Common use of Shareholder Indemnity Clause in Contracts

Shareholder Indemnity. Purchaser shall indemnify, after the Closing Date but prior to the expiration of the applicable survival period set forth in Section 9.1, Seller and each Shareholder and their respective officers, directors, agents, Affiliates, representatives, successors and permitted assigns after the Closing (a “Seller Indemnitee”) for all Losses which may be incurred by such Seller Indemnitee relating to, based upon, resulting from or arising out of: (a) the breach of any representation or warranty made by Purchaser in this Agreement or in any Related Document (other than the Employment Agreements) as of the date hereof and as of the Closing Date; (b) the breach of any agreement, covenant or obligation of Purchaser contained in this Agreement or in any Related Document (other than the Employment Agreements); (c) any Liability incurred by Purchaser or its Affiliates to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with the transactions contemplated by this Agreement including Bentley Associates or Jain Consulting LLC; (d) any misrepresentation contained in any certificate or other document furnished by or on behalf of Purchaser or Acquiror Parent pursuant to this Agreement or in any Related Document (other than the Employment Agreements); or

Shareholder Indemnity. Purchaser shall indemnify, after the Closing Date but prior to the expiration of the applicable survival period set forth in Section 9.1, Seller and each Shareholder and their respective officers, directors, agents, Affiliates, representatives, successors and permitted assigns after the Closing Date (a “Seller Indemnitee”) for all Losses which may be incurred by such Seller Indemnitee relating to, based upon, resulting from or arising out of: (a) the breach of any representation or warranty made by Purchaser in this Agreement or in any Related Document (other than the Employment Agreements) as of the date hereof and as of the Closing Date; (b) the breach of any agreement, covenant or obligation of Purchaser contained in this Agreement or in any Related Document (other than the Employment Agreements); (c) any Liability incurred by Purchaser or its Affiliates to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with the transactions contemplated by this Agreement including Bentley Associates or Jain Consulting LLCAssociates; (d) any misrepresentation contained in any certificate or other document furnished by or on behalf of any Purchaser or Acquiror Parent pursuant to this Agreement or in any Related Document (other than the Employment Agreements); or (e) any Assumed Liability. Any third party claim giving rise to indemnity under this Section 9.6 shall be subject to the same procedures as Section 9.5.

Shareholder Indemnity. Purchaser shall indemnify, after the Closing Date but prior to the expiration of the applicable survival period set forth in Section 9.1, Seller and each Shareholder and their respective officers, directors, agents, Affiliates, representatives, successors and permitted assigns after the Closing (a “Seller Indemnitee”) for all Losses which may be incurred by such Seller Indemnitee relating to, based upon, resulting from or arising out of: (a) the breach of any representation or warranty made by Purchaser in this Agreement or in any Related Document (other than the Employment Agreements) as of the date hereof and as of the Closing Date; (b) the breach of any agreement, covenant or obligation of Purchaser contained in this Agreement or in any Related Document (other than the Employment Agreements); (c) any Liability incurred by Purchaser or its Affiliates to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with the transactions contemplated by this Agreement including Bentley Associates or Jain Consulting LLC; (d) any misrepresentation contained in any certificate or other document furnished by or on behalf of Purchaser or Acquiror Parent pursuant to this Agreement or in any Related Document (other than the Employment Agreements); or (e) any Assumed Liability. Any third party claim giving rise to indemnity under this Section 9.6 shall be subject to the same procedures as Section 9.5.

Shareholder Indemnity. Purchaser shall indemnify, after the Closing Date but prior to the expiration of the applicable survival period set forth in Section 9.1, each Seller and each Shareholder and their its respective officers, directors, agents, Affiliates, representatives, successors and permitted assigns after the Closing Date (a “Seller Indemnitee”) for all Losses which may be incurred by such Seller Indemnitee relating to, based upon, resulting from or arising out of: (a) the breach of any representation or warranty made by Purchaser in this Agreement or in any Related Document (other than the Employment Agreements) as of the date hereof and as of the Closing Date; (b) the breach of any agreement, covenant or obligation of Purchaser contained in this Agreement or in any Related Document (other than the Employment Agreements); (c) any Liability incurred by Purchaser or its Affiliates to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with the transactions contemplated by this Agreement including Bentley Associates or Jain Consulting LLC;Associates. (d) any misrepresentation contained in any certificate or other document furnished by or on behalf of Purchaser or Acquiror Parent pursuant to this Agreement or in any Related Document (other than the Employment Agreements); or (e) any Assumed Liability. Any third party claim giving rise to indemnity under this Section 9.6 shall be subject to the same procedures as Section 9.5.