Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. Subject to the limitations set forth in this ARTICLE VIII, from and after the Closing, the Stockholders, jointly and severally, shall indemnify, defend and hold harmless Parent, the Surviving Entity, their respective Affiliates and their and their Affiliates' respective successors, assigns, officers, directors, principals, attorneys, agents, employees or other Representatives (collectively, the "Parent Indemnified Parties" and each individually a "Parent Indemnified Party") against any Damages that a Parent Indemnified Party incurs arising out of or as a result of: (a) any breach, misrepresentation or inaccuracy of any of the representations and warranties set forth in ARTICLE IV in this Agreement or on any certificate or other instrument or document furnished by any Company Party to Parent or Merger Subs pursuant to this Agreement or any Transaction Document; (b) any breach or nonfulfillment of any pre-Closing covenants, agreements, or obligations of any Company Party contained in this Agreement or any other Transaction Document; (c) any and all Taxes of any Company Party for any Pre-Closing Tax Period (including any payroll Taxes deferred under the CARES Act) and any Taxes payable by any Company Party as a result of the transactions contemplated by this Agreement; (d) any Designated Pre-Closing Liabilities; (e) any and all Liabilities arising out of the PPP Loan; (f) any inaccuracy in the amount or form of Merger Consideration to be received by each Stockholder as set forth in the Pre-Closing Statement and any claim arising out of the distribution of the Merger Consideration in accordance with the Pre-Closing Statement to any Stockholder who makes an election under Section 3.1(b); and (g) any and all Matters, demands, assessments, audits or judgments arising out of any of the foregoing.

Indemnification by the Stockholders. Subject Subsequent to the limitations set forth in this ARTICLE VIIIClosing Date, from and after ----------------------------------- the Closing, the Stockholders, jointly and severally, shall indemnify, defend and hold harmless Parent, the Surviving Entity, their respective Affiliates and their and their Affiliates' respective successors, assigns, officers, directors, principals, attorneys, agents, employees or other Representatives Buyer (collectively, the "Parent Indemnified Parties" and each individually a "Parent Buyer Indemnified Party") shall be indemnified and held harmless from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any Damages that kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) (a Parent "Loss" or "Losses") sustained, suffered or incurred by or made against the Buyer Indemnified Party incurs Party, arising out of or as a result of: based upon: (a) any breach, misrepresentation or inaccuracy breach of any of the representations and warranties set forth in ARTICLE IV in this Agreement representation or on any certificate or other instrument or document furnished warranty made by any Company Party to Parent or Merger Subs EnzyMed pursuant to Section 2 of this Agreement or any Transaction Document; Agreement; (b) any breach or nonfulfillment of any pre-Closing covenants, agreements, or obligations of any Company Party contained covenant agreement made by EnzyMed in this Agreement or any other Transaction Document; Schedule hereto; (c) any and all Taxes breach of any Company Party for representation or warranty made by EnzyMed in this Agreement or any Pre-Closing Tax Period (including Schedule hereto or in any payroll Taxes deferred under certificate delivered pursuant to Section 6.1 in connection with the CARES Act) and any Taxes payable by any Company Party as a result of the transactions contemplated by this Agreement; Closing; or (d) any Designated Pre-Closing Liabilities; (e) any and all Liabilities arising out of the PPP Loan; (f) any inaccuracy in the amount or form of Merger Consideration to be received breach by each a Stockholder as set forth in the Pre-Closing Statement and any claim arising out of the distribution of the Merger Consideration in accordance with the Pre-Closing Statement to any Stockholder who makes an election under Section 3.1(b); and (g) any and all Matters, demands, assessments, audits or judgments arising out of any representation or warranty made by such Stockholder in such Stockholder's Stockholder Indemnification Agreement, any of which are not waived at the foregoingClosing (claims under clauses (a) through (d) hereinafter collectively referred to as "Buyer Indemnifiable Losses").

Indemnification by the Stockholders. Subject to the limitations set forth in this ARTICLE VIII, from and after the Closing, Each of the Stockholders, on behalf of themselves and their respective successors, executors, administrators, estates, heirs and permitted assigns as contemplated by Section 6.04, jointly and severally, shall indemnifysubject to Section 5.02(b), defend agree subsequent to the Closing Date to indemnify and hold harmless ParentNatrol, the Surviving Entity, its affiliates and their respective Affiliates and their and their Affiliates' respective successors, assignsshareholders, officers, directors, principalsemployees and agents (individually, attorneys, agents, employees or other Representatives (a "Buyer Indemnified Party" and collectively, the "Parent Buyer Indemnified Parties" and each individually a "Parent Indemnified Party") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any Damages that a Parent Indemnified Party incurs kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or as settlement of the foregoing and including any loss of Tax benefit or increase in Taxes payable for future periods) sustained, suffered or incurred by or made against any Buyer Indemnified Party (a result "Loss" or "Losses") arising out of, based upon or in connection with: (a) any breach, misrepresentation inaccuracy or inaccuracy breach of any of representation or warranty made by Prolab or the representations and warranties set forth in ARTICLE IV Stockholders, in this Agreement or on in any certificate schedule, exhibit, certificate, financial statement, agreement or other instrument delivered under or document furnished in connection with this Agreement; (b) material undisclosed liabilities known to any of the Stockholders relating to the activities or conduct of the business of Prolab on or prior to the Closing Date, including without limitation (i) any and all claims for or resulting from or connected with products sold or services provided by Prolab prior to the Closing Date or otherwise relating to events occurring on or prior to the Closing Date, (ii) amounts due in connection with any Company Party Employee Program (as defined in Section 3.22), (iii) Losses relating to Parent the failure of Prolab to comply with applicable laws or Merger Subs pursuant regulations, and (iv) Losses with respect to Taxes for periods on or prior to the Closing Date; (c) the Basic Litigation (as defined in Section 1.02(b) above); (d) challenges, claims, proceedings or filings made by, with or on behalf of, the Federal Trade Commission or the Federal Drug Administration or any comparable state agency (an "Agency") relating to any advertising or promotional materials of Prolab existing on or before the Closing Date and any product labels of Prolab existing on or before the Closing Date regardless of whether such advertising or promotional materials were distributed or such products were sold before or after the Closing Date; and (e) any fees and expenses (including without limitation legal fees and accounting fees) relating to this Agreement or any Transaction Document; transactions contemplated hereby paid, assumed or otherwise borne by Prolab except (i) to the extent such fees and expenses have been reflected in the calculation of the Adjustment Amount pursuant to Section 1.03(a) hereof and (ii) the costs and expenses incurred by Prolab in connection with the Audit. Claims under clauses (a) through (e) of this Section 5.02 hereinafter collectively referred to as "Buyer Indemnifiable Claims". The rights of Buyer Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (b) any breach or nonfulfillment of any pre-Closing covenants, agreements, or obligations of any Company Party contained in this Agreement or any other Transaction Document; (c) any and all Taxes of any Company Party for any Pre-Closing Tax Period (including any payroll Taxes deferred under the CARES Act) and any Taxes payable by any Company Party as a result of the transactions contemplated by this Agreement; (d) any Designated Pre-Closing Liabilities; through (e) any and all Liabilities arising out of this Section 5.02 shall not be limited by the PPP Loan; (f) any fact that such occurrence may not constitute an inaccuracy in the amount or form of Merger Consideration to be received by each Stockholder as set forth in the Pre-Closing Statement and any claim arising out of the distribution of the Merger Consideration in accordance with the Pre-Closing Statement to any Stockholder who makes an election under Section 3.1(b); and (g) any and all Matters, demands, assessments, audits or judgments arising out breach of any representation or warranty referred to in clause (a) of the foregoingthis Section 5.02.

Indemnification by the Stockholders. Subject to the limitations set forth in this ARTICLE VIII, from and after the Closing, the The Stockholders, jointly and severallyseverally on behalf of themselves and their respective successors, shall indemnifyexecutors, defend administrators, estates, heirs and permitted assigns, agree subsequent to the Effective Time to indemnify and hold harmless the Parent, the Surviving Entity, Corporation and their respective Affiliates and their and their Affiliates' respective successors, assigns, officers, directors, principalsemployees and agents (individually, attorneys, agents, employees or other Representatives (a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties" and each individually a "Parent Indemnified Party") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Damages that a Parent Indemnified Party incurs (a "Loss" or "Losses"), arising out of of, based upon or as a result ofin connection with: (a) any breach, misrepresentation or inaccuracy breach of any of representation or warranty made by the representations and warranties set forth in ARTICLE IV Company or the Stockholders in this Agreement or on in any certificate schedule, exhibit, certificate, agreement or other instrument delivered under or document furnished in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any Company Party to such representations or warranties (collectively, "Parent or Merger Subs pursuant to this Agreement or any Transaction DocumentRepresentation and Warranty Claims"); (b) any breach or nonfulfillment of any pre-Closing covenants, agreements, covenant or obligations of agreement made by the Company or any Company Party contained Stockholder in this Agreement or in any schedule, exhibit, certificate, agreement or other Transaction Document;instrument delivered under or in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; or (c) any and all Taxes with respect to taxes of any the Company Party for incurred with respect to any Pre-Closing Tax Period (including any payroll Taxes deferred under as defined below) to the CARES Act) extent such liability exceeds the amounts accrued therefor and any Taxes payable by any Company Party disclosed to the Parent in SCHEDULE 3.7 hereto (it being understood that such Schedule shall be updated as a result of the transactions contemplated by this Agreement; (d) any Designated Closing to reflect tax accruals as of such date consistent with the Company's past practices); the term "Pre-Closing Liabilities; Tax Period" shall mean all taxable periods ending on or before the Closing Date and the portion (eending on the Closing Date) of any taxable period that includes (but does not end on) the Closing Date. Claims under clauses (a) through (c) of this SECTION 12.1 are hereinafter collectively referred to as "Parent Indemnifiable Claims". The rights of Parent Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (b) and all Liabilities arising out (c) of this SECTION 12.1 shall not be limited by the PPP Loan; (f) any fact that such occurrence may not constitute an inaccuracy in the amount or form of Merger Consideration to be received by each Stockholder as set forth in the Pre-Closing Statement and any claim arising out of the distribution of the Merger Consideration in accordance with the Pre-Closing Statement to any Stockholder who makes an election under Section 3.1(b); and (g) any and all Matters, demands, assessments, audits or judgments arising out breach of any representation or warranty referred to in clause (a) of the foregoingthis SECTION 12.1.

Indemnification by the Stockholders. Subject to the limitations set forth in this ARTICLE VIII, from and after the Closing, the The Stockholders, jointly and severallyseverally on behalf of themselves and their respective successors, shall indemnifyexecutors, defend administrators, estates, heirs and permitted assigns, agree subsequent to the Effective Time to indemnify and hold harmless the Parent, the Surviving Entity, Corporation and their respective Affiliates and their and their Affiliates' respective successors, assigns, officers, directors, principalsemployees and agents (individually, attorneys, agents, employees or other Representatives (a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties" and each individually a "Parent Indemnified Party") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Damages that a Parent Indemnified Party incurs (a "Loss" or "Losses"), arising out of of, based upon or as a result ofin connection with: (a) any breach, misrepresentation or inaccuracy breach of any of representation or warranty made by the representations and warranties set forth in ARTICLE IV Company or the Stockholders in this Agreement or on in any certificate schedule, exhibit, certificate, agreement or other instrument delivered under or document furnished in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any Company Party to such representations or warranties (collectively, "Parent or Merger Subs pursuant to this Agreement or any Transaction DocumentRepresentation and Warranty Claims"); (b) any breach or nonfulfillment of any pre-Closing covenants, agreements, covenant or obligations of agreement made by the Company or any Company Party contained Stockholder in this Agreement or in any schedule, exhibit, certificate, agreement or other Transaction Document;instrument delivered under or in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; or (c) any and all Taxes with respect to taxes of any the Company Party for incurred with respect to any Pre-Closing Tax Period (including any payroll Taxes deferred under as defined below) to the CARES Act) extent such liability exceeds the amounts accrued therefor and any Taxes payable by any Company Party disclosed to the Parent in Schedule 3.7 hereto (it being understood that such Schedule shall be updated as a result of the transactions contemplated by this Agreement; (d) any Designated Closing to reflect tax accruals as of such date consistent with the Company's past practices); the term "Pre-Closing Liabilities; Tax Period" shall mean all taxable periods ending on or before the Closing Date and the portion (eending on the Closing Date) of any taxable period that includes (but does not end on) the Closing Date. Claims under clauses (a) through (c) of this Section 12.1 are hereinafter collectively referred to as "Parent Indemnifiable Claims". The rights of Parent Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (b) and all Liabilities arising out (c) of this Section 12.1 shall not be limited by the PPP Loan; (f) any fact that such occurrence may not constitute an inaccuracy in the amount or form of Merger Consideration to be received by each Stockholder as set forth in the Pre-Closing Statement and any claim arising out of the distribution of the Merger Consideration in accordance with the Pre-Closing Statement to any Stockholder who makes an election under Section 3.1(b); and (g) any and all Matters, demands, assessments, audits or judgments arising out breach of any representation or warranty referred to in clause (a) of the foregoingthis Section 12.1.

Indemnification by the Stockholders. Subject to the limitations set forth in this ARTICLE VIII, from and after the Closing, the The Stockholders, jointly and severallyseverally on behalf of themselves and their respective successors, shall indemnifyexecutors, defend administrators, estates, heirs and permitted assigns, agree subsequent to the Effective Time to indemnify and hold harmless the Parent, the Surviving Entity, Corporation and their respective Affiliates and their and their Affiliates' respective successors, assigns, officers, directors, principalsemployees and agents (individually, attorneys, agents, employees or other Representatives (a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties" and each individually a "Parent Indemnified Party") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Damages that a Parent Indemnified Party incurs (a "Loss" or "Losses"), arising out of of, based upon or as a result ofin connection with: (a) any breach, misrepresentation or inaccuracy breach of any of representation or warranty made by the representations and warranties set forth in ARTICLE IV Company or the Stockholders in this Agreement or on in any certificate schedule, exhibit, certificate, agreement or other instrument delivered under or document furnished in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any Company Party to such representations or warranties (collectively, "Parent or Merger Subs pursuant to this Agreement or any Transaction DocumentRepresentation and Warranty Claims"); (b) any breach or nonfulfillment of any pre-Closing covenants, agreements, covenant or obligations of agreement made by the Company or any Company Party contained Stockholder in this Agreement or in any schedule, exhibit, certificate, agreement or other Transaction Document;instrument delivered under or in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; or (c) any and all Taxes with respect to taxes of any the Company Party for incurred with respect to any Pre-Closing Tax Period (including any payroll Taxes deferred under as defined below) to the CARES Act) extent such liability exceeds the amounts accrued therefor and any Taxes payable by any Company Party disclosed to the Parent in SCHEDULE 3.7 hereto (it being understood that such Schedule shall be updated as a result of the transactions contemplated by this Agreement; (d) any Designated Pre-Closing Liabilities; (e) any and all Liabilities arising out to reflect tax accruals as of the PPP Loan; (f) any inaccuracy in the amount or form of Merger Consideration to be received by each Stockholder as set forth in the Pre-Closing Statement and any claim arising out of the distribution of the Merger Consideration in accordance such date consistent with the Pre-Closing Statement to any Stockholder who makes an election under Section 3.1(bCompany's past practices); and (g) any and all Matters, demands, assessments, audits or judgments arising out of any of the foregoing.;

Indemnification by the Stockholders. (a) Subject to Sections 9.1(b) and 10.16 hereof and notwithstanding the limitations set forth in this ARTICLE VIII, from and after Closing or the Closingdelivery of the Shares, the StockholdersStockholders indemnify and agree to fully defend, jointly and severally, shall indemnify, defend save and hold harmless Parenton an after-tax basis UAG, the Surviving EntityMerger Subs, the Companies (after Closing), and any of their respective Affiliates and their and their Affiliates' respective successors, assigns, officers, directors, principalsemployees, attorneysstockholders, agentsadvisors, employees or other Representatives representatives, agents and Affiliates (collectively, the "Parent Indemnified Parties" and each individually a "Parent UAG Indemnified Party") against any Damages that ), if a Parent UAG Indemnified Party incurs arising (including the Companies after the Closing Date) shall at any time or from time to time suffer any Costs arising, directly or indirectly, out of or as a result of: (a) any breach, misrepresentation or inaccuracy of any of the representations and warranties set forth in ARTICLE IV in this Agreement or on any certificate or other instrument or document furnished by any Company Party to Parent or Merger Subs pursuant to this Agreement or any Transaction Document; (b) any breach or nonfulfillment of any pre-Closing covenants, agreementsresulting from, or obligations of shall pay or become obligated to pay any Company Party contained in this Agreement or any other Transaction Document; sum on account of, (ci) any and all Taxes Events of Breach (as defined below) or (ii) any Claim before or by any court, arbitrator, panel, agency or other governmental, administrative or judicial entity, which Claim involves, arises out of or relates to the conduct of the business of the Companies prior to the Closing Date (each a "Stockholders Third Party Claim"), provided that the foregoing provisions of this clause (ii) shall not apply to, and a Stockholders Third Party Claim shall not include, (A) any liability reflected or reserved against on the Company Balance Sheet or included or described in the Notes to the Company Financial Statements, (B) any liability reflected or reserved against on the Closing Date Balance Sheet, (C) any liability disclosed on Schedule 2.6 hereto, (D) any liability for any Claim disclosed on Schedule 2.9(a) hereto or (E) any liability for any Claims arising in the ordinary course of business of any Company Party for any Pre-Closing Tax Period (including any payroll Taxes deferred under the CARES Act) which, individually and any Taxes payable by any Company Party as a result of the transactions contemplated by this Agreement; (d) any Designated Pre-Closing Liabilities; (e) any and all Liabilities arising out of the PPP Loan; (f) any inaccuracy in the amount or form of Merger Consideration aggregate, are not material to be received by each Stockholder as set forth in the Pre-Closing Statement and any claim arising out of the distribution of the Merger Consideration in accordance with the Pre-Closing Statement to any Stockholder who makes an election under Section 3.1(b); and (g) any and all Matters, demands, assessments, audits or judgments arising out of any of the foregoing.such

Indemnification by the Stockholders. Subject to the limitations set forth in this ARTICLE VIII, from and after the Closing, the The Stockholders, jointly and severallyseverally on behalf of themselves and their respective successors, shall indemnifyexecutors, defend administrators, estates, heirs and permitted assigns, agree subsequent to the Closing Date to indemnify and hold harmless the Parent, the Surviving Entity, Company and their respective Affiliates and their and their Affiliates' respective successors, assigns, officers, directors, principalsemployees and agents (individually, attorneys, agents, employees or other Representatives (a "Parent Indemnified Party" and collectively, the "Parent Indemnified Parties" and each individually a "Parent Indemnified Party") from and against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, penalties, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys, accountants and consultants) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) sustained, suffered or incurred by or made against any Damages that a Parent Indemnified Party incurs (a "Loss" or "Losses"), arising out of of, based upon or as a result ofin connection with: (a) any breach, misrepresentation or inaccuracy breach of any of representation or warranty made by the representations and warranties set forth in ARTICLE IV Stockholders in this Agreement or on in any certificate schedule, exhibit, certificate, agreement or other instrument delivered under or document furnished in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any Company Party to such representations or warranties (collectively, "Parent or Merger Subs pursuant to this Agreement or any Transaction DocumentRepresentation and Warranty Claims"); (b) any breach or nonfulfillment of any pre-Closing covenants, agreements, covenant or obligations of agreement made by any Company Party contained Stockholder in this Agreement or in any schedule, exhibit, certificate, agreement or other Transaction Document;instrument delivered under or in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing covered by any such covenant or agreement; or (c) any and all Taxes with respect to taxes of any the Company Party for incurred with respect to any Pre-Closing Tax Period (including any payroll Taxes deferred under as defined below) to the CARES Act) extent such liability exceeds the amounts accrued therefor and any Taxes payable by any Company Party disclosed to the Parent in SCHEDULE 3.7 hereto (it being understood that such Schedule shall be updated as a result of the transactions contemplated by this Agreement; (d) any Designated Closing to reflect tax accruals as of such date consistent with the Company's past practices); the term "Pre-Closing Liabilities; Tax Period" shall mean all taxable periods ending on or before the Closing Date and the portion (eending on the Closing Date) of any taxable period that includes (but does not end on) the Closing Date. Claims under clauses (a) through (c) of this SECTION 12.1 are hereinafter collectively referred to as "Parent Indemnifiable Claims". The rights of Parent Indemnified Parties to recover indemnification in respect of any occurrence referred to in clauses (b) and all Liabilities arising out (c) of this SECTION 12.1 shall not be limited by the PPP Loan; (f) any fact that such occurrence may not constitute an inaccuracy in the amount or form of Merger Consideration to be received by each Stockholder as set forth in the Pre-Closing Statement and any claim arising out of the distribution of the Merger Consideration in accordance with the Pre-Closing Statement to any Stockholder who makes an election under Section 3.1(b); and (g) any and all Matters, demands, assessments, audits or judgments arising out breach of any representation or warranty referred to in clause (a) of the foregoingthis SECTION 12.1.