Common use of Indemnification of Purchaser Indemnified Parties Clause in Contracts

Indemnification of Purchaser Indemnified Parties. (a) Subject to the applicable provisions of Sections 9.1 and 9.6, the Stockholder and each MTM Stockholder, jointly and severally, except that, with respect to the indemnity in clause (v) below, each MTM Stockholder shall be joint and several with the Stockholder and several among themselves as to such MTM Stockholder's proportionate part of any Excess Tax Obligations and any Prior Tax Liability, covenants and agrees that it will indemnify each Purchaser Indemnified Party against, and hold each Purchaser Indemnified Party harmless from and in respect of, all Damages that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of the Stockholder or the Company set forth herein or in certificates delivered in connection herewith, (ii) any nonfulfillment of any covenant or agreement on the part of the Stockholder or the Company under this Agreement, (iii) any liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement of a material fact relating to the Stockholder and the Company, or either of them, which is (1) provided to Purchaser or its counsel by the Company or the Stockholder and (2) contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating to the Stockholder and the Company, or either of them, required to be stated therein or necessary to make the statements therein not misleading, and not provided to Purchaser or its counsel by the Company or the Stockholder, (iv) the litigation, claims and other matters described on SCHEDULE 4.12 (except to the extent such Damages constitute fees of, expenses of and disbursements, by attorneys, consultants, experts or other Representatives and Litigation costs), or (v) the amount of any Excess Tax Obligations and any Prior Tax Liability (each such Damage Claim and each Damage Claim described in Section 9.02(b) being a "PURCHASER INDEMNIFIED LOSS").

Indemnification of Purchaser Indemnified Parties. (a) Subject to the applicable provisions of Sections 9.1 9.01 and 9.69.06, the Stockholder Significant Stockholders covenant and agree that each MTM Stockholderof them, jointly and severally, except that, with respect to the indemnity in clause (v) below, each MTM Stockholder shall be joint and several with the Stockholder and several among themselves as to such MTM Stockholder's proportionate part of any Excess Tax Obligations and any Prior Tax Liability, covenants and agrees that it severally will indemnify each Purchaser Indemnified Party against, and hold each Purchaser Indemnified Party harmless from and in respect of, all Damages that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of the Stockholder Significant Stockholders or the Company set forth herein (other than in Article III) or in certificates delivered in connection herewithherewith (other than in respect of certificates relating only to the representations and warranties in Article III), (ii) any nonfulfillment of any covenant or agreement on the part of the Stockholder Significant Stockholders or the Company under this Agreement, (iii) any liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement of a material fact relating to the Stockholder and the Company, or either any of them, which is (1) provided to Purchaser or its counsel by the Company or the Stockholder and (2) contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating to the Stockholder and the Company, or either of them, Company required to be stated therein or necessary to make the statements therein not misleading, and not provided to Purchaser or its counsel by the Company or the Stockholder, (iv) the litigation, claims and other matters described on SCHEDULE 4.12 (except to the extent such Damages constitute fees of, expenses of and disbursements, by attorneys, consultants, experts or other Representatives and Litigation costs), or (v) the amount of any Excess Tax Obligations and any Prior Tax Liability Significant Stockholders (each such Damage Claim and each Damage Claim described in Section 9.02(b) being a an "PURCHASER INDEMNIFIED LOSS").

Indemnification of Purchaser Indemnified Parties. (a) Subject to the applicable provisions of Sections 9.1 8.1 and 9.68.6, the Stockholder Stockholders covenant and each MTM Stockholderagree that they, jointly and severally, except that, with respect to the indemnity in clause (v) below, each MTM Stockholder shall be joint and several with the Stockholder and several among themselves as to such MTM Stockholder's proportionate part of any Excess Tax Obligations and any Prior Tax Liability, covenants and agrees that it will indemnify each Purchaser Indemnified Party (as hereinafter defined) against, and hold each Purchaser Indemnified Party harmless from and in respect of, all Damages any cost, damage (including any consequential, exemplary, punitive or treble damage) or expense (including reasonable and necessary or appropriate fees and actual expenses of and disbursements by attorneys, consultants, experts or other representatives and litigation costs) to, any fine of or penalty on, or any liability (including loss of earnings or profits) of, any other nature (collectively, "Damages") of such person that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of the Stockholder Stockholders or the Company set forth herein (other than in Article III) or in certificates delivered in connection herewith, (ii) any nonfulfillment of any covenant or agreement on the part of the Stockholder Stockholders or the Company under this Agreement, (iii) any liability under the Securities 1933 Act, the Exchange 1934 Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement of a material fact relating to the Stockholder and Company or any subsidiary of the Company, or either of them, Company which is (1) provided to Purchaser or its counsel by the Company or the Stockholder Stockholders and (2) contained in any preliminary prospectus relating to the IPO, the Registration Statement registration statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating to the Stockholder and Company or any subsidiary of the Company, or either any of them, required to be stated therein or necessary to make the statements therein not misleading, and not provided to Purchaser or its counsel by the Company or the Stockholder, (iv) the litigation, claims and other matters described on SCHEDULE 4.12 (except to the extent such Damages constitute fees of, expenses of and disbursements, by attorneys, consultants, experts or other Representatives and Litigation costs), or (v) the amount of any Excess Tax Obligations and any Prior Tax Liability Stockholders (each such Damage Claim claim for Damages and each Damage Claim claim for Damages described in Section 9.02(b8.2(b) being a an "PURCHASER INDEMNIFIED LOSSPurchaser Indemnified Loss").. As used in this Agreement, the term "

Indemnification of Purchaser Indemnified Parties. (a) Subject to the applicable provisions of Sections 9.1 7.01 and 9.67.06, the Stockholder Selling Parties covenant and each MTM Stockholderagree that they, jointly and severally, except that, with respect to the indemnity in clause (v) below, each MTM Stockholder shall be joint and several with the Stockholder and several among themselves as to such MTM Stockholder's proportionate part of any Excess Tax Obligations and any Prior Tax Liability, covenants and agrees that it will indemnify each Purchaser Indemnified Party against, and hold each Purchaser Indemnified Party harmless from and in respect of, all Damages Damage Claims that arise from, are based on or relate or otherwise are attributable to (i) any breach of the representations and warranties of the Stockholder or the Company Selling Parties set forth herein or in certificates delivered in connection herewith, or (ii) any nonfulfillment of any covenant or agreement on the part of the Stockholder or the Company Selling Parties under this Agreement, (iii) any liability under the Securities Act, the Exchange Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement of a material fact relating to the Stockholder and the Company, or either of them, which is (1) provided to Purchaser or its counsel by the Company or the Stockholder and (2) contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating to the Stockholder and the Company, or either of them, required to be stated therein or necessary to make the statements therein not misleading, and not provided to Purchaser or its counsel by the Company or the Stockholder, (iv) the litigation, claims and other matters described on SCHEDULE 4.12 (except to the extent such Damages constitute fees of, expenses of and disbursements, by attorneys, consultants, experts or other Representatives and Litigation costs), or (v) the amount of any Excess Tax Obligations and any Prior Tax Liability Agreement (each such Damage Claim and each Damage Claim described in Section 9.02(b7.02(b) being a an "PURCHASER INDEMNIFIED LOSSPurchaser Indemnified Loss"); provided, however, that in no event shall the Selling Parties be obligated to indemnify any Purchaser Indemnified Party for any Damages incurred pursuant to clauses (i) or (ii) above if such Purchaser Indemnified Party had actual knowledge of such breach of the representations and warranties of the Selling Parties set forth herein or any non-fulfillment of any covenant or agreement on the part of the Selling Parties under this Agreement and failed to notify the Selling Parties of such knowledge prior to Closing. Any indemnification provided to any Purchaser Indemnified Party by the Selling Parties hereunder for Damages shall be determined net of (x) any Tax benefit actually recognized which reduced, or will reduce when a Tax return is filed, the Tax liability of such Purchaser Indemnified Party, or (y) any insurance coverage with respect thereto which reduces Damages of such Purchaser Indemnified Party that would otherwise be sustained.