurred suffer, sustain or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect become subject to, as a result of or relating to or by reason ofto: (a) A material inaccuracy in or material the breach of any representation or warranty of the Shareholder or made by the Company or any Shareholder contained in this Agreement or with respect thereto in any certificate or instrument delivered by or on behalf of connection with the Shareholder or the Company pursuant to Section 2.2(a), 2.2(b), 2.3(b), 2.3(c) or 2.3(f), as of the date such representation or warranty was made or as Closing if such representation or warranty was made on and as breach is not cured within fifteen (15) days of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);notice; or (b) a the breach or non-fulfillment of any covenant, covenant or agreement made by the Company (if such covenant or obligation agreement is to be performed by the Shareholder or any Group Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article 8, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article 8); (c) a claim or right asserted or held by any person who is or at any time was an officer, director, employee or agent of any Group Company (against any Group Company, Buyer, or any Affiliate of a Group Company or Buyer) involving a right or entitlement or an alleged right or entitlement to indemnification, reimbursement of expenses or any other relief or remedy (under the Governing Documents, under any indemnification agreement or similar Contract, under any applicable Laws or otherwise) with respect to any act or omission on the part of such person or any event or other circumstance that arose, occurred or existed at or prior to the Closing; ) or any Shareholder contained in this Agreement with respect thereto in connection with the Closing if such breach is not cured within fifteen (d15) days of such notice. The Purchaser’s remedy for any indemnification of Damages hereunder may be satisfied by proceeding against the Pre-Closing Reorganization; or (e) indemnifying party or parties for all or any Excluded Entityportion of any such Damages or pursuant to the terms of this Agreement.