Common use of By the Shareholders Clause in Contracts

By the Shareholders. (i) Subject to the provisions of Section 9.1 relating to the survival of representations and warranties and the other limitations contained herein, from and after the Closing, the Shareholders severally, in proportion to the Shareholders’ Proportionate Interests, agree to indemnify, defend and hold harmless Buyers, their Affiliates, and the officers, directors, partners, employees, agents, representatives, successors and assigns of any of the foregoing (collectively, “Buyer Indemnitees”) against all Losses incurred by any of Buyer Indemnitees (after deduction of the amount of any insurance proceeds recovered by the Buyer Indemnitees) and arising out of or relating to: (A) any breach of any representation or warranty made by the Shareholders in this Agreement or any other Transaction Document, (B) any breach of any covenant, agreement or obligation of the Shareholders contained in this Agreement or any other Transaction Document, (C) any breach by Deltek of any covenant, agreement or obligation contained in this Agreement or any other Transaction Document and required to be performed or complied with by Deltek prior to the Closing, (D) Shareholders’ Taxes, (E) any employee severance obligations incurred by Deltek or any Subsidiary arising out of the consummation of the Contemplated Transactions (including under the Executive Severance Agreements and Severance Agreements) other than those obligations incurred under Section 5.14(b)(ii), and (F) any Losses arising out of or relating to claims made by holders of Deltek’s stock appreciation rights that in any way relate to the consideration paid to such holders with respect to the exercise or termination of their stock appreciation rights in connection with the Contemplated Transactions. Notwithstanding the foregoing, with respect to direct claims made by a Buyer Indemnitee against the Shareholders, damages shall constitute Losses for the purpose of this Section 9.2(b) only to the extent of the direct damages incurred by the Buyer Indemnitee (excluding consequential damages, whether or not foreseeable), but the Shareholders shall be liable for all damages (including consequential damages) that form part of a third party claim against a Buyer Indemnitee. In addition, notwithstanding the foregoing, Losses shall not include, and the Buyer Indemnitees shall not be entitled to indemnification from the Shareholders under this Section 9.2(b) with respect to (i) any restatement of Deltek’s financial statements after the Closing to conform Deltek’s revenue recognition policy or Deltek’s manner of amortizing Software development costs with GAAP, (ii) any other adjustment after the Closing to Deltek’s financial statements that has a non-cash impact on Deltek and solely relates to shifting amounts from one year to the immediately succeeding year or the immediately preceding year, (iii) any Patent Infringement Losses attributable to periods from and after the eighteen-month anniversary of the Closing Date, (iv) any Patent Infringement Losses in excess of $10 million in the aggregate that are attributable to periods prior to the Closing or to periods from and after the Closing but prior to the eighteen-month anniversary of the Closing Date, or (v) up to $50,000 of legal fees and expenses incurred by Deltek in defending or settling any Patent Infringement Claim.

By the Shareholders. (i) Subject Upon the terms and subject to the provisions of Section 9.1 relating to the survival of representations and warranties and the other limitations contained hereinconditions set forth in this Article 6, from and after the Closing, Closing the Shareholders severally, in proportion to the Shareholders’ Proportionate Interests, agree to indemnify, defend shall jointly and severally indemnify and hold harmless Buyers, their AffiliatesBuyer and its Affiliates (including the Company after the Closing), and the officerstheir respective shareholders, directors, partnersofficers, employees, agents, representatives, successors agents and assigns of any of the foregoing other representatives (collectively, the “Buyer IndemniteesIndemnified Parties”) ), from and against all Losses resulting to, imposed upon or incurred by any of Buyer Indemnitees (after deduction of the amount of any insurance proceeds recovered Indemnified Party, directly or indirectly, by the Buyer Indemnitees) and reason of, arising out of or relating toresulting from: (Aa) any inaccuracy or breach of any representation or warranty made by of the Shareholders in this Agreement Company or any other Transaction DocumentShareholder contained in or made pursuant to this Agreement, (Bignoring, for purposes of determining the amount of Losses with respect thereto, any “materiality” or similar qualifier set forth in such representation or warranty); (b) any breach of any covenant, agreement or obligation covenant of the Shareholders Company or any Shareholder contained in or made pursuant to this Agreement or any other Transaction Document, (Cregardless of whether such breach is deemed “material”); (c) any breach by Deltek Tax of any covenant, agreement or obligation contained in this Agreement or any other Transaction Document and required to be performed or complied with by Deltek prior to the Closing, (D) Shareholders’ Taxes, (E) any employee severance obligations incurred by Deltek Company or any Subsidiary arising out for a Pre-Closing Tax Period (to the extent such Tax is not taken into account in the calculation of the consummation of Final Closing Net Working Capital); (d) any unpaid Funded Indebtedness that remains outstanding following the Contemplated Transactions Closing; (including under e) any unpaid Company Transaction Expenses that remain outstanding following the Executive Severance Agreements and Severance AgreementsClosing; and/or (f) other than those obligations incurred under Section 5.14(b)(ii)the matters set forth on Exhibit 6.1, and (F) provided, however, that any Losses arising out of or relating to claims made any breach described in the foregoing clause (a) shall be recoverable by holders the Buyer Indemnified Parties first out of Deltek’s stock appreciation rights that a reduction in any way relate the Earn-Out Payment, to the consideration paid extent any portion of the Earn-Out Payment has not been made to such holders with respect to the exercise or termination of their stock appreciation rights in connection with the Contemplated Transactions. Notwithstanding the foregoing, with respect to direct claims made by a Buyer Indemnitee against the Shareholders, damages shall constitute Losses for the purpose of this as contemplated by Section 9.2(b) only to the extent of the direct damages incurred by 6.4 before the Buyer Indemnitee (excluding consequential damages, whether Indemnified Parties may seek recovery from the Escrow Account or not foreseeable), but directly from the Indemnifying Parties. The Buyer Indemnified Parties shall provide the Shareholders shall be liable with written notice of any Losses in accordance with Section 8.9, describing the Losses in reasonable detail, as soon as reasonably practicable after Buyer actually becomes aware of such Losses, it being agreed that notices for all damages (including consequential damages) that form part Losses in respect of a third party claim against breach of a Buyer Indemnitee. In additionrepresentation, notwithstanding the foregoingwarranty, Losses shall not include, and the Buyer Indemnitees shall not covenant or agreement must be entitled to indemnification from the Shareholders under this Section 9.2(b) with respect to (i) any restatement of Deltek’s financial statements after the Closing to conform Deltek’s revenue recognition policy or Deltek’s manner of amortizing Software development costs with GAAP, (ii) any other adjustment after the Closing to Deltek’s financial statements that has a non-cash impact on Deltek and solely relates to shifting amounts from one year to the immediately succeeding year or the immediately preceding year, (iii) any Patent Infringement Losses attributable to periods from and after the eighteen-month anniversary of the Closing Date, (iv) any Patent Infringement Losses in excess of $10 million in the aggregate that are attributable to periods delivered prior to the Closing expiration of any applicable survival period specified in this Article 6 for such representation, warranty, covenant or to periods from agreement and after that such notice shall preserve the Closing but prior to Buyer Indemnified Parties’ claim for such Losses despite the eighteen-month anniversary subsequent expiration of the Closing Date, or (v) up to $50,000 of legal fees and expenses incurred by Deltek in defending or settling any Patent Infringement Claimsuch survival period.

By the Shareholders. (i) Subject to the provisions terms and conditions of Section 9.1 relating to the survival of representations and warranties and the other limitations contained herein, from and after the Closingthis Article 6, the Shareholders severallyShareholders, severally (in proportion to each such Shareholder's percentage ownership of the Shareholders’ Proportionate InterestsShares) and not jointly, hereby agree to indemnify, defend and hold harmless BuyersABR, their Affiliates, and the officers, its directors, partnersofficers and employees (hereinafter "ABR's Affiliates") and LP Bxxxx, employeesxxs directors, agents, representatives, successors officers and assigns of any of the foregoing (collectively, “Buyer Indemnitees”) employees from and against all Losses Claims (as hereinafter defined) asserted against, resulting to, imposed upon, or incurred by any of Buyer Indemnitees (after deduction of the amount of any insurance proceeds recovered ABR, ABR's Affiliates or LP Bxxxx, xxrectly or indirectly, by the Buyer Indemnitees) and reason of, arising out of or relating to: resulting from (Aa) any the inaccuracy or breach of any representation or warranty made by the Shareholders in this Agreement or any other Transaction Document, (B) any breach of any covenant, agreement or obligation of the Shareholders contained in this Agreement or any other Transaction DocumentAgreement, (Cb) any the breach by Deltek of any covenant, agreement or obligation covenant by the Shareholders contained in this Agreement Agreement, (c) any dispute involving, or Claim made by, any other Transaction Document current or former shareholder of LP Bxxxx (xxher than the Shareholders), or (d) any matter disclosed in Schedule 3.9. As used in this Article 6, "Claim" shall mean and required to be performed or complied with by Deltek prior include (i) all debts, liabilities and obligations; (ii) all losses, damages (but excluding consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and reasonable attorneys' fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, in each case after deduction of any insurance recovery that is remitted to the Closing, Indemnified Party (Das hereinafter defined) Shareholders’ Taxes, (E) as a result of any employee severance obligations incurred by Deltek or any Subsidiary arising out of the consummation of the Contemplated Transactions (including under the Executive Severance Agreements and Severance Agreements) other than those obligations incurred under foregoing. Notwithstanding anything contained in this Section 5.14(b)(ii), and (F) any Losses arising out of or relating to claims made by holders of Deltek’s stock appreciation rights that in any way relate 6.1 to the consideration paid to such holders with respect to the exercise or termination of their stock appreciation rights in connection with the Contemplated Transactions. Notwithstanding the foregoingcontrary, with respect to direct claims made those matters susceptible to cure by a Buyer Indemnitee against the Shareholders, damages shall constitute Losses for the purpose liability of this Section 9.2(b) only to the extent of the direct damages incurred by the Buyer Indemnitee (excluding consequential damages, whether or not foreseeable), but the Shareholders shall be liable for all damages (including consequential damages) that form part of a third party claim against a Buyer Indemnitee. In addition, notwithstanding the foregoing, Losses shall not include, and the Buyer Indemnitees shall not be entitled to indemnification from the Shareholders under this Section 9.2(b) with respect 6.1 shall be subject to (i) any restatement of Deltek’s financial statements after the Closing to conform Deltek’s revenue recognition policy or Deltek’s manner of amortizing Software development costs with GAAP, (ii) any other adjustment after the Closing to Deltek’s financial statements that has a non-cash impact on Deltek and solely relates to shifting amounts from one year to the immediately succeeding year or the immediately preceding year, (iii) any Patent Infringement Losses attributable to periods from and after the eighteen-month anniversary notice of the Closing Datebreach, (iv) any Patent Infringement Losses in excess of $10 million in the aggregate that are attributable to periods prior to the Closing default or to periods from dispute at issue and after the Closing but prior to the eighteen-month anniversary of the Closing Date, or (v) up to $50,000 of legal fees and expenses incurred by Deltek in defending or settling any Patent Infringement Claim.an

By the Shareholders. (i) Subject to the provisions terms and conditions of Section 9.1 relating to the survival of representations this SECTION 11, Seller, and warranties each Shareholder jointly and the other limitations contained herein, from and after the Closing, the Shareholders severally, in proportion to the Shareholders’ Proportionate Interests, hereby agree to indemnify, defend and hold harmless BuyersBuyer, OSI, the Partnership, each Partnership Subsidiary and each of their Affiliatesrespective directors, and the officers, directorsemployees and Affiliates (hereinafter "Buyer's Indemnitees"), partners, employees, agents, representatives, successors from and assigns of any of the foregoing (collectively, “Buyer Indemnitees”) against all Losses Claims asserted against, resulting to, imposed upon, or incurred by any of Buyer's Indemnitees or the Partnership Interest transferred to Buyer Indemnitees (after deduction of the amount of any insurance proceeds recovered pursuant to this Agreement, directly or indirectly, by the Buyer Indemnitees) and reason of, arising out of or relating to: resulting from (Aa) any the inaccuracy or breach of any representation or warranty made by of any of Seller or the Shareholders contained in or made pursuant to this Agreement or any other Transaction Document, (Bregardless of whether such breach is deemed "material"); (b) any the breach of any covenant, agreement covenant of any of Seller or obligation of the Shareholders contained in this Agreement (regardless of whether such breach is deemed "material"); or (c) except as incurred in the ordinary course of business between the execution of this Agreement and the Closing Date, any Liability of the Partnership or any other Transaction Document, (C) any breach by Deltek Partnership Subsidiary not included on the Recent Balance Sheet or the Disclosure Schedules and which arises out of any covenant, agreement or obligation contained in this Agreement or any other Transaction Document and required relates to be performed or complied with by Deltek events first occurring prior to the ClosingClosing Date; provided, (D) Shareholders’ Taxeshowever, (E) that regardless of any employee severance obligations incurred by Deltek disclosure on the Recent Balance Sheets or the Disclosure Schedules, Seller shall indemnify Buyer's Indemnitees from and against any Subsidiary Claim relating to, arising out of the consummation of the Contemplated Transactions (including under the Executive Severance Agreements and Severance Agreements) other than those obligations incurred under Section 5.14(b)(ii)of, and (F) any Losses arising out of or relating to claims made by holders of Deltek’s stock appreciation rights that in any way relate connected with: (i) OBS Investors and (ii) Marc Westerhorstmann, Helvag and its principals and agents, and Outbaxx Xxxxxxxxxx xxxxxxrants in Germany. Notwithstanding any other provision hereof, Shareholder's liability under this SECTION 11.1 for claims relating to (i) OBS Investors and (ii) Marc Westerhorstmann, Helvag and its principals and agents, and Outbaxx Xxxxxxxxxx xxxxxxrants in Germany shall be limited to the consideration paid to such holders with respect to Retained Shares (as defined in SECTION 2.4 hereof), in the exercise or termination of their stock appreciation rights aggregate. As used in connection with this SECTION 11, the Contemplated Transactions. Notwithstanding the foregoingterm "Claim" shall include (i) all Liabilities and Liens; (ii) all losses, with respect to direct claims made by a Buyer Indemnitee against the Shareholdersdamages, damages shall constitute Losses for the purpose of this Section 9.2(b) only to the extent of the direct damages incurred judgments, awards, settlements approved by the Buyer Indemnitee (excluding consequential damagessuch approval shall not be unreasonably withheld or delayed), costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and reasonable attorneys' fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, costs of defense, causes of action, proceedings and assessments, whether or not foreseeable), but the Shareholders shall ultimately determined to be liable for all damages (including consequential damages) that form part of a third party claim against a Buyer Indemnitee. In addition, notwithstanding the foregoing, Losses shall not include, and the Buyer Indemnitees shall not be entitled to indemnification from the Shareholders under this Section 9.2(b) with respect to (i) any restatement of Deltek’s financial statements after the Closing to conform Deltek’s revenue recognition policy or Deltek’s manner of amortizing Software development costs with GAAP, (ii) any other adjustment after the Closing to Deltek’s financial statements that has a non-cash impact on Deltek and solely relates to shifting amounts from one year to the immediately succeeding year or the immediately preceding year, (iii) any Patent Infringement Losses attributable to periods from and after the eighteen-month anniversary of the Closing Date, (iv) any Patent Infringement Losses in excess of $10 million in the aggregate that are attributable to periods prior to the Closing or to periods from and after the Closing but prior to the eighteen-month anniversary of the Closing Date, or (v) up to $50,000 of legal fees and expenses incurred by Deltek in defending or settling any Patent Infringement Claimvalid.

By the Shareholders. The Shareholders shall indemnify, save and hold harmless the Parent, the Acquiror, the Surviving Corporation and their respective Affiliates and Subsidiaries and each of their respective Representatives (i) Subject to collectively, the provisions of Section 9.1 relating to the survival of representations and warranties and the other limitations contained herein"Shareholders' Indemnified Parties"), from and after the Closingagainst any and all costs, the Shareholders severallylosses, Liabilities, Liens, obligations, damages, lawsuits, deficiencies, claims, demands and expenses (whether or not arising out of third-party claims), including without limitation interest, penalties, costs of mitigation, losses in proportion connection with or arising out of CERCLA, any equivalent state statute or any other Environmental Law (including without limitation any clean-up, remedial correction or responsive action), damages to the Shareholders’ Proportionate InterestsEnvironment, agree to indemnifyattorneys' fees and all amounts paid in investigation, defend and hold harmless Buyers, their Affiliates, and the officers, directors, partners, employees, agents, representatives, successors and assigns defense or settlement of any of the foregoing (collectivelyherein, “Buyer Indemnitees”) against all Losses "Damages"), incurred by any of Buyer Indemnitees (after deduction of the amount of any insurance proceeds recovered by the Buyer Indemnitees) and in connection with, arising out of of, resulting from or relating incident to: (Ai) any breach Breach of any representation or warranty made by any Shareholder or the Shareholders Target in this Agreement any Transaction Document or in any certificate delivered by, or on behalf of, a Shareholder or the Target in connection herewith or therewith; (ii) any Breach of any covenant or agreement made by any Shareholder or the Target in any Transaction Document; (iii) any Damages of any nature (absolute, accrued, contingent, asserted, unasserted or otherwise) of any Shareholder, the Target or any ERISA Affiliate of the Target arising under or related to any Plan or Other Benefit Obligation to the extent that such Liability is caused by actions or events occurring before the Closing; (iv) any Liability arising out of CERCLA, any equivalent state statute or any other Transaction DocumentEnvironmental Law, except to the extent that such Liability is caused by actions or events occurring at a Facility after the Closing; (Bv) any breach of any covenant, agreement products or obligation of services sold by the Shareholders contained in this Agreement or any other Transaction Document, (C) any breach by Deltek of any covenant, agreement or obligation contained in this Agreement or any other Transaction Document and required to be performed or complied with by Deltek Target prior to the Closing, and (D) Shareholders’ Taxes, (Evi) any employee severance obligations incurred by Deltek Damages of any nature (absolute, accrued, contingent, asserted, unasserted or any Subsidiary otherwise and including, without limitation, in respect of penalties and interest) arising out of the consummation of the Contemplated Transactions (including under the Executive Severance Agreements and Severance Agreements) other than those obligations incurred under Section 5.14(b)(ii), and (F) any Losses arising out as a result of or relating to claims made by holders of Deltek’s stock appreciation rights that in any way relate to the consideration paid to such holders with respect to the exercise or termination of their stock appreciation rights in connection with the Contemplated Transactions. Notwithstanding the foregoing, with respect to direct claims made by a Buyer Indemnitee against the Shareholders, damages shall constitute Losses for the purpose of this Section 9.2(b(x) only to the extent of the direct damages incurred by the Buyer Indemnitee any unpaid Taxes (excluding consequential damages, whether or not foreseeable)disclosed on the Disclosure Schedules and including, but without limitation, the Shareholders shall be liable for all damages unpaid Taxes reflected on the Preliminary Title Report) of Xxxxx X. Xxxxxxxxxx or his spouse and/or (including consequential damages) that form part of a third party claim against a Buyer Indemnitee. In addition, notwithstanding the foregoing, Losses shall not include, and the Buyer Indemnitees shall not be entitled to indemnification from the Shareholders under this Section 9.2(b) with respect to (iy) any restatement Encumbrances related thereto or resulting therefrom. The indemnification obligations pursuant to clause (vi) of Deltek’s financial statements after the Closing to conform Deltek’s revenue recognition policy or Deltek’s manner of amortizing Software development costs with GAAP, (ii) any other adjustment after the Closing to Deltek’s financial statements that has a non-cash impact on Deltek and solely relates to shifting amounts from one year to the immediately succeeding year or the immediately preceding year, (iii) any Patent Infringement Losses attributable sentence shall be in addition to periods from and after shall in no way limit the eighteen-month anniversary of the Closing Date, (iv) any Patent Infringement Losses indemnification obligations contained in excess of $10 million in the aggregate that are attributable to periods prior to the Closing Section 10.3 or to periods from and after the Closing but prior to the eighteen-month anniversary of the Closing Date, or (v) up to $50,000 of legal fees and expenses incurred by Deltek in defending or settling any Patent Infringement Claimotherwise.