Common use of By the Stockholders Clause in Contracts

By the Stockholders. From and after the Closing Date, the Stockholders, shall jointly and severally indemnify and hold harmless the Buyer and (if any) its successors and assigns, officers, directors, employees, stockholders, agents, Affiliates and any person who controls any of such persons within the meaning of the Securities Act (each, an “Indemnified Buyer Party”) from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable attorneys’, consultants’ and other professional fees and disbursements, nature and description incurred by such Indemnified Buyer Party in connection therewith) (collectively, “Damages”) that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise out of or relate to: (a) any breach of any of the respective representations, warranties, covenants or agreements of the Company or any Stockholder; (b) any taxes of the Company with respect to any tax period or partial period ending on or before the Closing Date (or for any tax period or partial period beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date) and (c) for any undisclosed Liabilities of the Business not set forth on Schedule 4.9(a) hereto.