Common use of Indemnification Obligations of the Shareholders Clause in Contracts

Indemnification Obligations of the Shareholders. Subject to the restrictions and limitations set forth in this Section 9, the Shareholders shall, jointly and severally (in the proportions set forth in Section 9.6), indemnify, defend and hold harmless the Purchaser, the Parent and their respective officers, directors, employees, and affiliates, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "PURCHASER INDEMNIFIED PARTIES") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses), whether or not involving a third-party claim, arising out of or relating to: (a) any liability or obligation of the Company of any nature whatsoever (including, but not limited to, the Excluded Liabilities), except the Assumed Liabilities; (b) any breach or inaccuracy of any representation or warranty made by the Company or Shareholders in Section 3 of this Agreement; (c) any breach of any covenant, agreement or undertaking made by the Company and Shareholders in this Agreement; and (d) any non-compliance by the parties hereto with any applicable bulk sales laws. The claims, liabilities, obligations, losses, costs, expenses, and damages of the Purchaser Indemnified Parties described in this Section 9.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "PURCHASER LOSSES."

Indemnification Obligations of the Shareholders. Subject to To the restrictions and limitations set forth extent provided in this Section 910.3, the Shareholders shallShareholders, jointly and severally (in the proportions set forth on a pro-rata basis as defined in Section 9.6)10.3(c) and not jointly, agree to indemnify, defend and hold harmless the Purchaser, the Parent and its subsidiaries and Affiliates (including Sub and the Surviving Corporation), each of their respective officers, directors, employees, agents and affiliates, representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "PURCHASER INDEMNIFIED PARTIESParent Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages (including exemplary or consequential damages) whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses), whether or not involving a third-party claim, ) ("Damages") arising out of or relating to: (a) any liability or obligation of the Company of any nature whatsoever (including, but not limited to, the Excluded Liabilities), except the Assumed Liabilities; (b) any breach or inaccuracy of any representation or warranty made by or with respect to the Company Company, any of its Subsidiaries, or Shareholders any Shareholder in Section 3 of this Agreement; (cb) any breach of any covenant, agreement or undertaking made by or with respect to the Company and Shareholders Company, any of its subsidiaries, or any Shareholder in this Agreement; and; (c) any fraud made by or with respect to the Company, any of its Subsidiaries, or any Shareholder in connection with this Agreement and the transactions contemplated hereby; (d) any non-compliance by amounts paid in excess of the parties hereto with any applicable bulk sales lawsAverage Closing Price to holders of Dissenting Shares pursuant to such holders' exercise of dissenters' rights incident to the Merger; (e) the aggregate Damages relating to the matters described on Schedule 10.1(e); and (f) the aggregate Damages relating to the matters described on Schedule 10.1(f). The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Purchaser Parent Indemnified Parties described in this Section 9.1 10.1 as to which the Purchaser Parent Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "PURCHASER LOSSESParent Losses."

Indemnification Obligations of the Shareholders. Subject to Following the restrictions and limitations set forth in this Section 9Closing, each of the Shareholders shall, jointly and severally (in the proportions set forth in Section 9.6)severally, indemnify, defend and hold harmless the PurchaserParent, Merger Sub, LLC, the Parent Company and the Surviving Entity, and each of their respective officers, directors, employees, agents and affiliates, representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "PURCHASER INDEMNIFIED PARTIES") “Parent Indemnified Parties”), from, against and in respect of of, and compensate and reimburse them for, any and all demands, claims, liabilitiessuits, proceedings, Liabilities, obligations, losses, fees, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, including amounts paid in settlement, reasonable costs of investigation and reasonable attorneys' ’ fees and expenses) (collectively, “Losses”), whether or not involving a third-party claim, arising out of or relating toto any of the following: (a) any liability or obligation of the Company of any nature whatsoever (including, but not limited to, the Excluded Liabilities), except the Assumed Liabilities; (b) any breach or inaccuracy of any representation or warranty made set forth in Article III of this Agreement or any certificate delivered by the Company or Shareholders in Section 3 of this Agreementat Closing; (cb) any breach of any covenant, agreement or undertaking made by the Company and Shareholders in this AgreementAgreement (but excluding the Ancillary Agreements); (c) the Dissenting Shares (if any), (i) to the extent that, as of the date a Claim Notice is delivered with respect to this Section 7.1(b), the aggregate amount that Parent or the Surviving Entity has paid in connection with such dissenters’ Claims which have been resolved as of the date of the Claim Notice (the “Resolved Dissenters’ Claims”) exceeds, as of the date of the applicable Claim Notice, the aggregate amounts in excess of the Merger Consideration payable in respect of such Dissenting Shares that were the basis of such Resolved Dissenters’ Claims, and (ii) with respect to the reasonable fees, costs and expenses incurred in connection with the settlement and/or litigation of any demand made by the holder of a Dissenting Share (including reasonable attorneys’ fees and costs); andor (d) any non-compliance by inaccuracy in the parties hereto with any applicable bulk sales lawsClosing Payment Schedule. The claimsParties acknowledge and agree that, liabilitiessubject to the provisions of this Agreement, obligationsif the Surviving Entity suffers, losses, costs, expenses, and damages of the Purchaser Indemnified Parties described incurs or otherwise becomes subject to any Losses set forth in this Section 9.1 7.1, then, solely for the purposes of having a right or standing to initiate or cause a Claim Notice to be delivered as herein contemplated, or to which otherwise maintain or support such claim therein contemplated, Parent shall also be deemed, by virtue of its ownership of the Purchaser Indemnified Parties are entitled limited liability company interests of the Surviving Entity, to indemnification are hereinafter collectively referred have incurred Losses, without duplication, as a result of and in connection with such inaccuracy or breach and, for the avoidance of doubt, the Loss suffered by the Surviving Entity shall be deemed, without duplication, to as "PURCHASER LOSSESbe the Loss of Parent. Materiality qualifications or any similar qualifications in any representation or warranty shall only be taken into account in determining whether an inaccuracy or breach in connection with such representation or warranty (or failure of any representation or warranty to be accurate) exists, and shall not be taken into account in determining the amount of any Losses with respect to such inaccuracy, breach or failure to be accurate."

Indemnification Obligations of the Shareholders. Subject to the restrictions other provisions of this Article IV, from and limitations set forth in this Section 9after Closing, the Shareholders shall, jointly and severally (in the proportions set forth in Section 9.6)shall defend, indemnify, defend and hold harmless the PurchaserBuyer, the Parent Surviving Corporation and their respective directors, officers, employees and agents harmless from and against, and shall reimburse the Buyer, the Surviving Corporation, and their directors, employeesofficers, employees and affiliates, and each of the heirs, executors, successors and assigns of any of the foregoing agents as applicable (collectively, the "PURCHASER INDEMNIFIED PARTIESBuyer Indemnified Parties") from), against with respect to any and in respect all of any and all claims, liabilities, obligations, losses (for avoidance of doubt, including Tax losses), costsdamages (other than consequential or punitive damages), expenses, and damages whenever arising or incurred (including, without limitation, amounts paid in settlementclaims, costs of investigation and expenses (including reasonable attorneys' attorneys fees and expenses), whether awards and judgments ("Losses") incurred by any of them by reason of or not involving a third-party claim, arising out of or relating toin connection with any of the following: (a) any liability breach, or obligation of any claim (including claims by parties other than the Buyer or Sub) that if true, would constitute a breach by the Company of any nature whatsoever (including, but not limited to, the Excluded Liabilities), except the Assumed Liabilities; (b) any breach or inaccuracy of any representation or warranty made by of the Shareholders or the Company contained in this Agreement, or Shareholders in Section 3 any certificate delivered to the Buyer and Sub pursuant to the provisions of this Agreement; (b) the failure, partial or total, of the Shareholders to perform any agreement or covenant required by this Agreement to be performed by any of them; (c) any breach the Designated Note, the obligations of any covenantof the Shareholders or their predecessors under arrangements with the Designated Holder, agreement and any litigation arising out of or undertaking made by in connection with the Company and Designated Note or the obligation of any of the Shareholders in this Agreement; andor their predecessors under arrangements with the Designated Holder (the "Designated Claim"); (d) any non-compliance matter covered by the parties hereto with any applicable bulk sales laws. The claims, liabilities, obligations, losses, costs, expenses, and damages of Tax Indemnification provisions in Section 4.9; (e) the Purchaser Indemnified Parties special indemnity matter described in this Section 9.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "PURCHASER LOSSES."Schedule 4.1

Indemnification Obligations of the Shareholders. (a) Subject to the restrictions and limitations set forth in this Section 9, the Shareholders shall, jointly and severally (in the proportions on indemnification set forth in Section 9.6)8.7 hereof, indemnifyand without prejudice to the right of Purchaser (i) to bring an action for and recover damages with respect to any breach of Section 5 and (ii) to recover under the terms of the Deed of Tax Covenant, defend from and after the Closing Date, the Shareholders shall jointly and severally indemnify and hold harmless the Purchaser, the Parent Company and any of their Affiliates (sometimes referred to collectively in this Section 8 as "Purchaser"), and their respective officers, directors, employees, and affiliates, and each of the heirs, executors, successors and assigns of any of the foregoing (collectivelyassigns, the "PURCHASER INDEMNIFIED PARTIES") from, from and against and in respect of any and all claimsamounts due, liabilitiespayable or paid by Purchaser or the Company with respect to any and all Liabilities of the Company, Proceedings, Judgments, obligations, losses, costsdamages, expensesdeficiencies, and damages whenever arising or incurred (includingsettlements, without limitationassessments, amounts paid in settlementcharges, costs of investigation and reasonable attorneys' fees and expenses), whether or not involving a third-party claim, arising out of or relating to: (a) any liability or obligation of the Company of any nature whatsoever expenses (including, but not limited to, reasonable attorneys' fees) of the Excluded Liabilities)Company to the extent attributable to any period ending on or prior to the Closing Date, except and then only to the Assumed Liabilities;extent such amounts are not recorded as current liabilities on the Closing Date Balance Sheet. (b) From and after the Closing Date, each Shareholder shall severally and individually indemnify and hold harmless Purchaser, and its successors and assigns, from and against any breach or inaccuracy of any representation or warranty made by the Company or Shareholders in Section 3 of this Agreement; (c) any breach of any covenantand all Liabilities, agreement or undertaking made by the Company and Shareholders in this Agreement; and (d) any non-compliance by the parties hereto with any applicable bulk sales laws. The claimsProceedings, liabilitiesJudgments, obligations, losses, costsdamages, expensesdeficiencies, settlements, assessments, charges, costs and damages expenses (including, but not limited to, reasonable attorneys' fees) resulting from any misrepresentation or breach of warranty on the Purchaser Indemnified Parties described part of such Shareholder under Section 4 of this Stock Purchase Agreement (a claim for indemnification in this Section 9.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as respect of such a breach being a "PURCHASER LOSSESSECTION 4 CLAIM")."