Common use of Post Closing Indemnification Clause in Contracts

Post Closing Indemnification. (a) From and after the Closing Date, each Principal shall jointly and severally defend, indemnify and hold harmless Buyer and its subsidiaries (including the Company) and each of their successors, assigns, officers, directors and employees (the "Buyer Indemnitee Group") against and in respect of any and all losses, actions, suits, proceedings, claims, liabilities, damages, causes of action, demands, assessments, judgments, and investigations and any and all costs and expenses paid to third parties, including without limitation, reasonable attorneys' fees and expenses (collectively, "Damages"), suffered by any of them as a result of, or arising from: (i) except for matters referred to in clauses (ii) and (iii) hereof, any inaccuracy in or breach of or omission from any of the representations or warranties made by Principals in Article II of this Agreement or pursuant hereto (as amended by the Disclosure Supplements), or any nonfulfillment, partial or total, of any of the covenants or agreements made by Principals in this Agreement to the extent not waived by Buyer in writing; (ii) any claim, action, suit, proceeding or investigation of any kind by WSI Corporation or its successors or assigns relating to or arising from the relationship between the Company and EarthWatch, including without limitation any claim, action, suit, proceeding or investigation by WSI Corporation in connection with that certain Letter of Intent between the Company and EarthWatch referred to in Schedule 2.14 of the Disclosure Schedule, or agreements entered into between the Company and EarthWatch pursuant to such Letter of Intent; and (iii) there being outstanding at the Closing any shares of capital stock of the Company other than those set forth on Schedule 1 attached to the Stock Purchase Agreement or any right of a person to purchase or receive any additional shares of capital stock or other securities of the Company, including without limitation any outstanding subscriptions, scrip, warrants, commitments, conversion rights, calls, options or agreements to issue or sell additional securities of the Company.

Post Closing Indemnification. (a) From and after the Closing Date, each Principal shall Sellers jointly and severally shall defend, indemnify and hold harmless Buyer and its subsidiaries affiliates (including the Company) and each of their successors, assigns, officers, directors and employees (the "Buyer Indemnitee Group") against and in respect of any and all losses, actions, suits, proceedings, claims, liabilities, damages, causes of action, demands, assessments, judgments, and investigations and any and all costs and expenses paid to third parties, including without limitation, reasonable attorneys' fees and expenses (collectively, "Damages"), suffered by any of them as a result of, or arising from: (i) except for matters referred to in clauses (ii) and (iii) hereof, any inaccuracy in or breach of or omission from any of the representations or warranties made by Principals Sellers in Article II of this Agreement or pursuant hereto (as amended by the Disclosure Supplements)hereto, or any nonfulfillment, partial or total, of any of the covenants or agreements made by Principals Sellers in this Agreement to the extent not waived by Buyer in writing; or (ii) any claim, action, suit, proceeding or investigation of any kind by WSI Corporation or its successors or assigns relating to or arising from events occurring prior to the relationship between Closing Date, instituted by or against or involving the Company or any of its business or assets (other than those claims, actions, suits, proceedings and EarthWatch, including without limitation any claim, action, suit, proceeding or investigation by WSI Corporation in connection with that certain Letter of Intent between the Company and EarthWatch referred to investigations set forth in Schedule 2.14 2.13 of the Disclosure Schedule) regardless of whether such claims, actions, suits, proceedings or agreements entered into between the Company and EarthWatch pursuant to such Letter of Intent; and (iii) there being outstanding at investigations are made or commenced before or after the Closing any shares of capital stock of Date, provided that Damages relating to claims, actions, suits, proceedings and investigations that relate to events occurring both before and after the Company other than those set forth on Schedule 1 attached to the Stock Purchase Agreement or any right of a person to purchase or receive any additional shares of capital stock or other securities of the Company, including without limitation any outstanding subscriptions, scrip, warrants, commitments, conversion rights, calls, options or agreements to issue or sell additional securities of the CompanyClosing Date shall be equitably allocated between Buyer and Sellers.

Post Closing Indemnification. (a) From and after the Closing Date, each Principal Xxxxxx shall jointly and severally defend, indemnify and hold harmless Buyer and its subsidiaries (including the Company) and each of their successors, assigns, officers, directors and employees (the "Buyer Indemnitee Group") against and in respect of any and all losses, actions, suits, proceedings, claims, liabilities, damages, causes of action, demands, assessments, judgments, and investigations and any and all costs and expenses paid to third parties, including without limitation, reasonable attorneys' fees and expenses (collectively, "Damages"), suffered by any of them as a result of, or arising from: (i) except for matters referred to in clauses (ii) and (iii) hereofhereof and in Section 6.03, any inaccuracy in or breach of or omission from any of the representations or warranties made by Principals Xxxxxx in Article II of this Agreement or pursuant hereto (as amended by the Disclosure Supplements), or any nonfulfillment, partial or total, of any of the covenants or agreements made by Principals Xxxxxx in this Agreement to the extent not waived by Buyer in writing; (ii) except for matters referred to in clause (iii) hereof and in Section 6.03, any claim, action, suit, proceeding or investigation of any kind by WSI Corporation or its successors or assigns relating to or arising from events occurring prior to the relationship between Closing Date, instituted by or against or involving the Company or any of its business or assets (other than those claims, actions, suits, proceedings and EarthWatch, including without limitation any claim, action, suit, proceeding or investigation by WSI Corporation in connection with that certain Letter of Intent between the Company and EarthWatch referred to investigations set forth in Schedule 2.14 of the Disclosure Schedule) regardless of whether such claims, actions, suits, proceedings or agreements entered into investigations are made or commenced before or after the Closing Date, provided that Damages relating to claims, actions, suits, proceedings and investigations that relate to events occurring both before and after the Closing Date shall be equitably allocated 23 - 192 - between Buyer and Sellers and; (iii) the failure or inability of the Company to collect all accounts receivable reflected on the Financial Statements less the amount of $20,000, provided, however, the Company and EarthWatch pursuant Buyer shall have used all customary methods to collect such Letter of Intent; accounts receivable and (iii) there being outstanding at the Closing provided further, that if Xxxxxx shall be required to pay any shares of capital stock of amounts hereunder, Buyer or the Company other than those set forth on Schedule 1 attached shall assign uncollected accounts receivable to the Stock Purchase Agreement or any right of a person Xxxxxx, who may use all necessary reasonable means to purchase or receive any additional shares of capital stock or other securities of the Companycollect it, including without limitation any outstanding subscriptions, scrip, warrants, commitments, conversion rights, calls, options or agreements to issue or sell additional securities bringing an action in the name of the Company.

Post Closing Indemnification. (a) From and after the Closing DateClosing, each Principal shall jointly and severally defendsubject to the limitations herein, indemnify the Surviving Corporation and hold harmless Buyer Parent and its subsidiaries (including the Company) and each of their successors, assignsrespective directors, officers, directors employees, agents, shareholders, subsidiaries, affiliates, successors and employees assigns (each a “Parent Indemnified Person” and, collectively, the "Buyer Indemnitee Group"“Parent Indemnified Persons”) will be indemnified and held harmless from, and against and in respect of any and all losses, actions, suits, proceedingsdemands, claims, liabilities, damages, actions or causes of action, demands, assessments, judgmentslosses, and investigations and any and all damages, liabilities, costs and expenses (including amounts paid in settlement, interest, court costs, costs of investigators, reasonable fees and expenses of accountants, advisors and other experts, and reasonable attorneys’ fees and expenses), including, without limitation, interest, penalties, disbursements and expenses not otherwise paid by or recovered from an applicable policy (or policies) of insurance (collectively, “Losses”) arising out of (i) the breach of or inaccuracy in any representation or warranty of the Company contained in this Agreement, (ii) the breach by the Company of, or the failure by the Company to perform, any of the covenants or other agreements contained in this Agreement to be performed by the Company prior to or at the Closing, (iii) the Company’s litigation (the “HMH Litigation”) with Houghton Mifflin Harcourt Publishing Company and its affiliates (collectively, “HMH”), excluding any litigation related to patent claims asserted by the Company or any of its affiliates against HMH after Closing, which patent claims shall not be indemnifiable nor constitute Losses under this Agreement; provided that notwithstanding the foregoing, any patent claims asserted by HMH against the Company, and any patent claims asserted by the Company or any of its affiliates against HMH after Closing in defense of any patent claims asserted by HMH, shall be indemnifiable and shall constitute Losses under this Agreement, (iv) any matters set forth in Sections 3.10(c), 3.11 or 3.14 of the Company Disclosure Schedule, (v) any Dissenting Share Liabilities (as defined below), (vi) claims made against the Surviving Corporation or Parent by a third partiesparty related to the license or failure to license by the Company of such third party’s software or other intellectual property, including without limitation, reasonable attorneys' fees Microsoft licensing or (vii) claims made against Parent or the Surviving Corporation by the counterparty to that certain agreement set forth in Section 3.10(c)(1) of the Company Disclosure Schedule alleging that the execution and delivery of this Agreement by the Company, or the consummation of the Merger, contravened, breached, conflicted with or constituted a violation of such agreement set forth in Section 3.10(c)(1) of the Company Disclosure Schedule. In determining the amount of any Losses for which an Indemnified Person is entitled to indemnification, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds or other third party recoveries received by such Indemnified Person or any of its affiliates in respect of such Losses; provided that nothing in this Section 7.3(a) shall be deemed to limit the right of Parent Indemnified Persons to be advanced amounts from the Escrowed Property in respect of fees, costs and expenses (collectivelyas set forth in Section 7.5(d) below. If an indemnification payment is received by an Indemnified Person, "Damages")and such Person, suffered by or any of them as its affiliates, later received insurance proceeds or other third party recoveries in respect of such Losses, such Indemnified Person shall promptly pay to the Indemnifying Party a result of, or arising from: sum equal to the lesser of (i) except for matters referred to in clauses the Indemnifying Party’s pro rata share (based on percentage of Merger Consideration received by such Indemnifying Party) of the actual amount of insurance proceeds or other third party recoveries or (ii) and (iii) hereof, any inaccuracy in or breach of or omission from any the actual amount of the representations or warranties made by Principals in Article II of this Agreement or pursuant hereto (as amended indemnification payment previously paid by the Disclosure Supplements), or any nonfulfillment, partial or total, of any of the covenants or agreements made by Principals in this Agreement to the extent not waived by Buyer in writing; (ii) any claim, action, suit, proceeding or investigation of any kind by WSI Corporation or its successors or assigns relating to or arising from the relationship between the Company and EarthWatch, including without limitation any claim, action, suit, proceeding or investigation by WSI Corporation in connection Indemnifying Party with that certain Letter of Intent between the Company and EarthWatch referred to in Schedule 2.14 of the Disclosure Schedule, or agreements entered into between the Company and EarthWatch pursuant respect to such Letter of Intent; and (iii) there being outstanding at the Closing any shares of capital stock of the Company other than those set forth on Schedule 1 attached to the Stock Purchase Agreement or any right of a person to purchase or receive any additional shares of capital stock or other securities of the Company, including without limitation any outstanding subscriptions, scrip, warrants, commitments, conversion rights, calls, options or agreements to issue or sell additional securities of the CompanyLosses.

Post Closing Indemnification. (a) From and after the Closing Date, each Principal Sellers shall jointly and severally defend, indemnify and hold harmless Buyer and its subsidiaries affiliates (including the Company) and each of their successors, assigns, officers, directors and employees (the "Buyer Indemnitee Group") against and in respect of any and all losses, actions, suits, proceedings, claims, liabilities, damages, causes of action, demands, assessments, judgments, and investigations and any and all costs and expenses paid to third parties, including without limitation, reasonable attorneys' fees and expenses (collectively, "Damages"), suffered by any of them as a result of, or arising from: (i) except for matters referred to in clauses (ii) and (iii) hereof, any inaccuracy in or breach of or omission from any of the representations or warranties made by Principals Sellers in Article II of this Agreement or pursuant hereto (as amended by the Disclosure Supplements)hereto, or any nonfulfillment, partial or total, of any of the covenants or agreements made by Principals Sellers in this Agreement to the extent not waived by Buyer in writing; or (ii) any claim, action, suit, proceeding or investigation of any kind by WSI Corporation or its successors or assigns relating to or arising from events occurring prior to the relationship between Closing Date, instituted by or against or involving the Company or any of its business or assets (other than those claims, actions, suits, proceedings and EarthWatch, including without limitation any claim, action, suit, proceeding or investigation by WSI Corporation in connection with that certain Letter of Intent between the Company and EarthWatch referred to investigations set forth in Schedule 2.14 2.13 of the Disclosure Schedule) regardless of whether such claims, actions, suits, proceedings or agreements entered into between the Company and EarthWatch pursuant to such Letter of Intent; and (iii) there being outstanding at investigations are made or commenced before or after the Closing any shares of capital stock of Date, provided that Damages relating to claims, actions, suits, proceedings and investigations that relate to events occurring both before and after the Company other than those set forth on Schedule 1 attached to the Stock Purchase Agreement or any right of a person to purchase or receive any additional shares of capital stock or other securities of the Company, including without limitation any outstanding subscriptions, scrip, warrants, commitments, conversion rights, calls, options or agreements to issue or sell additional securities of the CompanyClosing Date shall be equitably allocated between Buyer and Sellers.