Common use of Indemnification Survival Clause in Contracts

Indemnification Survival. The Company shall indemnify, save and hold harmless each Lender, its directors, officers, members, stockholders, employees, partners, representatives, advisors, attorneys and agents (each, a “Lender Indemnified Party”) from and against (and shall promptly reimburse such indemnified persons for) any and all liability, loss, cost, damage, fine, penalty, amount paid in settlement, reasonable attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred (collectively, “Losses”) in connection with or arising from claims, actions, suits, proceedings, investigations or similar claims by any person or entity (other than any Lender Indemnified Party) associated, arising out of or relating to (i) the execution, delivery and performance of this Agreement, any of the other Transaction Documents or the Certificate of Designation (Series B), (ii) the transactions contemplated hereby or thereby, (iii) the ownership by such Lender of the Securities or (iv) the rights of the Lenders to elect directors to the Company’s Board. This indemnification provision shall be in addition to the rights of the Lender to bring an action against the Company for breach of any term of this Agreement, the other Transaction Documents or the Certificate of Designation (Series B). All representations and warranties of the Company in this Agreement or the Transaction Documents shall survive the Closing until the date that is two (2) years after the Closing Date; provided, however, that the representations and warranties of the Company contained in Sections 5.2 (Due Issuance and Authorization of Capital Stock), 5.16 (Taxes), 5.17 (Employee Matters) and 5.21 (Intellectual Property Matters) shall survive the Closing until the sixty (60) days after the expiration of the applicable statute of limitations period (after giving effect to any waivers or extensions thereof). All covenants of the Company in this Agreement, except to the extent otherwise expressly provided, shall survive the Closing indefinitely.

Indemnification Survival. The Company shall indemnify, save and hold harmless each LenderPurchaser, its directors, officers, members, stockholders, employees, partners, representatives, advisors, attorneys and agents (each, a “Lender Purchaser Indemnified Party”) from and against (and shall promptly reimburse such indemnified persons for) any and all liability, loss, cost, damage, fine, penalty, amount paid in settlement, reasonable attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred (collectively, “Losses”) in connection with or arising from claims, actions, suits, proceedings, investigations or similar claims by any person or entity (other than any Lender Purchaser Indemnified Party) associated, arising out of or relating to (i) the execution, delivery and performance of this Agreement, the Warrants, any of the other Transaction Documents or the Certificate of Designation (Series BC), (ii) the transactions contemplated hereby or thereby, or (iii) the ownership by such Lender Purchaser of the Securities or (iv) the rights of the Lenders to elect directors to the Company’s BoardSecurities. This indemnification provision shall be in addition to the rights of the Lender Purchaser to bring an action against the Company for breach of any term of this Agreement, the other Transaction Documents Documents, the Warrants or the Certificate of Designation (Series BC). All representations and warranties of the Company in this Agreement or the Transaction Documents shall survive the Closing until the date that is two (2) years after the Closing Date; provided, however, that the representations and warranties of the Company contained in Sections 5.2 (Due Issuance and Authorization of Capital Stock), 5.16 (Taxes), 5.17 (Employee Matters) and 5.21 (Intellectual Property Matters) shall survive the Closing until the sixty (60) days after the expiration of the applicable statute of limitations period (after giving effect to any waivers or extensions thereof). All covenants of the Company in this Agreement, except to the extent otherwise expressly provided, shall survive the Closing indefinitely.

Indemnification Survival. The Company shall indemnify, save and hold harmless each LenderPurchaser, its directors, officers, members, stockholders, employees, partners, representatives, advisors, attorneys and agents (each, a “Lender Purchaser Indemnified Party”) from and against (and shall promptly reimburse such indemnified persons for) any and all liability, loss, cost, damage, fine, penalty, amount paid in settlement, reasonable attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred (collectively, “Losses”) in connection with or arising from claims, actions, suits, proceedings, investigations or similar claims by any person or entity (other than any Lender Purchaser Indemnified Party) associated, arising out of or relating to (i) the execution, delivery and performance of this Agreement, any of the other Transaction Documents or the Certificate of Designation (Series B), (ii) the transactions contemplated hereby or thereby, (iii) the ownership by such Lender Purchaser of the Securities or (iv) the rights of the Lenders Purchasers to elect directors to the Company’s Board. This indemnification provision shall be in addition to the rights of the Lender Purchaser to bring an action against the Company for breach of any term of this Agreement, the other Transaction Documents or the Certificate of Designation (Series B). All representations and warranties of the Company in this Agreement or the Transaction Documents shall survive the Closing until the date that is two (2) years after the Closing Date; provided, however, that the representations and warranties of the Company contained in Sections 5.2 (Due Issuance and Authorization of Capital Stock), 5.16 (Taxes), 5.17 (Employee Matters) and 5.21 (Intellectual Property Matters) shall survive the Closing until the sixty (60) days after the expiration of the applicable statute of limitations period (after giving effect to any waivers or extensions thereof). All covenants of the Company in this Agreement, except to the extent otherwise expressly provided, shall survive the Closing indefinitely.

Indemnification Survival. The 9.1 General Indemnification by the Company shall and the Stockholders. Subject to the limitations contained in Section 9.4 hereof, the Indemnity Escrow Agreement and the Tax Escrow Agreement, the Company and the Stockholders, by acceptance of the Merger Consideration, jointly and severally (subject to the provisions of Section 9.6), covenant and agree that they will indemnify, save defend, protect and hold harmless each Lenderthe Parent, its directors, Newco and the Surviving Corporation and their respective officers, members, stockholders, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, partners, representatives, advisors, attorneys successors and agents assigns at all times from and after the date of this Agreement until the Expiration Date (each, a “Lender Indemnified Party”as defined in Section 9.5) from and against (and shall promptly reimburse such indemnified persons for) any and all liabilityclaims, lossdamages, costlosses, damage, fine, penalty, amount paid in settlement, reasonable attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred (collectively, “Losses”) in connection with or arising from claimsliabilities, actions, suits, proceedings, investigations demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys fees and expenses of investigation) (collectively, "Losses") incurred by the Parent, Newco or similar claims the Surviving Corporation as a result of or arising from (a) any breach of the representations and warranties made by the Company set forth herein or on the schedules or certificates delivered in connection herewith, (b) any person nonfulfillment of any covenant or entity agreement on the part of the Company under this Agreement, (c) any IP Tax Liabilities, or (d) any liability under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") or other than any Lender Indemnified Party) associatedfederal or state Law or regulation, at common law or otherwise, arising out of or relating to based upon (i) any untrue statement or alleged untrue statement of a material fact relating to the execution, delivery and performance of this AgreementCompany (including its Subsidiaries) or the Stockholders contained in any preliminary prospectus, any of registration statement filed in connection herewith or any prospectus forming a part thereof, or any amendment thereof or supplement thereto (including any additional registration statement filed pursuant to Rule 462(b) under the other Transaction Documents or the Certificate of Designation (Series BSecurities Act), which statement was provided or was based upon information or documents provided to the Parent or its counsel by the Company (including its Subsidiaries), or (ii) the transactions contemplated hereby any omission or thereby, (iii) the ownership by such Lender of the Securities or (iv) the rights of the Lenders alleged omission to elect directors state therein a material fact relating to the Company’s Board. This indemnification provision shall Company (including its Subsidiaries) required to be in addition stated therein or necessary to make the statements therein not misleading, which information was not provided to the rights of the Lender to bring an action against Parent or its counsel by the Company for breach of any term of this Agreement, the other Transaction Documents or the Certificate of Designation (Series Bincluding its Subsidiaries). All representations and warranties of the Company in this Agreement or the Transaction Documents shall survive the Closing until the date that is two (2) years after the Closing Date; provided, however, that such indemnity shall not inure to the representations and warranties benefit of the Company contained in Sections 5.2 (Due Issuance and Authorization of Capital Stock)Parent, 5.16 (Taxes), 5.17 (Employee Matters) and 5.21 (Intellectual Property Matters) shall survive Newco or the Closing until the sixty (60) days after the expiration of the applicable statute of limitations period (after giving effect to any waivers or extensions thereof). All covenants of the Company in this Agreement, except Surviving Corporation to the extent otherwise expressly that such untrue statement (or alleged untrue statement) was made in, or such omission (or alleged omission) occurred in, any preliminary prospectus provided, in writing, corrected information to the Parent for inclusion in the final prospectus, and such information was not so included. Notwithstanding anything to the contrary contained herein, the Principal Stockholder shall survive the Closing indefinitelynot be held personally liable for a breach of Section 4.35 hereof.

Indemnification Survival. The Company Each of the Borrowers shall indemnify, save and hold harmless each LenderAgent, each Noteholder, its respective directors, officers, members, stockholders, employees, partners, representatives, advisors, attorneys and agents (each, a “Lender Noteholder Indemnified Party”) from and against (and shall promptly reimburse such indemnified persons for) any and all liability, loss, cost, damage, fine, penalty, amount paid in settlement, reasonable attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred (collectively, “Losses”) in connection with or arising from claims, actions, suits, proceedings, investigations or similar claims by any person or entity (other than any Lender Noteholder Indemnified Party) associated, arising out of or relating to (i) the execution, delivery and performance of this Agreement, any of the other Transaction Documents or the Certificate of Designation (Series B)Charter Amendment, (ii) the transactions contemplated hereby or thereby, or (iii) the ownership by such Lender Noteholder of the Securities or (iv) the rights of the Lenders to elect directors to the Company’s BoardSecurities. This indemnification provision shall be in addition to the rights of the Lender Noteholder to bring an action against either of the Company Borrowers for breach of any term of this Agreement, the other Transaction Documents or the Certificate of Designation (Series B)Charter Amendment. All representations and warranties of the Company Borrowers in this Agreement or the Transaction Documents shall survive the Closing until the date that is two (2) years after the Closing Date; provided, however, that the representations and warranties of the Company Borrowers contained in Sections 5.2 (Due Issuance and Authorization of Capital Stock), 5.16 (Taxes), 5.17 (Employee Matters) and 5.21 (Intellectual Property Matters) shall survive the Closing until the sixty (60) days after the expiration of the applicable statute of limitations period (after giving effect to any waivers or extensions thereof). All covenants of either of the Company Borrowers in this Agreement, except to the extent otherwise expressly provided, shall survive the Closing indefinitely.