Common use of Indemnification by the Stockholder Clause in Contracts

Indemnification by the Stockholder. Subject to Clause 6.6 and Clause ---------------------------------- 6.8 hereof, the Stockholder shall indemnify the Company and the Buyer in respect of, and hold harmless the Company and the Buyer against, any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including, without limitation, amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") arising out of or related to any of the following: (a) any misrepresentation or breach of any representation or warranty made by the Stockholder in this Agreement; (b) any breach of any covenant, agreement or obligation of the Stockholder contained in this Agreement, or any other agreement, instrument or document attached to or delivered in connection with this Agreement as an exhibit or a schedule; (c) any misrepresentation contained in any statement, certificate or schedule furnished by the Stockholder or the Company pursuant to this Agreement; (d) any claim (including, without limitation, warranty and personal injury arising out of product liability claims), suit, action, arbitration, proceeding, investigation or other similar matter which relates to (i) products manufactured or sold by the Company prior to the Closing Date or (ii) the business or operations of the Company prior to the Closing Date; (e) any claim, action or audit by any Governmental Entity in connection with the formation, establishment, maintenance, operation, winding-up or dissolution of the Stockholder or the Company, including but not limited to fees of attorneys, agents, auditors and inspectors, capital requirements and any other amounts; (f) any claim by a stockholder or former stockholder of the Company or any other person, firm, corporation or entity, other than the Buyer, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of capital stock of or equity interest in the Company; (ii) any rights under the Charter or By-laws of the Company; or (iii) any claim that his or its shares were wrongfully repurchased by any stockholder at any time prior to the Closing; and (g) any claim for Taxes payable by Seller or the Company derived from this agreement and the subject matter hereof.

Indemnification by the Stockholder. Subject to Clause 6.6 From and Clause ---------------------------------- 6.8 hereofafter the Closing Date, the Stockholder and its successors and permitted assigns shall indemnify the Company and the Buyer in respect of, and hold harmless Buyer, its subsidiaries and affiliates and their respective stockholders, officers, directors, employees and agents (individually, a "Buyer Indemnified Party" and collectively, the Company "Buyer Indemnified Parties") from and the Buyer againstagainst and in respect of all losses, any and all debtsliabilities, obligations and other liabilities (whether absoluteobligations, accrueddamages, contingentdeficiencies, fixed or otherwiseactions, whether due or to become due or otherwise)suits, monetary damagesproceedings, demands, assessments, orders, judgments, fines, fees, penalties, interest obligations, deficiencies, losses costs and expenses (includingincluding the reasonable fees, without limitation, amounts paid in settlement, interest, court costs, costs of investigators, fees disbursements and expenses of attorneys, accountantsaccountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, financial advisors and other experts, and other expenses defense or settlement of litigationthe foregoing) (a "DamagesLoss" or "Losses") sustained, suffered or incurred by any Buyer Indemnified Party arising out of or related to any of the following: resulting from: (ai) any misrepresentation inaccuracy in or breach of any representation or warranty made by the Company or the Stockholder in this Agreement (after giving effect to any update of the Disclosure Schedule after the date of this Agreement other than an update made pursuant to Section 6.5(a)(i) of this Agreement after the date of this Agreement; ) or in any schedule or certificate delivered in connection with this Agreement; (bii) any breach of any covenant, covenant or agreement made by the Company or obligation of the Stockholder contained in this Agreement, Agreement or in any other agreement, instrument schedule or document attached to or certificate delivered in connection with this Agreement as an exhibit or a schedule; Agreement; (ciii) any misrepresentation contained in any statement, certificate or schedule furnished by the Stockholder or Liability of the Company pursuant for Taxes arising from an event or transaction occurring prior to this Agreement; (d) any claim the Closing (including, without limitation, warranty and personal injury any Liability arising out of product liability claims), suit, action, arbitration, proceeding, investigation any item set forth in Section 3.10 of the Disclosure Schedule) and any Liability for Taxes incurred as a result of the Section 338 Election; (iv) any Liability of the Stockholder under Section 1 of the Retention Agreements; or other similar matter which relates (v) any Liability relating to or arising out of any item set forth in Section 3.18 of the Disclosure Schedule. Claims under clauses (i) products manufactured or sold by the Company prior through (v) of this Section 11.2 are collectively referred to the Closing Date or (ii) the business or operations herein as "Buyer Indemnifiable Claims," and Losses in respect of the Company prior such claims are collectively referred to the Closing Date; (e) any claim, action or audit by any Governmental Entity in connection with the formation, establishment, maintenance, operation, winding-up or dissolution of the Stockholder or the Company, including but not limited to fees of attorneys, agents, auditors and inspectors, capital requirements and any other amounts; (f) any claim by a stockholder or former stockholder of the Company or any other person, firm, corporation or entity, other than the Buyer, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of capital stock of or equity interest in the Company; (ii) any rights under the Charter or By-laws of the Company; or (iii) any claim that his or its shares were wrongfully repurchased by any stockholder at any time prior to the Closing; and (g) any claim for Taxes payable by Seller or the Company derived from this agreement and the subject matter hereofherein as "Buyer Indemnifiable Losses."

Indemnification by the Stockholder. Subject to Clause 6.6 The Company and Clause ---------------------------------- 6.8 hereof, each of the Stockholder shall indemnify Principal Shareholders of the Company shall, severally (based upon each Principal Shareholder's Pro Rata Portion as defined in Article II hereof) 54 and the Buyer in respect ofnot jointly, indemnify, defend, save and hold harmless the Company Parent and the Surviving Corporation, their affiliates, and each of their successors and assigns, officers, directors, employees, agents and representatives (each of the "Buyer Indemnified Persons"), and each of them, from, against, for and in respect of any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due or otherwise), monetary damages, finescosts, feesdisbursements, expenses, penalties, interest settlements, losses, obligations, deficienciesliabilities, losses claims, actions or causes of action sustained or suffered (collectively, "Losses") by the Buyer Indemnified Persons, or any of them (a) arising from a breach of any representation or warranty of the Company or the Principal Shareholders contained in or made pursuant to this Agreement or in any certificate, instrument or agreement delivered by any of such parties pursuant hereto or thereto, (b) arising from a breach of any covenant or agreement of the Company or the Principal Shareholders contained in or made pursuant to this Agreement or any instrument or agreement delivered by the Company or the Principal Shareholders pursuant hereto or thereto; (c) for or in respect of claims for consultant, lawyer, investment bank, brokerage or finders' fees arising out of this Agreement except as set forth in the Disclosure Schedule or in this Agreement or the transactions contemplated hereby by any person alleging that they were engaged by the Company, the Shareholders or any affiliates or associates thereof; (d) arising from any third party claims or demands in connection with any product or service sold, or otherwise in connection with the conduct of the business of the Company, prior to the Closing Date that are asserted after the Closing Date and (e) any and all reasonable costs and expenses (including, without limitation, amounts paid in settlementreasonable attorneys', interest, court costs, costs of investigators, accountants' and other professional fees and expenses expenses) incurred by the Buyer Indemnified Persons, or any of attorneysthem, accountantsin connection with any action, financial advisors and other expertssuit, and other expenses of litigation) ("Damages") arising out of proceeding, demand, assessment or related judgment incident to any of the following: matters indemnified against under Sections 9.2(a) through (ad) any misrepresentation or breach hereof; provided, however, in all cases, the indemnification obligations of any representation or warranty made by the Stockholder in this Agreement; (b) any breach of any covenant, agreement or obligation of the Stockholder contained in this Agreement, or any other agreement, instrument or document attached to or delivered in connection with this Agreement as an exhibit or a schedule; (c) any misrepresentation contained in any statement, certificate or schedule furnished by the Stockholder or the Company pursuant to this Agreement; (d) any claim (including, without limitation, warranty and personal injury arising out of product liability claims), suit, action, arbitration, proceeding, investigation or other similar matter which relates to (i) products manufactured or sold by Section 9.2 shall terminate in all respects on the Company prior to the Closing Date or (ii) the business or operations of the Company prior to the Closing Effective Date; (e) any claim, action or audit by any Governmental Entity in connection with the formation, establishment, maintenance, operation, winding-up or dissolution of the Stockholder or the Company, including but not limited to fees of attorneys, agents, auditors and inspectors, capital requirements and any other amounts; (f) any claim by a stockholder or former stockholder of the Company or any other person, firm, corporation or entity, other than the Buyer, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of capital stock of or equity interest in the Company; (ii) any rights under the Charter or By-laws of the Company; or (iii) any claim that his or its shares were wrongfully repurchased by any stockholder at any time prior to the Closing; and (g) any claim for Taxes payable by Seller or the Company derived from this agreement and the subject matter hereof.