Common use of Indemnified Damages Clause in Contracts

Indemnified Damages. Subject to the limitations set forth in this Section 6, from and after the Effective Time, the former stockholders of Target shall protect, defend, indemnify and hold harmless Acquiror, and the Surviving Corporation, and their respective affiliates, officers, directors, employees, representatives and agents (Acquiror and Surviving Corporation, and each of the foregoing persons or entities is hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "Damages"), that any of the Indemnified Persons incurs by reason of or in connection with (i) any claim, demand, action or cause of action arising out of a misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Target contained in this Agreement, including any exhibits or schedules attached hereto, and the Certificate of Merger, (ii) any claims, demands or suits brought by former Target stockholders with respect to the transactions contemplated hereby, (iii) any Undisclosed Excess Expense Amount as set forth in Section 4.2, (iv) any Post-Closing Severance Payments and Target Bonus and Severance Payments which become due after the Closing as set forth in Section 4.3, and (v) the matters disclosed in Section 2.9 of the Disclosure Schedule, in each case, which becomes known to Acquiror during the Escrow Period. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Acquiror or the Interim Surviving Corporation.

Indemnified Damages. Subject to the limitations set forth in this Section 68, from and after the Effective TimeClosing Date, the former stockholders of Target Company and Shareholders shall protect, defend, indemnify and hold harmless Acquiror, Purchaser and the Surviving Corporation, and their respective its affiliates, officers, directors, employees, shareholders, representatives and agents (Acquiror and Surviving Corporation, and each of the foregoing persons or entities is hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "Damages"), that any of the Indemnified Persons incurs or reasonably anticipates incurring by reason of or in connection with (i) any claim, demand, action or cause of action arising out of a (i) alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Target the Company contained in this Agreement, including any exhibits or schedules attached hereto, and the Certificate of Merger, (ii) arising out of, relating to or in connection with a breach of a lease set forth on Exhibit I hereto, which breach existed at the Closing Date (whether or not continuing at the Closing Date), based upon any claimsclaim or violation relating to an invalid, demands unauthorized or suits brought by former Target stockholders with respect otherwise improper sublease, assignment or other transfer of such lease, which become known to Purchaser at any time on or prior to the transactions contemplated hereby, (iii) any Undisclosed Excess Expense Amount as set forth in Section 4.2, (iv) any Post-Closing Severance Payments and Target Bonus and Severance Payments which become due after the Closing as set forth in Section 4.3, and (v) the matters disclosed in Section 2.9 of the Disclosure Schedule, in each case, which becomes known to Acquiror during the Escrow PeriodIndemnity Termination Date. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Acquiror Purchaser or the Interim Surviving Corporation.Company. (b) Nonexclusive Remedy and Limitations. Purchaser, Shareholders and Company each acknowledge that Damages, if any, would relate to unresolved contingencies existing at the Closing Date, which if resolved at the Closing Date would have led to a reduction in the total consideration Purchaser would have agreed to pay in connection with the Purchase. Resort to the Share Escrow Fund shall not be Purchaser's exclusive remedy, contractual or otherwise, for any Damages. The maximum liability of any Shareholder for any breach of a representation, warranty or covenant of the Company shall not be limited to the Escrow Shares in which such Shareholder has an interest that are held pursuant to the Escrow Agreement. 8.5

Indemnified Damages. Subject to the limitations set forth in this Section 68, from and after the Effective Time, the former stockholders of Target shall protect, defend, indemnify and hold harmless Acquiror, the Interim Surviving Corporation and the Surviving Corporation, Company and their respective affiliates, officers, directors, managers, members, employees, representatives and agents (Acquiror and Acquiror, the Interim Surviving Corporation, the Surviving Company and each of the foregoing persons or entities is hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all actual losses, amounts paid in settlement, costs, damages, liabilities, fees (including without limitation reasonable attorneys' fees) and expenses (collectively, the "Damages"), that any of the Indemnified Persons incurs by reason of or in connection with (i) any claim, demand, action or cause of action arising out of a misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Target contained in this Agreement, including Agreement or any exhibits closing certificates furnished by Target pursuant to Section 6.3(c) of this Agreement or schedules the Target Disclosure Schedule attached hereto, and the Certificate of Merger, (ii) any claims, demands or suits brought by former Target stockholders with respect which becomes known to the transactions contemplated herebyIndemnified Person during the Escrow Period (or, (iii) any Undisclosed Excess Expense Amount as in the case of breaches of the representations and warranties set forth in Section 4.22.15 of this Agreement, (ivuntil the expiration of all applicable statutes of limitations relating to the subject Taxes) any Post-Closing Severance Payments and Target Bonus and Severance Payments for which become due after the Closing as set forth in Section 4.3, and (v) the matters disclosed in Section 2.9 of the Disclosure Schedule, in each case, which becomes known Indemnified Person delivers a timely written notice pursuant to Acquiror during the Escrow PeriodAgreement (or, as applicable, pursuant to the Indemnification Agreement with respect to Taxes in the event the Escrow Period has expired). Damages in each case shall be net of the amount of any insurance proceeds and proceeds, indemnity and contribution actually recovered by Acquiror the Indemnified Person and shall also be net of any tax benefits realized by the Indemnified Person with respect to the Damages (reduced by any tax cost to the Indemnified Person as a result of the indemnity payments). Subject to the provisions of Section 6.3(s) above, disclosures in the Target Disclosure Schedule shall be deemed to modify all representations, warranties, covenants and agreements for purposes of this Agreement notwithstanding anything in this Agreement to the contrary; provided that disclosure with respect to any section of the Target Disclosure Schedule shall not be deemed disclosure for purposes of any other section except as provided in the introduction thereto. Notwithstanding anything to the contrary contained in this Agreement, the exhibits hereto or the Interim Surviving CorporationTarget Disclosure Schedules (including any update thereto), the following amounts shall constitute "Damages" for purposes of this Agreement payable pursuant to this Section 8: (i) all Taxes of Target paid or payable by Target or by an Indemnified Person with respect to any taxable periods (or portion thereof) of Target through the Closing Date in excess of three hundred fifty thousand dollars ($350,000); (ii) all amounts paid or payable by an Indemnified Person subsequent to the Closing Date in connection with the business conducted by Target prior to the Closing Date to Global Software Solutions, Inc. in excess of one hundred thousand dollars ($100,000); (iii) all amounts paid or payable by an Indemnified Person subsequent to the Closing Date in connection with the business conducted by Target prior to the Closing Date to Investment Intelligence Systems Corporation in excess of one hundred thousand dollars ($100,000); and (iv) all amounts paid or payable by an Indemnified Person in connection with the Special Litigation Matter (all such excess amounts shall collectively be referred to herein as the "Special Target Obligations"); provided, however, that nothing in this Agreement, the Escrow Agreement or the Indemnification Agreement shall impose any liability on any Target stockholder with respect to Taxes attributable to the transactions in connection with the Mergers or the conduct of Target after the Mergers. Such Special Target Obligations set forth in Sections 8.3(a)(ii), 8.3(a)(iii) and 8.3(a)(iv) shall continue until the Escrow Termination Date, provided that if any bona fide claims for indemnification have been timely asserted with respect to such Special Target Obligations prior to the Escrow Termination Date, such Special Target Obligations on which any such claims are based shall continue in effect until final resolution of such claims.

Indemnified Damages. Subject to the limitations set forth in this Section 69, from and after the Effective Time, the former stockholders of Target Principal Stockholders shall jointly and severally protect, defend, indemnify and hold harmless Acquiror, Acquiror and the Surviving Corporation, Corporation and their respective affiliates, officers, directors, employees, representatives and agents (Acquiror and Acquiror, Surviving Corporation, Corporation and each of the foregoing persons or entities is hereinafter referred to individually as an "“Indemnified Person" ” and collectively as "“Indemnified Persons"”) from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' ’ fees) and expenses (collectively, the "“Damages"”), that any of the Indemnified Persons incurs by reason of or in connection with (i) any claim, demand, action or cause of action arising out of a alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Target contained in this Agreement, including any exhibits or schedules attached hereto, and the Certificate of Merger, Merger and (ii) any claims, demands Dissenting Share Payments or suits brought other claim by former Target stockholders a target stockholder made in connection with respect to the transactions contemplated hereby, (iii) any Undisclosed Excess Expense Amount as set forth in Section 4.2, (iv) any Post-Closing Severance Payments and Target Bonus and Severance Payments which become due after the Closing as set forth in Section 4.3, and (v) the matters disclosed in Section 2.9 of the Disclosure Schedule, in each case, which becomes known to Acquiror during the Escrow Periodtransaction. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Acquiror or the Interim Surviving CorporationCorporation in connection therewith. Subject to the limitations set forth in this Section 9, from and after the Effective Time, the Acquiror shall protect, defend, indemnify and hold harmless the Principal Stockholders and their respective affiliates, officers, directors, employees, representatives and agents (the Principal Stockholders and each of the foregoing persons or entities is hereinafter referred to individually as a “Seller Indemnified Person” and collectively as “Seller Indemnified Persons”) from and against any and all Damages that any of the Seller Indemnified Persons incurs by reason of or in connection with any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Acquiror or Merger Sub contained in this Agreement, including any exhibits or schedules attached hereto, and the Certificate of Merger. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by the Principal Stockholders in connection therewith.

Indemnified Damages. Subject to the limitations set forth in this Section 6Article Eight, from and after the Effective Time, the former stockholders of Target shall protect, defend, indemnify and hold harmless Acquiror, the Interim Surviving Corporation and the Surviving Corporation, Company and their respective affiliates, officers, directors, managers, members, employees, representatives and agents and each Person, if any, who controls Acquiror within the meaning of the Securities Act (Acquiror and Acquiror, the Interim Surviving Corporation, the Surviving Company and each of the foregoing persons or entities Persons is hereinafter referred to individually as an "“Indemnified Person" ” and collectively as "“Indemnified Persons"”) from and against any and all actual losses, costs, damages, liabilities, fees (including without limitation reasonable attorneys' ’ fees) and expenses (including reasonable costs of investigation) (collectively, the "“Damages"”), that any of the Indemnified Persons incurs by reason of or in connection with as a result of (i) any claim, demand, action or cause of action arising out of a misrepresentation, breach of, or default in connection withof, any of the representations, warranties, covenants or agreements of Target contained in this Agreement, including any exhibits exhibits, schedules, closing certificates furnished by Target or schedules attached the Target Disclosure Schedule delivered pursuant hereto, and for which the Certificate of MergerIndemnified Person delivers a timely written notice pursuant to the Escrow Agreement, (ii) any claims, demands or suits brought by former Target stockholders with respect Excess Merger Fees that are not deducted from the Cash Consideration at the Effective Time pursuant to the transactions contemplated herebySections 1.6 and 7.4, (iii) any Undisclosed Excess Expense Amount as set forth in Section 4.2, Tax Claims or (iv) fraud or intentional misrepresentation by Target or any Post-Closing Severance Payments and Target Bonus and Severance Payments which become due after the Closing as set forth in Section 4.3, and (v) the matters disclosed in Section 2.9 of the Disclosure Schedule, in each case, which becomes known to Acquiror during the Escrow Periodits subsidiaries. Damages in each case shall be net of the amount of any insurance proceeds and proceeds, indemnity and contribution actually recovered by Acquiror the Indemnified Person (reduced by any Tax cost to the Indemnified Person as a result of the indemnity payments). In addition, Damages shall be reduced (at the time and in the manner discussed in the following sentence) to take account of the amount of any Tax benefit realized by the Indemnified Person or any Affiliate or group of Affiliates of such Indemnified Person arising from the Interim Surviving Corporationincurrence or payment of any such Damages. In computing the amount of any such Tax benefit, the Indemnified Person shall be deemed to realize a Tax benefit on (i) the date on which the Tax benefit is received as a refund of Taxes, or (ii) to the extent that the Tax benefit is not received as a refund of Taxes but rather is claimed as an item that reduces liability for Taxes (determined on a with and without basis), the due date (including extensions) of the Tax Return that reflects such change in liability for Taxes, in each case, based on the Indemnified Person’s good faith determination.

Indemnified Damages. Subject to the limitations set forth in this Section 6SECTION VIII, from and after the Effective Time, the former stockholders of Target shall protect, defend, indemnify and hold harmless Acquiror, Acquiror and the Surviving Corporation, Corporation and their respective affiliates, officers, directors, managers, members, employees, representatives and agents (Acquiror and Acquiror, the Surviving Corporation, and each of the foregoing persons or entities is hereinafter referred to individually as an "“Indemnified Person" ” and collectively as "“Indemnified Persons"”) from and against any and all actual losses, amounts paid in settlement, costs, damages, liabilities, fees (including without limitation reasonable attorneys' ’ fees) and expenses (collectively, the "“Damages"”), that any of the Indemnified Persons incurs by reason of or in connection with (i) any claim, demand, action or cause of action arising out of a misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Target contained in this Agreement, including Agreement or any exhibits closing certificates furnished by Target pursuant to Section 6.03(b) of this Agreement or schedules the Target Disclosure Schedule attached hereto, and the Certificate of Merger, (ii) any claims, demands or suits brought by former Target stockholders with respect which becomes known to the transactions contemplated herebyIndemnified Person during the Escrow Period (or, (iii) any Undisclosed Excess Expense Amount as in the case of breaches of the representations and warranties set forth in Section 4.22.15, (ivuntil the expiration of all applicable statutes of limitations relating to the subject Taxes) any Post-Closing Severance Payments and Target Bonus and Severance Payments for which become due after the Closing as set forth in Section 4.3, and (v) the matters disclosed in Section 2.9 of the Disclosure Schedule, in each case, which becomes known Indemnified Person delivers a timely written notice pursuant to Acquiror during the Escrow PeriodAgreement. Damages in each case shall be net of the amount of any insurance proceeds and proceeds, indemnity and contribution actually recovered by Acquiror the Indemnified Person and shall also be net of any tax benefits realized by the Indemnified Person with respect to the Damages (reduced by any tax cost to the Indemnified Person as a result of the indemnity payments). Notwithstanding anything in this Agreement to the contrary, the recovery of Damages by any Indemnified Person shall be subject to the objection of the Stockholders’ Representative (as defined below) and the subsequent arbitration of the claim in the manner provided in the Escrow Agreement, and no recovery or the Interim Surviving Corporationpayment of such Damages shall be made other than in accordance therewith.

Indemnified Damages. Subject to the limitations set forth in this Section 68, from and after the Effective TimeClosing Date, the former stockholders of Target Principal Shareholders shall protect, defend, indemnify and hold harmless Acquiror, Offeror and the Surviving Corporation, and their respective its affiliates, officers, directors, employees, representatives and agents and the Company (Acquiror and Surviving Corporation, and each of the foregoing persons or entities is hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against in the case of Sections 8.3(a)(i) and 8.3(a)(iii) below, 100% of, and in the case of Section 8.3(a)(ii) below, 50% of any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (including amounts required to be paid by the Company or the Principal Shareholders as set forth in Section 12.13) (collectively, the "Damages"), that any of the Indemnified Persons incurs by reason of or in connection with (i) any claim, demand, action or cause of action arising out of a alleging misrepresentation, breach of, or default in connection with, with any of the representations, warranties, covenants covenants, indemnities or agreements of Target the Principal Shareholders contained in this AgreementAgreement or the Offer Document, including any exhibits or schedules attached hereto, and hereto or thereto which becomes known to Offeror during the Certificate of MergerEscrow Period, (ii) any claims, demands or suits brought by former Target stockholders with respect to the transactions contemplated hereby, (iii) any Undisclosed Excess Expense Amount as set forth in Section 4.2, (iv) any Post-Closing Severance Payments and Target Bonus and Severance Payments which become due after the Closing as set forth in Section 4.3, and (v) the matters disclosed in Section 2.9 of the Disclosure Schedule, in each case, which becomes known to Acquiror legal proceedings duly served during the Escrow PeriodPeriod upon an Indemnified Person by Wacom, Inc. or any members of its group alleging breach or infringement by the Company of any patent held by Wacom, Inc. or any members of its group as a consequence of an Indemnified Person seeking to exploit the Company's technology existing as of the Closing Date, as demonstrated by the Company's records as of the Closing Date. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Acquiror Offeror and, where applicable, the Offeror shall pursue any claim it or the Interim Surviving CorporationCompany may have under any applicable insurance policy or against any person from whom such indemnity or contribution may be recoverable or (iii) any commission or compensation in the nature of a finder's fee for which the Company is responsible as a result of the transactions contemplated by this Agreement, including without limitation any fees owing under agreements with Beexxx Xxxxxxx.