Common use of Indemnification Obligations of the Stockholders Clause in Contracts

Indemnification Obligations of the Stockholders. (a) From and after the Closing, the Indemnified Parties shall be held harmless and shall be indemnified from and against, and shall be compensated, reimbursed and paid for, any and all Losses which are directly or indirectly suffered or incurred by any Indemnified Party or to which any Indemnified Party may otherwise become subject (regardless of whether or not such Losses relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty of the Company set forth in this Agreement, the Company Compliance Certificate, the Company Disclosure Schedule, or any other document, certificate, schedule or instrument delivered or executed in connection herewith (in each case, without regard to the words “material”, “Material Adverse Effect” or similar materiality qualifiers contained therein), including, but not limited to any inaccuracy in or breach of any representation or warranty of the Company set forth in this Agreement, the Company Compliance Certificate, the Company Disclosure Schedule, or any other document, certificate, schedule or instrument delivered or executed in connection herewith (in each case, without regard to the words “material”, “Material Adverse Effect” or similar materiality qualifiers contained therein) that is disclosed to any Indemnified Party, orally or in writing, at any time at or prior to the Closing, unless otherwise consented to in writing by each of the Indemnified Parties, which consent may be withheld by any such Indemnified Party in its, his or her sole and absolute discretion; (ii) any breach of any covenant, obligation, agreement or undertaking made by the Company in this Agreement or in any Related Agreement (including, but not limited to, the covenants set forth in Section 4), including, but not limited to any breach of any covenant, obligation, agreement or undertaking made by the Company in this Agreement or in any Related Agreement (including, but not limited to, the covenants set forth in Section 4) that is disclosed to any Indemnified Party, orally or in writing, at any time at or prior to the Closing, unless otherwise consented to in writing by each of the Indemnified Parties, which consent may be withheld by any such Indemnified Party in its, his or her sole and absolute discretion; (iii) any demands by holders of the Company Common Stock under Section 262 of the DGCL (which shall include without limitation amounts paid to such holders with respect to such demands in excess of the Closing Per Share Consideration payable to holders of the Company’s capital stock pursuant to Section 1 of this Agreement, as well as reasonable attorneys’ fees and expenses incurred in connection with such demands, to the extent payable by the Company); (iv) the amount of any Transaction Expenses in excess of the amount certified by the Chief Financial Officer of the Company pursuant to Section 5.7(d); and (v) any Legal Proceeding relating to any matter referred to in clauses “(i)” through “(iv)” above (including any Legal Proceeding commenced by any Indemnified Party for the purpose of enforcing any of its rights under this Section 8). Notwithstanding anything in this Agreement to the contrary, the Closing shall not be deemed to constitute a waiver of any rights under this Section 8.2(a) by, or on behalf of, any Indemnified Party, for any purpose, with respect to any Losses that arise from or as a result of, or are directly or indirectly connected with any matter set forth under clauses (i) through (v) of which such Indemnified Party had (or may have had) knowledge as of the Closing. (b) In the event the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in or breach or alleged breach of any representation, warranty, covenant or obligation of the Company, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, breach or alleged breach. Notwithstanding anything in this Agreement to the contrary, the Closing shall not be deemed to constitute a waiver of any rights under this Section 8.2(b) by, or on behalf of, any Indemnified Party, for any purpose, with respect to any Losses subject to the foregoing sentence that arise from or as a result of, or are directly or indirectly connected with any matter of which Parent had (or may have had) knowledge as of the Closing. (c) The Entitled Holders shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any liability to which such holders may become subject under or in connection with this Agreement or the Escrow Agreement.

Indemnification Obligations of the Stockholders. (a) From The Stockholders, jointly and severally (collectively, the “Indemnifying Parties”), shall indemnify the Purchaser and its Affiliates (including the Company after the Closing), stockholders, officers, directors, managers, employees, agents, partners, Representatives, successors and assigns (collectively, the “Indemnified Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Indemnified Parties shall be held harmless as and shall be indemnified from when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys’ fees and against, and shall be compensated, reimbursed and paid for, any expenses and all Losses which are directly amounts paid in investigation, defense or indirectly suffered or incurred by settlement of any Indemnified Party or to of the foregoing) (collectively, “Losses”), which any such Indemnified Party may otherwise suffer, sustain or become subject (regardless of whether or not such Losses relate to any third-party claim) and which arise from or to, as a result of, in connection with, arising out of, relating or are directly incidental to or indirectly connected withby virtue of: (i) any inaccuracy in or breach of any representation or warranty of the Company or the Stockholders set forth in this Agreement or any of the Schedules or Exhibits attached to this Agreement, the Company Compliance Certificate, the Company Disclosure Schedule, Certificate or any other documentStockholder Related Agreement, certificate, schedule or instrument delivered or executed in connection herewith (in each case, without regard to the words “material”, “Material Adverse Effect” or similar materiality qualifiers contained therein), including, but not limited to any inaccuracy in or breach of any whether such representation or warranty is made as of the date of this Agreement or as of the Closing Date (without giving effect to any materiality, Company set forth in this Agreement, the Company Compliance Certificate, the Company Disclosure Schedule, or any other document, certificate, schedule or instrument delivered or executed in connection herewith (in each case, without regard to the words “material”, “Material Adverse Effect” Effect or other similar materiality qualifiers qualification contained therein) that is disclosed to any Indemnified Party, orally in such representation or in writing, at any time at or prior to the Closing, unless otherwise consented to in writing by each of the Indemnified Parties, which consent may be withheld by any such Indemnified Party in its, his or her sole and absolute discretionwarranty); (ii) any non-fulfillment or breach of any covenant, obligation, agreement or undertaking made by the Company or the Stockholders in this Agreement or any of the Schedules or Exhibits attached to this Agreement, or in any Stockholder Related Agreement Agreement; (includingiii) the Net Debt Adjustment Amount; (iv) any fraud or intentional misrepresentation of the Company with respect to any representation, but not limited towarranty or covenant of the Company contained in this Agreement, the covenants set forth in Company Compliance Certificate or any other Stockholder Related Agreement; (v) any liability or obligation of the Company for (i) any Taxes that are the responsibility of the Stockholders pursuant to Section 45.8(c), including, (ii) any Taxes incurred in any Tax period beginning after the Closing Date but not limited arising from the settlement or other resolution with any Governmental Body of an asserted Tax liability which relates to any breach Tax period or portion thereof ending on or before the Closing Date, or (iii) the unpaid Taxes of any covenantPerson under Treasury Regulations Section 1.1502-6 (or any similar provision of other federal, obligationprovincial, agreement state, local or undertaking made foreign Law), as a transferee or successor, by Contract or otherwise, in each case whether or not disclosed to the Company Purchaser in any Exhibits or Schedules to this Agreement or in any Related Agreement otherwise; (includingvi) the operations, but not limited to, actions or omissions of the covenants set forth in Section 4) that is disclosed to any Indemnified Party, orally or in writing, at any time at or Company prior to the Closing, unless otherwise consented to in writing by each of other than the Indemnified Parties, which consent may be withheld by any such Indemnified Party in its, his or her sole and absolute discretion; (iii) any demands by holders obligations of the Company Common Stock under Section 262 of any Material Contracts or Governmental Authorizations held by the DGCL (which shall include without limitation amounts paid to such holders with respect to such demands in excess of the Closing Per Share Consideration payable to holders of the Company’s capital stock pursuant to Section 1 of this Agreement, as well as reasonable attorneys’ fees and expenses incurred in connection with such demands, Company solely to the extent payable by such obligations were not required to be performed on or prior to the Company); (iv) Closing Date and accrue and relate to the amount of any Transaction Expenses in excess operation of the amount certified by the Chief Financial Officer business of the Company pursuant subsequent to Section 5.7(d)the Closing Date; and (vvii) any Legal Proceeding Proceedings directly or indirectly relating to any breach, alleged breach, liability or other matter of the type referred to in clauses “(i)” ) through “(iv)” vii) above (including any Legal Proceeding commenced by any Indemnified Party for the purpose of enforcing any of its rights under this Section 8). Notwithstanding anything in this Agreement to the contrary, the Closing shall not be deemed to constitute a waiver of any rights under this Section 8.2(a) by, or on behalf of, any Indemnified Party, for any purpose, with respect to any Losses that arise from or as a result of, or are directly or indirectly connected with any matter set forth under clauses (i) through (v) of which such Indemnified Party had (or may have had) knowledge as of the Closing10.1). (b) In the event that the Surviving Corporation Company suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in or breach or alleged breach of any representation, warranty, covenant or obligation of the CompanyCompany or the Stockholders or other matter referred to in Section 10.1(a), then (without limiting any of the rights of the Surviving Corporation Purchaser as an Indemnified Party) Parent the Purchaser shall also be deemed, by virtue of its their ownership of the stock of the Surviving CorporationShares, to have suffered, incurred or otherwise become subject to Losses as a result of and in connection with such inaccuracy, breach, alleged breach or alleged breach. Notwithstanding anything in this Agreement to the contrary, the Closing shall not be deemed to constitute a waiver of any rights under this Section 8.2(b) by, or on behalf of, any Indemnified Party, for any purpose, with respect to any Losses subject to the foregoing sentence that arise from or as a result of, or are directly or indirectly connected with any matter of which Parent had (or may have had) knowledge as of the Closingother matter. (c) The Entitled Holders current or former stockholders of the Company shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation Company in connection with any indemnification obligation or any liability to which such holders current or former stockholders of the Company may become subject under or in connection with this Agreement or any other agreement or document delivered to the Escrow Purchaser in connection with this Agreement.

Indemnification Obligations of the Stockholders. (a) From and after following the ClosingClosing and subject to the limitations contained in this Article X, each of the Parent Indemnified Parties shall be indemnified and held harmless solely and shall be indemnified exclusively from and the Indemnity Escrow Fund from, against, and shall be compensated, reimbursed and paid forin respect of, any and all Losses which are directly claims, Liabilities, damages, losses, costs, expenses, penalties, fines and judgments (at equity or indirectly suffered at Law, including statutory and common) whenever arising or incurred by any Indemnified Party (including amounts paid in settlement, costs of investigation and reasonable attorneys’ fees and expenses) (collectively, the “Parent Losses”) arising out of or to which any Indemnified Party may otherwise become subject (regardless of whether or not such Losses relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected withrelating to: (ia) any misrepresentation, breach or inaccuracy in or breach of any representation or warranty of the Company set forth in this Agreement, the Company Compliance Certificate, the Company Disclosure Schedule, or any other document, certificate, schedule or instrument delivered or executed in connection herewith (in each case, without regard to the words “material”, “Material Adverse Effect” or similar materiality qualifiers contained therein), including, but not limited to any inaccuracy in or breach of any representation or warranty of the Company set forth in this Agreement, the Company Compliance Certificate, the Company Disclosure Schedule, or any other document, certificate, schedule or instrument delivered or executed in connection herewith (in each case, without regard to the words “material”, “Material Adverse Effect” or similar materiality qualifiers contained therein) that is disclosed to any Indemnified Party, orally or in writing, at any time at or prior to the Closing, unless otherwise consented to in writing by each of the Indemnified Parties, which consent may be withheld by any such Indemnified Party in its, his or her sole and absolute discretion; (ii) any breach of any covenant, obligation, agreement or undertaking made by the Company in this Agreement or in any Related Agreement Agreement; (including, but not limited to, the covenants set forth in Section 4), including, but not limited to b) any breach of or failure by the Company (to the extent required to be performed prior to the Closing) to comply with, perform or discharge any covenant, obligation, agreement or undertaking covenant made by the Company in this Agreement; (c) any Indemnified Taxes; (d) claims by any Equity Holder of the Company (or any other Person who claims such Person was granted Equity Interests in the Company prior to the Closing) as a result of the Merger, other than any claims (i) relating to Parent’s failure to pay any portion of the Merger Consideration pursuant to this Agreement, (ii) against Parent or any of its Affiliates (other than any member of the Company Group) unrelated in any way to any member of the Company Group or (iii) against Parent arising under this Agreement or any Transaction Document; or (e) the Closing Date Indebtedness or Transaction Expenses to the extent not reflected in the Final Adjustment Schedule. For purposes of determining whether any Related representation or warranty contained in this Agreement has been breached and for purposes of determining the amount of any Parent Losses arising from any breach of a representation or warranty (including, but not limited to, other than the covenants representations and warranties set forth in Section 4) 4.7, Section 4.8 and Section 4.9(a)), the determination will be made without regard to materiality, Material Adverse Effect or similar qualifications that is disclosed to any Indemnified Party, orally or in writing, at any time at or prior to the Closing, unless otherwise consented to in writing by each of the Indemnified Parties, which consent may be withheld by any such Indemnified Party in its, his or her sole and absolute discretion; (iii) any demands by holders of the Company Common Stock under Section 262 of the DGCL (which shall include without limitation amounts paid to such holders with respect to such demands in excess of the Closing Per Share Consideration payable to holders of the Company’s capital stock pursuant to Section 1 of this Agreement, as well as reasonable attorneys’ fees and expenses incurred in connection with such demands, to the extent payable by the Company); (iv) the amount of any Transaction Expenses in excess of the amount certified by the Chief Financial Officer of the Company pursuant to Section 5.7(d); and (v) any Legal Proceeding relating to any matter referred to in clauses “(i)” through “(iv)” above (including any Legal Proceeding commenced by any Indemnified Party for the purpose of enforcing any of its rights under this Section 8). Notwithstanding anything in this Agreement to the contrary, the Closing shall not be deemed to constitute a waiver of any rights under this Section 8.2(a) by, or on behalf of, any Indemnified Party, for any purpose, with respect to any Losses that arise from or as a result of, or are directly or indirectly connected with any matter set forth under clauses (i) through (v) of which such Indemnified Party had (or may have had) knowledge as of the Closingcontained therein. (b) In the event the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in or breach or alleged breach of any representation, warranty, covenant or obligation of the Company, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, breach or alleged breach. Notwithstanding anything in this Agreement to the contrary, the Closing shall not be deemed to constitute a waiver of any rights under this Section 8.2(b) by, or on behalf of, any Indemnified Party, for any purpose, with respect to any Losses subject to the foregoing sentence that arise from or as a result of, or are directly or indirectly connected with any matter of which Parent had (or may have had) knowledge as of the Closing. (c) The Entitled Holders shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any liability to which such holders may become subject under or in connection with this Agreement or the Escrow Agreement.

Indemnification Obligations of the Stockholders. (a) From The Stockholders, jointly and severally (collectively, the “Indemnifying Parties”), shall indemnify the Purchaser and its Affiliates (including the Company after the Closing), stockholders, officers, directors, managers, employees, agents, partners, Representatives, successors and assigns (collectively, the “Indemnified Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Indemnified Parties shall be held harmless as and shall be indemnified from when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable attorneys’ fees and against, and shall be compensated, reimbursed and paid for, any expenses and all Losses which are directly amounts paid in investigation, defense or indirectly suffered or incurred by settlement of any Indemnified Party or to of the foregoing) (collectively, “Losses”), which any such Indemnified Party may otherwise suffer, sustain or become subject (regardless of whether or not such Losses relate to any third-party claim) and which arise from or to, as a result of, in connection with, arising out of, relating or are directly incidental to or indirectly connected withby virtue of: (i) any inaccuracy in or breach of any representation or warranty of the Company or the Stockholders set forth in this Agreement or any of the Schedules or Exhibits attached to this Agreement, the Company Compliance Certificate, the Company Disclosure Schedule, Certificate or any other documentStockholder Related Agreement, certificate, schedule or instrument delivered or executed in connection herewith (in each case, without regard to the words “material”, “Material Adverse Effect” or similar materiality qualifiers contained therein), including, but not limited to any inaccuracy in or breach of any whether such representation or warranty is made as of the date of this Agreement or as of the Closing Date (without giving effect to any materiality, Company set forth in this Agreement, the Company Compliance Certificate, the Company Disclosure Schedule, or any other document, certificate, schedule or instrument delivered or executed in connection herewith (in each case, without regard to the words “material”, “Material Adverse Effect” Effect or other similar materiality qualifiers qualification contained therein) that is disclosed to any Indemnified Party, orally in such representation or in writing, at any time at or prior to the Closing, unless otherwise consented to in writing by each of the Indemnified Parties, which consent may be withheld by any such Indemnified Party in its, his or her sole and absolute discretionwarranty); (ii) any non-fulfillment or breach of any covenant, obligation, agreement or undertaking made by the Company or the Stockholders in this Agreement or any of the Schedules or Exhibits attached to this Agreement, or in any Stockholder Related Agreement Agreement; (includingiii) the Net Debt Adjustment Amount; (iv) any fraud or intentional misrepresentation of the Company with respect to any representation, but not limited towarranty or covenant of the Company contained in this Agreement, the covenants set forth in Company Compliance Certificate or any other Stockholder Related Agreement; (v) any liability or obligation of the Company for (i) any Taxes that are the responsibility of the Stockholders pursuant to Section 45.8(c), including, (ii) any Taxes incurred in any Tax period beginning after the Closing Date but not limited arising from the settlement or other resolution with any Governmental Body of an asserted Tax liability which relates to any breach Tax period or portion thereof ending on or before the Closing Date, or (iii) the unpaid Taxes of any covenantPerson under Treasury Regulations Section 1.1502-6 (or any similar provision of other federal, obligationprovincial, agreement state, local or undertaking made foreign Law), as a transferee or successor, by Contract or otherwise, in each case whether or not disclosed to the Company Purchaser in any Exhibits or Schedules to this Agreement or in any Related Agreement otherwise; (includingvi) the operations, but not limited to, actions or omissions of the covenants set forth in Section 4) that is disclosed to any Indemnified Party, orally or in writing, at any time at or Company prior to the Closing, unless otherwise consented to in writing by each of other than the Indemnified Parties, which consent may be withheld by any such Indemnified Party in its, his or her sole and absolute discretion; (iii) any demands by holders obligations of the Company Common Stock under Section 262 of any Material Contracts or Governmental Authorizations held by the DGCL (which shall include without limitation amounts paid to such holders with respect to such demands in excess of the Closing Per Share Consideration payable to holders of the Company’s capital stock pursuant to Section 1 of this Agreement, as well as reasonable attorneys’ fees and expenses incurred in connection with such demands, Company solely to the extent payable by 37 such obligations were not required to be performed on or prior to the Company); (iv) Closing Date and accrue and relate to the amount of any Transaction Expenses in excess operation of the amount certified by the Chief Financial Officer business of the Company pursuant subsequent to Section 5.7(d)the Closing Date; and (vvii) any Legal Proceeding Proceedings directly or indirectly relating to any breach, alleged breach, liability or other matter of the type referred to in clauses “(i)” ) through “(iv)” vii) above (including any Legal Proceeding commenced by any Indemnified Party for the purpose of enforcing any of its rights under this Section 8). Notwithstanding anything in this Agreement to the contrary, the Closing shall not be deemed to constitute a waiver of any rights under this Section 8.2(a) by, or on behalf of, any Indemnified Party, for any purpose, with respect to any Losses that arise from or as a result of, or are directly or indirectly connected with any matter set forth under clauses (i) through (v) of which such Indemnified Party had (or may have had) knowledge as of the Closing10.1). (b) In the event that the Surviving Corporation Company suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in or breach or alleged breach of any representation, warranty, covenant or obligation of the CompanyCompany or the Stockholders or other matter referred to in Section 10.1(a), then (without limiting any of the rights of the Surviving Corporation Purchaser as an Indemnified Party) Parent the Purchaser shall also be deemed, by virtue of its their ownership of the stock of the Surviving CorporationShares, to have suffered, incurred or otherwise become subject to Losses as a result of and in connection with such inaccuracy, breach, alleged breach or alleged breach. Notwithstanding anything in this Agreement to the contrary, the Closing shall not be deemed to constitute a waiver of any rights under this Section 8.2(b) by, or on behalf of, any Indemnified Party, for any purpose, with respect to any Losses subject to the foregoing sentence that arise from or as a result of, or are directly or indirectly connected with any matter of which Parent had (or may have had) knowledge as of the Closingother matter. (c) The Entitled Holders shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any liability to which such holders may become subject under or in connection with this Agreement or the Escrow Agreement.

Indemnification Obligations of the Stockholders. (a) From and after the ClosingEffective Time, the Company Stockholders shall severally and not jointly indemnify and hold harmless the Indemnified Parties shall be held harmless and shall be indemnified from and against, and shall be compensated, reimbursed and paid for, against any and all Losses which are paid, suffered, incurred, sustained or accrued by the Indemnified Parties, or any of them, directly or indirectly suffered or incurred by any Indemnified Party or to which any Indemnified Party may otherwise become subject (regardless of whether or not such Losses relate to any third-party claim) and which arise from or indirectly, as a result of, arising out of or are directly or indirectly connected in connection with: (i) any inaccuracy in or misrepresentation in, or breach of of, any representation or warranty of the Company set forth in this Agreement, the Company Compliance Certificate, the Company Disclosure Schedule, or any other document, certificate, schedule Company Related Agreement or instrument delivered in any of the schedules or executed in connection herewith exhibits to this Agreement (in each case, such Losses to be determined without regard giving effect to the words any “material”, ,” “Company Material Adverse Effect” or similar materiality qualifiers qualifications contained therein), including, but not limited to in any inaccuracy in or breach of any such representation or warranty of the Company set forth in this Agreement, the Company Compliance Certificate, the Company Disclosure Schedule, or any other document, certificate, schedule or instrument delivered or executed in connection herewith (in each case, without regard to the words “material”, “Material Adverse Effect” or similar materiality qualifiers contained therein) that is disclosed to any Indemnified Party, orally or in writing, at any time at or prior to the Closing, unless otherwise consented to in writing by each of the Indemnified Parties, which consent may be withheld by any such Indemnified Party in its, his or her sole and absolute discretionwarranty); (ii) any failure by the Company to perform or comply with, or any breach of of, any covenant, obligation, agreement or undertaking made by the Company in this Agreement, any Company Related Agreement or in any Related Agreement (including, but not limited to, the covenants set forth in Section 4), including, but not limited certificates or other instruments delivered pursuant to any breach Article IV of any covenant, obligation, agreement or undertaking made by the Company in this Agreement or in any Related Agreement (including, but not limited to, the covenants set forth in Section 4) that is disclosed to any Indemnified Party, orally or in writing, at any time at or prior to the Closing, unless otherwise consented to in writing by each of the Indemnified Parties, which consent may be withheld by any such Indemnified Party in its, his or her sole and absolute discretionAgreement; (iii) any demands by holders fraud with respect to this Agreement, any Company Related Agreement or any certificates or other instruments delivered pursuant to this Agreement on the part of the Company; (iv) any Indebtedness of the Company Common Stock incurred prior to the Closing Date; (v) any of the Company Benefit Plans in respect of or relating to any period ending on or prior to the Closing Date, including the termination thereof pursuant to Section 6.15 hereof; or (vi) the excess by which any adjudged amount paid to any Company Stockholder under Section 262 of the DGCL (which shall include without limitation amounts paid to such holders with respect to such demands in excess or Chapter 13 of the Closing Per Share CCC, exceeds the Merger Consideration payable to holders of the Company’s capital stock which such Company Stockholder was entitled pursuant to Section 1 of this Agreement, as well as reasonable attorneys’ fees and expenses incurred in connection with such demands, . Notwithstanding anything to the extent payable by the Company); contrary contained herein, no Indemnified Party shall be entitled to make any claim for recovery for any Losses related to or arising from (ivA) the amount value or condition of any Transaction Expenses in excess of the amount certified by the Chief Financial Officer Tax asset (e.g., net operating loss carry forward or tax credit carryforward) of the Company pursuant or (B) the ability of Parent, the Surviving Corporation or their Affiliates to Section 5.7(d); andutilize such Tax asset following the Effective Time. (vb) From and after the Effective Time, each Company Stockholder, severally and not jointly, shall indemnify and hold harmless the Indemnified Parties from and against any Legal Proceeding relating to any matter referred to in clauses “(i)” through “(iv)” above (including any Legal Proceeding commenced and all Losses paid, suffered, incurred, sustained or accrued by any the Indemnified Party for the purpose of enforcing Parties, or any of its rights under this Section 8). Notwithstanding anything in this Agreement to the contrarythem, the Closing shall not be deemed to constitute a waiver of any rights under this Section 8.2(a) bydirectly or indirectly, or on behalf of, any Indemnified Party, for any purpose, with respect to any Losses that arise from or as a result of, arising out of or are directly or indirectly connected in connection with any matter inaccuracy or misrepresentation in, or breach of, any representation or warranty of such Company Stockholder set forth under clauses (i) through (v) of which such Indemnified Party had (or may have had) knowledge as of the Closingin this Agreement. (bc) In the event the Surviving Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in or misrepresentation in, any failure by the Company to perform or comply with, or breach or alleged breach of of, any representation, warranty, covenant or obligation of the Company, then (without limiting any of the rights of the Surviving Corporation as an Indemnified Party) Parent shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy, breach or alleged breach. Notwithstanding anything in this Agreement to the contrary, the Closing shall not be deemed to constitute a waiver of any rights under this Section 8.2(b) by, or on behalf of, any Indemnified Party, for any purpose, with respect to any Losses subject to the foregoing sentence that arise from or as a result of, or are directly or indirectly connected with any matter of which Parent had (or may have had) knowledge as of the Closing. (cd) The Entitled Holders Company Stockholders shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Surviving Corporation in connection with any indemnification obligation or any liability to which such holders the Company Stockholders of the Company may become subject under or in connection with this Agreement or the Escrow Agreement.