Common use of INDEMNIFICATION PROVISIONS FOR BENEFIT OF MERGE Clause in Contracts

INDEMNIFICATION PROVISIONS FOR BENEFIT OF MERGE. Prior to the Closing, the Company and the Principal Shareholder and following the Closing, the Principal Shareholder will indemnify and hold harmless Merge, its representatives, shareholders, and controlling persons and, after the Closing, the Acquisition Sub and its representatives, shareholders, and controlling persons (collectively, the “INDEMNIFIED BUYERS”) for, and will pay to the Indemnified Buyers the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether or not involving a third-party claim (collectively, “DAMAGES”), arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty or covenant made by the Company or Principal Shareholder in this Agreement, the Schedules, or any other certificate or document delivered by the Company or the Principal Shareholder pursuant to this Agreement; (ii) any amounts paid to the holders of Dissenting Shares in excess of their proportionate share of the Merger Consideration and the costs of all proceedings, including attorneys’ and expert witness fees, in resolving the claim of any Dissenting Shareholder, (iii) any amount by which the Net Asset Value is less than the Target Amount (which payments shall be made pursuant to Section 2.8(a) and not otherwise subject to this Section 8.2 if made in accordance with Section 2.8(a)), (iv) any outstanding options or warrants for securities of the Company that are not identified or resolved to the satisfaction of Merge as of the Closing, (v) the termination of any employees of the Company occurring at any time prior to the Closing including any failure to provide or deficiency in providing post-employment benefits and/or insurance, (vi) any rights of any landlord of any property leased or used by the Company to recapture such property or impose any penalty or charge in connection with the Company’s performance of it’s obligations under this Agreement, or (vii) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any of the Principal Shareholder or the Company (or any Person acting on their behalf) in connection with the transactions set forth herein. The remedies set forth in Section 8 are exclusive of any other remedy available to Merge and the other Indemnified Persons for a breach of this Agreement or a claim under Section 8.2 other than an injunction for violation of Section 6.4 (Confidentiality) and Section 6.5 (Non-Competition) and Section 9 (Termination), and other than in the case of fraud or a willful breach by the Company or the Principal Shareholder of any representations, warranties or covenants under this Agreement or the Ancillary Agreements.

INDEMNIFICATION PROVISIONS FOR BENEFIT OF MERGE. Prior to the Closing, the Company and the Principal Shareholder and following the Closing, the Principal Shareholder will indemnify and hold harmless Merge, its representatives, shareholders, and controlling persons and, after the Closing, the Acquisition Sub and its representatives, shareholders, and controlling persons (collectively, the “"INDEMNIFIED BUYERS”") for, and will pay to the Indemnified Buyers the amount of, any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ ' fees) or diminution of value, whether or not involving a third-party claim (collectively, “"DAMAGES”"), arising, directly or indirectly, from or in connection with: (i) any breach of any representation or warranty or covenant made by the Company or Principal Shareholder in this Agreement, the Schedules, or any other certificate or document delivered by the Company or the Principal Shareholder pursuant to this Agreement; (ii) any amounts paid to the holders of Dissenting Shares in excess of their proportionate share of the Merger Consideration and the costs of all proceedings, including attorneys’ ' and expert witness fees, in resolving the claim of any Dissenting Shareholder, (iii) any amount by which the Net Asset Value is less than the Target Amount (which payments shall be made pursuant to Section 2.8(a) and not otherwise subject to this Section 8.2 if made in accordance with Section 2.8(a)), (iv) any outstanding options or warrants for securities of the Company that are not identified or resolved to the satisfaction of Merge as of the Closing, (v) the termination of any employees of the Company occurring at any time prior to the Closing including any failure to provide or deficiency in providing post-employment benefits and/or insurance, (vi) any rights of any landlord of any property leased or used by the Company to recapture such property or impose any penalty or charge in connection with the Company’s 's performance of it’s 's obligations under this Agreement, or (vii) any claim by any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any of the Principal Shareholder or the Company (or any Person acting on their behalf) in connection with the transactions set forth herein. The remedies set forth in Section 8 are exclusive of any other remedy available to Merge and the other Indemnified Persons for a breach of this Agreement or a claim under Section 8.2 other than an injunction for violation of Section 6.4 (Confidentiality) and Section 6.5 (Non-Competition) and Section 9 (Termination), and other than in the case of fraud or a willful breach by the Company or the Principal Shareholder of any representations, warranties or covenants under this Agreement or the Ancillary Agreements.