Common use of Indemnification of Parent Indemnified Parties Clause in Contracts

Indemnification of Parent Indemnified Parties. (a) Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto. For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement. (b) Notwithstanding the foregoing, (i) in the event that both Stockholder and, if applicable, the Holding Vehicle in which such Stockholder holds voting equity interests (the “Applicable Holding Vehicle”), are parties to Closing Agreements with Parent, the Applicable Holding Vehicle shall be the indemnitor of first resort with respect to the claims that may be brought by any Parent Indemnified Parties against such Stockholder pursuant to Article 9 of the Merger Agreement, with the obligations of the Applicable Holding Vehicle being primary and any obligations of such Stockholder being full and unconditional but secondary with respect to such indemnification obligations described in the foregoing sentence, and (ii) in the event that the Applicable Holding Vehicle distributes the shares of Parent Common Stock held by it to such Stockholder or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share. (c) The Miscellaneous provisions contained in Article 10 of the Merger Agreement (including Sections 10.9, 10.11, 10.12 and 10.18) shall be binding upon Stockholder with respect to the interpretation, enforceability, performance, termination or validity of Article 9 and any claims for indemnification made thereunder.

Indemnification of Parent Indemnified Parties. (a) Stockholder hereby agrees to be bound by the provisions of Article 9 of the Merger Agreement as if Stockholder were a direct party thereto. For the avoidance of doubt, the obligation of Stockholder to indemnify the Parent Indemnified Parties against, save and hold the Parent Indemnified Parties harmless from and against, and pay on behalf of or reimburse the Parent Indemnified Parties for, any Adverse Consequences pursuant to Article 9 of the Merger Agreement shall be subject to the limitations and procedures expressly set forth in Article 9 of the Merger Agreement. (b) Notwithstanding the foregoing, (i) in the event that both Stockholder and, if applicable, any Person which holds the Holding Vehicle in which such Stockholder holds voting equity interests in such Stockholder (the a “Applicable Holding VehicleVehicle Member”), are parties to Closing Agreements with Parent, the Applicable Holding Vehicle Stockholder shall be the indemnitor of first resort with respect to the claims that may be brought by any Parent Indemnified Parties against any such Stockholder Persons pursuant to Article 9 of the Merger Agreement, with the obligations of the Applicable Holding Vehicle Stockholder being primary and any obligations of such Stockholder Holding Vehicle Member being full and unconditional but secondary with respect to such indemnification obligations described in the foregoing sentence, and (ii) in the event that the Applicable Holding Vehicle distributes the shares of Parent Common Stock held by it to such Stockholder Holding Vehicle Member or dissolves, liquidates, terminates its existence or otherwise ceases to exist, such Stockholder Holding Vehicle Member shall be obligated to indemnify the Parent Indemnified Parties as to any claim for indemnification under Article 9 of the Merger Agreement in accordance with its Pro Rata Share. (c) The Miscellaneous provisions contained in Article 10 of the Merger Agreement (including Sections 10.9, 10.11, 10.12 and 10.18) shall be binding upon Stockholder with respect to the interpretation, enforceability, performance, termination or validity of Article 9 and any claims for indemnification made thereunder.