By Securityholders Clause Samples

By Securityholders. From and after the Closing, the Securityholders (in such capacity, each a “Company Indemnifying Party” and collectively, the “Company Indemnifying Parties”) shall severally (in proportion to their respective Pro Rata Portion), and not jointly, indemnify, save and hold harmless Parent, Merger Sub, the Surviving Corporation and their Affiliates and respective Representatives, and each of their successors and permitted assigns (each, a “Parent Indemnified Party” and collectively, the “Parent Indemnified Parties”) from and against any and all losses, liabilities, obligations, claims, damages, awards, judgments, costs and expenses (including reasonable legal fees and expenses and litigation costs, and reasonable costs of investigation) (provided, that such fees, expenses and costs will not include the compensation of any officers, directors or employees of Parent or Company or any overhead allocable to them that is incurred in investigating, defending, settling or resolving any indemnification claim for which losses are determined) (herein, “Damages”), to the extent incurred in connection with, arising out of, resulting from or incident to: (i) a breach of any representation or warranty made by the Company in this Agreement or in the Company Closing Certificate; provided, however, that Parent shall not be entitled to indemnification for any breach or inaccuracy of any of the representations and warranties set forth in Article IV if such breach or inaccuracy was disclosed in the Company Closing Certificate and related to any matter arising after the date of this Agreement and prior to the Closing Date; (ii) a breach of any covenant or agreement made, or to be performed, by the Company in this Agreement; (iii) a breach of the representation and warranty made by the Company in the Liability Certificate; (iv) any breach of any representation, warranty, covenant or agreement made by the parties to the Distribution Agreement therein (other than actions taken by the Surviving Corporation after the Closing); (v) any Pre-Closing Taxes of the Company and its Subsidiaries, to the extent not paid prior to the Closing; (vi) Taxes for periods prior to Closing of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries is or was a member on or prior to the Closing Date by reason of liability under Treasury Regulation §1.1502-6, Treasury Regulation §1.1502-78 or comparable provision of foreign, state or local law, to ...