Common use of Purchaser’s Indemnification Clause in Contracts

Purchaser’s Indemnification. From and after the Closing Date, the Purchaser, Newco and the Surviving Corporation shall indemnify and hold harmless the Seller and each of its respective legal representatives, successors and assigns from and against all Indemnifiable Losses imposed upon, incurred by or asserted against, the Seller resulting from, related to, or arising out of: (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Purchaser or Newco under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and any Adjusted Current Liabilities; (iii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Purchaser or Newco pursuant to this Agreement or upon any untrue statement or omission contained in any information furnished or caused to be furnished by the Purchaser or Newco; and (iv) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Purchaser’s Indemnification. From and after the Closing Date, the Purchaser, Newco and the Surviving Corporation shall indemnify and hold harmless the Seller Sellers and each of its their respective legal and accounting representatives, successors and assigns from and against all Indemnifiable Losses imposed upon, incurred by or asserted against, the Seller Sellers resulting from, related to, or arising out of: (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Purchaser or Newco under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller Sellers pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b2.2(b) and any Adjusted Current Liabilities; (iii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Purchaser or Newco pursuant to this Agreement or upon any untrue statement or omission contained in any information furnished or caused to be furnished by the Purchaser or Newco; and (iv) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Purchaser’s Indemnification. From and after In the Closing Dateevent that any Registrable Securities are included in a registration statement under this Section 7, the Purchaser, Newco and the Surviving Corporation Company shall indemnify and hold harmless the Seller Purchaser, the officers, directors, managers, members, employees, agents and representatives of the Purchaser, and each person, if any, who controls the Purchaser within the meaning of its respective the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), against any losses, claims, damages, liabilities or reasonable out-of-pocket expenses (collectively, including reasonable legal representativesexpenses or other expenses reasonably incurred in connection with investigating or defending same, successors and assigns from and against all Indemnifiable “Losses”), insofar as any such Losses imposed upon, incurred by arise out of or asserted against, the Seller resulting from, related to, or arising out of: are based upon (i) any misrepresentation, breach of any warranty untrue statement or non-fulfillment of any covenant to be performed by the Purchaser or Newco under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and any Adjusted Current Liabilities; (iii) any alleged untrue statement of any a material fact contained in such registration statement under which such Registrable Securities were registered, including any registration statementpreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, prospectusor (ii) the omission to state therein a material fact required to be stated therein, document or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will reimburse the Purchaser, and each such officer, director, manager, member, employee, agent, representative or controlling person, for any reasonable legal expenses or other item, out-of-pocket expenses (promptly as such expenses are incurred) by any such entity or any amendment or supplement thereof, prepared, filed, distributed or executed person in connection with investigating or defending any Purchaser Financing TransactionLoss; provided, however, that the foregoing indemnity shall not apply to amounts paid in settlement of any Loss if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be obligated to indemnify any person for any Loss to the extent that such Loss arises out of or is based upon (i) any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading that is based upon any misrepresentation conforms in all material respects to written information furnished by such person expressly for use in such registration statement or breach (ii) a failure of any warranty such person to deliver or cause to be delivered the final prospectus contained in a registration statement and made available by the Purchaser or Newco pursuant to this Agreement or upon any untrue statement or omission contained in any information furnished or caused to be furnished Company, if such delivery is required by the Purchaser or Newco; and (iv) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Dateapplicable law.

Purchaser’s Indemnification. From and after the Closing Date, the Purchaser, Newco and the Surviving Corporation shall Each Purchaser severally agrees to indemnify and hold harmless the Seller Company, CCI and each of its respective legal representativestheir directors, successors officers, employees and assigns from agents against any losses, liabilities, claims, damages, actions and expenses whatsoever as incurred (including but not limited to reasonable attorneys' fees and any and all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all Indemnifiable Losses imposed uponamounts paid in settlement of any claim or litigation), incurred by joint or asserted againstseveral, to which they or any of them may become subject under the Securities Act, the Seller resulting fromExchange Act or otherwise, related toinsofar as such losses, liabilities, claims, damages or arising expenses (or actions in respect thereof) arise out of: of or are based upon (i) any misrepresentation, breach of any warranty untrue statement or non-fulfillment of any covenant to be performed by the Purchaser or Newco under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and any Adjusted Current Liabilities; (iii) any alleged untrue statement of any a material fact contained in any the Registration Statement for the registration statementof the Offered Securities, prospectus, document or other item, as originally filed or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, the omission or any alleged omission to state in any such registration statement, prospectus, document, item, amendment or supplement therein a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation ; or breach of any warranty made by the Purchaser or Newco pursuant to this Agreement or (ii) upon any untrue statement or omission alleged untrue statement of a material fact contained in the Prospectus (or any information furnished amendment or caused supplement thereto), or the omission or alleged omission to be furnished by state therein a material fact necessary in order to make statements made therein, in the Purchaser light of the circumstances under which they were made, not misleading; or Newco(iii) the Purchaser's willful misconduct or gross negligence in the performance of such Purchaser's obligations under this Agreement; and or (iv) the breach of the representations and warranties made herein by the Purchaser, but, in respect of any Legal Proceeding or Order claim for indemnification arising out of matters covered by clauses (i) and (ii) above, only to the extent, that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information relating to such Purchaser furnished to the foregoing even though such Legal Proceeding or Order may not be filed, become finalCompany by the Purchaser, or come at its direction, expressly for use therein. This indemnity agreement will be in addition to light until after the Closing Dateany liability, which each Purchaser may otherwise have, including under this Agreement.

Purchaser’s Indemnification. From and after the Closing Date, the Purchaser, Newco Purchaser and the Surviving Corporation shall indemnify and hold harmless the Seller and each of its respective legal representatives, successors and assigns from and against all Indemnifiable Losses imposed upon, incurred by or asserted against, the Seller resulting from, related to, or arising out of: (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Purchaser or Newco under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Debt for which an adjustment to liabilities reflected in the Base Purchase Price has been determination of the Net Book Value of the Combined Acquired Assets and Liabilities made under Section 2.8(b) and any Adjusted Current Liabilities2.8(c); (iii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Purchaser or Newco pursuant to this Agreement or upon any untrue statement or omission contained in any information furnished or caused to be furnished by the Purchaser or NewcoPurchaser; and (iv) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Purchaser’s Indemnification. From and after the Closing Date, the Purchaser, Newco and the Surviving Corporation Purchaser shall indemnify and hold harmless the Seller and each of its their respective legal representatives, successors and assigns from and against all Indemnifiable Losses imposed upon, incurred by or asserted against, the Seller resulting from, related to, or arising out of: (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Purchaser or Newco under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b2.2(b) and any Adjusted Current Liabilities; (iii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Purchaser or Newco pursuant to this Agreement or upon any untrue statement or omission contained in any information furnished or caused to be furnished by the Purchaser or NewcoPurchaser; and (iv) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Purchaser’s Indemnification. From and after the Closing Date, the Purchaser, Newco and the Surviving Corporation shall indemnify and hold harmless the Seller Sellers and each of its their respective legal representatives, successors and assigns from and against all Indemnifiable Losses imposed upon, incurred by or asserted against, the Seller Sellers resulting from, related to, or arising out of: (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Purchaser or Newco under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller Sellers pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and any Adjusted Current Liabilities; (iii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Purchaser or Newco pursuant to this Agreement or upon any untrue statement or omission contained in any information furnished or caused to be furnished by the Purchaser or Newco; (iv) any liability or obligation of DocuNet arising from and after the Closing Date (other than any liabilities or obligations that are the subject of the indemnity obligations of the Sellers contained herein); and (ivv) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.

Purchaser’s Indemnification. From and after the Closing Date, the Purchaser, Newco and the Surviving Corporation shall indemnify and hold harmless the Seller Sellers and each of its their respective legal and accounting representatives, successors and assigns from and against all Indemnifiable Losses imposed upon, incurred by or asserted against, the Seller Sellers resulting from, related to, or arising out of: (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Purchaser or Newco under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller Sellers pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any liabilities reflected in the determination of the Closing Debt for which an adjustment to Amount under Section 28(b) and Net Book Value of the Base Purchase Price has been Combined Acquired Assets and Liabilities made under Section 2.8(b) and any Adjusted Current Liabilities2.8(c); (iii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Purchaser or Newco pursuant to this Agreement or upon any untrue statement or omission contained in any information furnished or caused to be furnished by the Purchaser or Newco; and (iv) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.