Common use of Obligations of Parent Clause in Contracts

Obligations of Parent. Parent, Buyer and the Surviving Entity (collectively, the “Parent Indemnifying Parties”) agree to indemnify and hold harmless the Stockholder and its agents, representatives and Affiliates and its successors and assigns (each, a “Stockholder Indemnified Party”) from and against any and all Losses of the Stockholder Indemnified Party, directly or indirectly, as a result of, or based upon or arising from: (a) the ownership, management and operation of the Company and the Surviving Entity after the Closing Date, except (a) to the extent any such Losses are subject to indemnification by the Stockholder pursuant to Section 8.1 or (b) to the extent any such Losses are the result of fraud committed by the Stockholder; and (b) Buyer shall not have any liability to the Stockholder Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 8.2, until such time as the amount of all such liability shall collectively exceed the Threshold, whereupon the Losses exceeding the Threshold shall be payable by Buyer. Also, in no event shall Buyer’s aggregate liability under Section 8.2 exceed the after-tax amount of such Claims.

Obligations of Parent. Parent, Buyer and the Surviving Entity (collectively, the “Parent Indemnifying Parties”) agree to indemnify and hold harmless the Stockholder and its respective agents, representatives and Affiliates and its their successors and assigns (each, a “Stockholder Indemnified Party”) from and against any and all Losses of the Stockholder Indemnified Party, directly or indirectly, as a result of, or based upon or arising from: (a) the ownership, management and operation of the Company and Company, the Surviving Entity and the Business whether before, on or after the Closing Date, except (a) to the extent any such Losses are subject to indemnification by the Stockholder pursuant to Section 8.1 or (b) to the extent any such Losses are the result of fraud committed by the Stockholder; and (b) Buyer shall not have any liability to the Stockholder Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 8.2, until such time as the amount of all such liability shall collectively exceed the Threshold, whereupon the Losses exceeding the Threshold shall be payable by Buyer. Also, in no event shall Buyer’s aggregate liability under Section 8.2 exceed the after-tax amount of such Claims.

Obligations of Parent. Parent, Buyer and the Surviving Entity (collectively, the “Parent Indemnifying Parties”) agree to indemnify and hold harmless the Stockholder and its his respective agents, representatives and Affiliates and its their successors and assigns (each, a the “Stockholder Indemnified Party”) from and against any and all Losses of the Stockholder Indemnified Party, directly or indirectly, as a result of, or based upon or arising from: (a) the ownership, management and operation of the Company and Company, the Surviving Entity and the Business whether before, on or after the Closing Date, except (a) to the extent any such Losses are subject to indemnification by the Stockholder pursuant to Section 8.1 7.1 or (b) to the extent any such Losses are the result of fraud committed by the Stockholder, in which case, the Parent Indemnifying Parties shall not be obligated to indemnify the Stockholder pursuant to this Section 7.2 ; and (b) Buyer shall not have any liability to the any Stockholder Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 8.27.2, until such time as the amount of all such liability shall collectively exceed the Threshold, whereupon the Losses exceeding the Threshold shall be payable by Buyer. Also, in no event shall Buyer’s aggregate liability under Section 8.2 7.2 exceed the after-tax amount of such Claims.

Obligations of Parent. Parent, Buyer and the Surviving Entity (collectively, the “Parent Indemnifying Parties”) agree to indemnify and hold harmless each of the Stockholder Stockholders and its their respective agents, representatives and Affiliates and its their successors and assigns (each, each a “Stockholder Indemnified Party”) from and against any and all Losses of the Stockholder Indemnified PartyParties, directly or indirectly, as a result of, or based upon or arising from: (a) the ownership, management and operation of the Company and Company, the Surviving Entity and the Business whether before, on or after the Closing Date, except (a) to the extent any such Losses are subject to indemnification by the Stockholder Stockholders pursuant to Section 8.1 or (b) to the extent any such Losses are the result of fraud committed by a Stockholder, in which case, the StockholderParent Indemnifying Parties shall be obligated to indemnify the Stockholders pursuant to this Section 8.2 other than any Stockholder who committed such fraud; and (b) Buyer shall not have any liability to the any Stockholder Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 8.2, until such time as the amount of all such liability shall collectively exceed the Threshold, whereupon the Losses exceeding the Threshold shall be payable by Buyer. Also, in no event shall Buyer’s aggregate liability under Section 8.2 exceed the after-tax amount of such Claims.

Obligations of Parent. Parent, Buyer and the Surviving Entity (collectively, the “Parent Indemnifying Parties”) agree to indemnify and hold harmless the Stockholder Stockholders and its their respective agents, representatives and Affiliates and its their successors and assigns (each, a “Stockholder Stockholders Indemnified Party”) from and against any and all Losses of the Stockholder Stockholders Indemnified Party, directly or indirectly, as a result of, or based upon or arising from: (a) the ownership, management and operation of the Company and the Surviving Entity after the Closing Date, except (a) to the extent any such Losses are subject to indemnification by the Stockholder Stockholders pursuant to Section 8.1 or (b) to the extent any such Losses are the result of fraud committed by the StockholderStockholders; and (b) Buyer shall not have any liability to the Stockholder Stockholders Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 8.2, until such time as the amount of all such liability shall collectively exceed the Threshold, whereupon the Losses exceeding the Threshold shall be payable by Buyer. Also, in no event shall Buyer’s aggregate liability under Section 8.2 exceed the after-tax amount of such Claims.

Obligations of Parent. Parent, Buyer and the Surviving Entity (collectively, the “Parent Indemnifying Parties”) agree to indemnify and hold harmless the Stockholder and its agents, representatives and Affiliates and its successors and assigns (each, a “Stockholder Indemnified Party”) from and against any and all Losses of the Stockholder Indemnified Party, directly or indirectly, as a result of, or based upon or arising from: (a) the ownership, management and operation of the Company and the Surviving Entity after the Closing Date, except except: (ai) to the extent any such Losses are subject to indemnification by the Stockholder pursuant to Section 8.1 or 8.1; or (bii) to the extent any such Losses are the result of fraud committed by the Stockholder; and (b) Buyer shall not have any liability to the Stockholder Indemnified Party with respect to Losses arising out of any of the matters referred to in Section 8.2, until such time as the amount of all such liability shall collectively exceed the Threshold, whereupon the Losses exceeding the Threshold shall be payable by Buyer. Also, in no event shall Buyer’s aggregate liability under Section 8.2 exceed the after-tax amount of such Claims.