Common use of Parent's Indemnification Rights Clause in Contracts

Parent's Indemnification Rights. (a) Subject to the limitations set forth in this Article X, from and after the Effective Time, the shareholders of the Company, jointly and severally, shall indemnify and hold harmless Parent and its officers, directors, agents and employees, and each person, if any, who controls or may control the Parent within the meaning of the Securities Act (referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, reasonable legal fees, (collectively, "Damages") arising out of any misrepresentation or breach of, or default in connection with, any of the representations, warranties, covenants and agreements given or made by the Company in this Agreement, the Company Disclosure Schedule or any exhibit or Schedule to this Agreement. Notwithstanding the foregoing, the indemnification obligations of the Company shareholders for Damages in respect of fraud shall be several and not joint, and such obligations shall be distributed among the Company shareholders pro rata in proportion to the number of Parent Shares issued to each such shareholder in the Merger.

Parent's Indemnification Rights. (a) Subject to the applicable limitations set forth in this Article X, from and after the Effective Time, the shareholders of the Company, jointly and severally, shall indemnify and hold harmless Parent Parent, Wit and its the officers, directors, agents and employees, and each person, if any, who controls or may control the Parent or Wit within the meaning of the Securities Act (referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including, without limitation, reasonable legal fees, fees (collectively, "Damages") arising arising, whether before or after the Effective Time, out of (i) any misrepresentation or breach of, or default in connection with, any of the representations, warranties, covenants and agreements given or made by the Company in this Agreement, the Company Disclosure Schedule or any exhibit Exhibit or Schedule to this AgreementAgreement or (ii) the matters described in Schedule A (each matter referred to in clause (ii) being a "Specified Matter"). Notwithstanding the foregoing, the indemnification obligations of the Company shareholders for Damages in respect of fraud shall be several and not joint, and such obligations shall be distributed among the Company shareholders pro rata in proportion to the number of Parent Shares issued to each such shareholder in the Merger.