Common use of Obligations of the Surviving Corporation Clause in Contracts

Obligations of the Surviving Corporation. The Surviving Corporation will indemnify and hold harmless the principal stockholders of the Buyer (the “Buyer Principal Stockholders”) from and against Losses of the Stockholders of Buyer, directly or indirectly, as a result of, or based on or arising from (a) any material inaccuracy in or material breach or material nonperformance of any of the representations, warranties, covenants or agreements made by Seller in or pursuant to this Agreement or (b) any third party claim or demand regarding the conduct of the Seller Business before the Closing, whether asserted before or after the Closing. Any payment made by the Surviving Corporation to the Stockholders of Buyer in respect of Losses incurred by the Stockholders of Buyer pursuant to this Section 8.1 will be paid in shares of Common Stock of the Surviving Corporation. For purposes of determining the number of shares of Common Stock of the Surviving Corporation to be delivered by the Surviving Corporation to the Stockholders of Buyer pursuant to this Section 8.1, the value of shares of Common Stock of the Surviving Corporation will be determined as provided in Section 8.2.

Obligations of the Surviving Corporation. The Surviving Corporation will indemnify and hold harmless the principal stockholders Stockholders of the Buyer (the “Buyer Principal Stockholders”) from and against up to $1,000,000 of Losses of the Stockholders of Buyer, directly or indirectly, as a result of, or based on or arising from (a) any material inaccuracy in or material breach or material nonperformance of any of the representations, warranties, covenants or agreements made by Seller in or pursuant to this Agreement or (b) any third party claim or demand regarding the conduct of the Seller Business before the Closing, whether asserted before or after the Closing. Any payment made by the Surviving Corporation to the Stockholders of Buyer in respect of Losses incurred by the Stockholders of Buyer pursuant to this Section 8.1 will be paid in shares of Common Stock of the Surviving Corporation. For purposes of determining the number of shares of Common Stock of the Surviving Corporation to be delivered by the Surviving Corporation to the Stockholders of Buyer pursuant to this Section 8.1, the value of shares of Common Stock of the Surviving Corporation will be determined as provided in Section 8.28.3.

Obligations of the Surviving Corporation. The Surviving Corporation will indemnify and hold harmless the principal stockholders of the Buyer (the “Buyer Principal Stockholders”) Stockholders from and against Losses of the Stockholders of Buyer, directly or indirectly, as a result of, or based on or arising from (a) any material inaccuracy in or material breach or material nonperformance of any of the representations, warranties, covenants or agreements made by Seller in or pursuant to this Agreement or (b) any third party claim or demand regarding the conduct of the Seller Business before the Closing, whether asserted before or after the Closing. Any payment made by the Surviving Corporation to the Stockholders of Buyer in respect of Losses incurred by the Stockholders of Buyer pursuant to this Section 8.1 will be paid in shares of Common Stock of the Surviving CorporationBuyer that are issued in connection with the Merger. For purposes of determining the number of shares of Common Stock of the Surviving Corporation Buyer to be delivered by the Surviving Corporation to the Stockholders of Buyer pursuant to this Section 8.1, the value of shares of Common Stock of the Surviving Corporation will be determined as provided in Section 8.28.3.

Obligations of the Surviving Corporation. The Surviving Corporation will indemnify and hold harmless the principal stockholders of the Buyer (the “Buyer Principal Stockholders”) Stockholders from and against Losses of the Stockholders of Buyer, directly or indirectly, as a result of, or based on or arising from (a) any material inaccuracy in or material breach or material nonperformance of any of the representations, warranties, covenants or agreements made by Seller in or pursuant to this Agreement or (b) any third party claim or demand regarding the conduct of the Seller Business before the Closing, whether asserted before or after the Closing. Any payment made by the Surviving Corporation to the Stockholders of Buyer in respect of Losses incurred by the Stockholders of Buyer pursuant to this Section 8.1 will be paid in shares of Common Stock of the Surviving Corporation. For purposes of determining the number of shares of Common Stock of the Surviving Corporation to be delivered by the Surviving Corporation to the Stockholders of Buyer pursuant to this Section 8.1, the value of shares of Common Stock of the Surviving Corporation will be determined as provided in Section 8.28.3.