Common use of By the Stockholders Clause in Contracts

By the Stockholders. Subject to the limitations set forth in this Article IX, from and after the Closing, by virtue of the Merger, the Stockholders shall jointly and severally, to the extent of their interest in the Holdback and not personally, indemnify and hold harmless Buyer, the Merger Subsidiary, the Company and the Surviving Corporation and its directors, officers and agents (each of the foregoing being referred to individually as an “Indemnified Buyer Party” and collectively as “Indemnified Buyer Parties”) from and against any and all Losses, Liabilities, damages, costs and expenses, including reasonable costs of investigation and defense, reasonable legal fees and expenses and other professionals’ and experts’ reasonable fees and reasonable expenses (collectively, “Damages”) arising from assessments, claims, demands, assertions of liability or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) directly or indirectly incurred, paid or accrued in connection with, resulting from or arising out of (i) any breach of any representation or warranty made by the Company and/or any of the Stockholders in this Agreement (and the Schedules and Exhibits to this Agreement), (ii) any breach of or default in connection with any of the covenants or agreements made by the Company and/or any Stockholders in this Agreement, (iii) any of the matters set forth on Schedule 3.5 of the Company Disclosure Letter, (iv) any Liability of the Business not set forth on the Company Balance Sheet, (v) any suit, action, claim or Loss by any holder of any Options, and/or (vi) any suit, action, proceeding, claim or Loss resulting from an action initiated by any State of the United States of America for unpaid sales tax on all software license, service and maintenance sells conducted by the Company prior to the Closing.

By the Stockholders. Subject to the limitations set forth in this Article IX, from and after the Closing, by virtue of the Merger, the The Stockholders shall will jointly and severally, to the extent of their interest in the Holdback and not personally, indemnify and hold harmless Buyerthe Company, the Merger Subsidiary, the Company and the Surviving Corporation and each of its directors, officers and agents (each of its officers who signed the foregoing being referred to individually as an Registration Statements and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (a “Indemnified Buyer Party” and collectively as “Indemnified Buyer PartiesControl Person”) from and ), against any and all Losseslosses, Liabilitiesclaims, damages, costs and expensesliabilities or expenses to which the Company, any of its directors, any of its officers who signed the Registration Statements or Control Person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including reasonable costs in settlement of investigation and defenseany litigation, reasonable legal fees and expenses and other professionals’ and experts’ reasonable fees and reasonable expenses (collectivelybut only if such settlement is effected with the written consent of the affected Stockholders, “Damages”which consent shall not be unreasonably withheld, conditioned or delayed) arising from assessmentsinsofar as such losses, claims, demandsdamages, assertions of liability liabilities or actual expenses (or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigativeactions in respect thereof as contemplated below) directly or indirectly incurred, paid or accrued in connection with, resulting from or arising arise out of (i) or are based upon any breach untrue or alleged untrue statement of any representation material fact contained in the Registration Statements or warranty that arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the Registration Statements not misleading in the light of the circumstances under which they were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made by in reliance upon and in conformity with written information furnished to the Company and/or by or on behalf of any of the Stockholders in this Agreement (expressly for use therein; and the Schedules Stockholders will promptly reimburse the parties entitled to indemnification under this subsection for any legal and Exhibits to this Agreement), (ii) any breach of or default other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any of the covenants such loss, claim, damage, liability, expense or agreements made by the Company and/or any Stockholders in this Agreement, (iii) any of the matters set forth on Schedule 3.5 of the Company Disclosure Letter, (iv) any Liability of the Business not set forth on the Company Balance Sheet, (v) any suit, action, claim or Loss by any holder of any Options, and/or (vi) any suit, action, proceeding, claim or Loss resulting from an action initiated by any State of the United States of America for unpaid sales tax on all software license, service and maintenance sells conducted by the Company prior to the Closing.

By the Stockholders. Subject to the limitations set forth in this Article IX, from and after the Closing, by virtue of the Merger, the Stockholders shall jointly and severally, to the extent of their interest in the Holdback and not personally, severally indemnify and hold harmless Buyer, the Merger Subsidiary, the Company and the Surviving Corporation and its directors, officers and agents (each of the foregoing being referred to individually as an “Indemnified Buyer Party” and collectively as “Indemnified Buyer Parties”) from and against any and all Losses, Liabilities, damages, costs and expenses, including reasonable costs of investigation and defense, reasonable legal fees and expenses and other professionals’ and experts’ reasonable fees and reasonable expenses (collectively, “Damages”) arising from assessments, claims, demands, assertions of liability or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) directly or indirectly incurred, paid or accrued in connection with, resulting from or arising out of (i) any breach of any representation or warranty made by the Company and/or any of the Stockholders in this Agreement (and the Schedules and Exhibits to this Agreement), (ii) any breach of or default in connection with any of the covenants or agreements made by the Company and/or any Stockholders in this Agreement, (iii) any of the matters set forth on Schedule 3.5 of the Company Disclosure Letter, (iv) any Liability of the Business not set forth on the Company Balance SheetSheet or the Closing Balance Sheet (provided that such Liability was required by GAAP to be set forth thereon) or the Company Disclosure Letter, and/or (v) any suit, action, action or claim or Loss by any holder of any Options, Options and/or any beneficiary of any outstanding Compensation Arrangement granted before the Closing; and/or (vi) any suit, action, proceeding, claim or Loss resulting from an action initiated by any State Tax Liabilities of the United States Company and/or any of America for unpaid sales tax on all software license, service and maintenance sells conducted by its Subsidiaries arising from either the operation of the Company (or any such Subsidiary) or any action or omission of any Stockholder prior to the ClosingEffective Time; and/or (vii) any penalties and/or interest incurred as a result of, arising from, or relating to, the Company’s lack of support and/or documentation associated with the Company’s transfer pricing prior to the Effective Time.

By the Stockholders. Subject to the limitations set forth in this Article IX, from and after the Closing, by virtue (i) Each of the Merger, the Stockholders shall jointly and severally, to the extent of their interest severally (on a PRO RATA basis as provided in the Holdback and Escrow Agreement), but not personallyjointly, agrees to indemnify and hold harmless Buyer, the Merger Subsidiary, the Company and the Surviving Corporation Purchaser and its directors, officers and agents (each of the foregoing being referred to individually as an “Indemnified Buyer Party” and collectively as “Indemnified Buyer Parties”) Affiliates harmless from and against any and all Losses, Liabilities, damages, costs and expenses, including reasonable costs of investigation and defense, reasonable legal fees and expenses and other professionals’ and experts’ reasonable fees and reasonable expenses (collectively, “Damages”) arising from assessmentslosses, claims, demands, assertions liabilities, obligations, damages, deficiencies, assessments, judgments, payments, penalties, costs and expenses (including without limitation reasonable attorneys' fees, any amounts paid in investigation, defense or settlement of liability or actual or threatened actionsany of the foregoing and interest) (herein, suits or proceedings (whether civil, criminal, administrative or investigative"DAMAGES") directly or indirectly incurred, paid or accrued incurred in connection with, arising out of, resulting from or arising out of incident to, (iA) any breach of any representation or warranty (as updated pursuant to Section 15 hereof and as in effect on the Closing Date) made by the Company and/or any of and the Stockholders in this Agreement (other than the representations and the Schedules and Exhibits to this Agreementwarranties made in Section 4(a) hereof), (iiB) any breach of any covenant or default in connection with any of the covenants or agreements agreement made by the Company and/or any and the Stockholders in this Agreement, (iiiC) any liability or obligation which the Company or its Subsidiaries pays or becomes obligated to pay after December 31, 1996 and prior to twelve months after the Closing Date in respect of costs of defense, settlement or resolution of any litigation matter which has been disclosed on Schedule 3(p) to this Agreement, to the extent, and only to the extent, that such costs in the aggregate, after giving credit for any insurance recoveries to which the Company or the Subsidiaries is entitled, exceeds the aggregate amount of the Company's reserves therefor on the Balance Sheet, or (D) any Pre-Agreement Disclosure Matter (as hereinafter defined). The parties hereby acknowledge and agree that after the Closing Date recourse against the Escrowed Shares constitutes the sole remedy, at law or in equity, that Purchaser may have against the Stockholders, and that the Escrowed Shares shall be Purchaser's exclusive method of receiving indemnification from the Stockholders, pursuant to this Section 12(a)(i). Notwithstanding the foregoing, Purchaser may not receive any of the matters set forth Escrowed Shares in connection with Damages arising from breaches or inaccuracies pursuant to this Section 12(a)(i) unless the aggregate of such Damages indemnified against shall exceed $10 million, in which event such indemnification shall be effective with respect to all Damages in excess of such amount, and shall be limited to the Escrowed Shares. For purposes of determining the Stockholders' indemnification obligations pursuant to this Section 12(a)(i), each representation and warranty stated in Sections 3 and 4 hereof shall be deemed to exclude any materiality standard, materiality exception and materiality qualification stated therein. The parties acknowledge that the limitations on Schedule 3.5 liability of the Company Disclosure Letter, (ivStockholders in this Section 12(a)(i) any Liability of the Business not set forth on the Company Balance Sheet, (v) any suit, action, claim or Loss by any holder of any Options, and/or (vi) any suit, action, proceeding, claim or Loss resulting from contained were an action initiated by any State of the United States of America for unpaid sales tax on all software license, service and maintenance sells conducted by the Company prior essential inducement to the ClosingStockholders to cause them to enter into and perform this Agreement, and without which they would not have done so.

By the Stockholders. Subject to the limitations set forth in this Article IXprovisions of Section 8.1 relating to the survival of representations and warranties, from and after the Closing, by virtue of the Merger, the Stockholders shall jointly and severallyseverally indemnify, to the extent of their interest in the Holdback and not personally, indemnify defend and hold harmless BuyerParent, the Merger Subsidiaryits Affiliates, the Company and the Surviving Corporation and its their respective officers, directors, officers employees, stockholders, members, partners, agents, representatives, successors and agents assigns (each of the foregoing being referred to individually as an collectively, “Indemnified Buyer Party” and collectively as “Indemnified Buyer PartiesParent Indemnitees”) from and against any and all Lossesclaims, losses, Liabilities, Taxes, damages, deficiencies, interest and penalties, costs and expenses, including reasonable costs of investigation and including, without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable legal fees attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of investigation, and other professionals’ the costs and experts’ reasonable fees expenses of enforcing the indemnification provided hereunder (hereafter individually a “Loss” and reasonable expenses (collectively, collectively “DamagesLosses”) arising from assessments, claims, demands, assertions of liability or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) directly or indirectly incurred, paid or accrued in connection with, resulting from or incurred by any Parent Indemnitees arising out of or relating to: (i) any breach of any representation or warranty made by the Company and/or Stockholders or any of the Stockholders Group Companies in this Agreement or any Ancillary Document (and the Schedules and Exhibits to without regard, for purposes of this Agreementclause (i), to any qualifications as to materiality or Material Adverse Effect (or any correlative terms), other than with respect to the first sentence of Section 3.7 and where “material” is used for the purpose of listing and referring to Material Contracts); (ii) any breach of any covenant or default agreement of the Stockholders’ Representative or the Stockholders, or any of the Group Companies to the extent required to be performed or complied with by any of the Group Companies prior to the Closing, contained in this Agreement or any Ancillary Document; (iii) any Transaction Expenses of the Company or Indebtedness of the Group Companies to the extent not paid, satisfied, and discharged prior to the Closing; (iv) any Pre-Closing Taxes; (v) any claim by any Person with respect to acts, actions or activities of the Company or their respective officers or directors prior to the Closing in connection with the Contemplated Transactions; (vi) any amount payable to a holder of Dissenting Shares under applicable Law or in connection with any claim of the covenants any holder (or agreements made by the Company and/or any Stockholders in this Agreementalleged holder) of Capital Stock, options, or warrants involving or related to his, her or its rights or status (iiior alleged rights or status) any of the matters set forth on Schedule 3.5 of the Company Disclosure Letter, (iv) any Liability of the Business not set forth on the Company Balance Sheet, (v) any suit, action, claim or Loss by any as a holder of any OptionsCapital Stock, and/or (vi) any suitoptions, action, proceeding, claim warrants or Loss resulting from an action initiated by any State of the United States of America for unpaid sales tax on all software license, service and maintenance sells conducted by other ownership rights in the Company during the period prior to the Closing, in each case, in excess of the Merger Consideration to which such holder is entitled to receive pursuant to Section 2.5; (vii) any claim resulting from any inaccuracies in the Allocation Statement or otherwise alleging that a Person was due amounts other than as set forth in the Allocation Statement; (viii) any Loss or Losses related or in any way connected to the Pending Litigation Matter (including, without limitation, any attorneys’ fees and costs, approved settlement amount, costs incurred in connection with the pending arbitration and any appeals exercised therefrom to the extent not recovered as paid PLM Costs pursuant to Section 5.16(b)); (ix) any Loss or Losses related to or arising out of or in any way connected to a dispute with Dewei or any of its Affiliates; (x) any Loss or Losses related to or arising out of the termination, amendment, modification of a Government Contract or Government Bid (including any penalties assessed by a Governmental Authority) as a result of the consummation of the transactions contemplated hereby; (xi) any Loss or Losses related to the handling or mishandling of “controlled unclassified information” and “covered defense information” as those terms are defined in the Defense FAR Supplement, and “sensitive but unclassified” information as that term is defined in the NASA FAR Supplement; (xii) any Loss or Losses related to the Chinese ownership of the Group Companies in violation of any Law or contract term; (xiii) any Loss or Losses related to, arising out of or in any way in connection with any Group Company’s non-compliance with International Trade Laws and Regulations and the post-Closing cost of bringing any Group Company into compliance with International Trade Laws and Regulations, including payments of any civil penalties or other amounts due and owing to a Governmental Authority whether as a result of good-faith disclosures made by Parent and/or the Surviving Corporation or otherwise; and/or (xiv) any Loss or Losses related to, arising out of or in any way in connection with the decision by the Group Companies not to notify the Committee on Foreign Investment in the United States (“CFIUS”) of a foreign investment transaction involving the Group Companies and falling within the jurisdiction of CFIUS pursuant to CFIUS Laws and Regulations and the post-Closing cost of addressing any action by CFIUS to impose mitigation measures related to any non-notified transaction.

By the Stockholders. Subject to the limitations set forth in this Article IX, from and after Following the Closing, by virtue each of the MergerStockholders, the Stockholders shall jointly and severally, to the extent of their interest in the Holdback severally and not personallyjointly (in accordance with the second paragraph of this Section 7.2(a)), indemnify shall indemnify, save and hold harmless BuyerParent and each of its Affiliates (including, following the Merger SubsidiaryClosing, the Company and the Surviving Corporation and its directorsSubsidiaries), officers and agents (each of their respective representatives (collectively, the foregoing being referred to individually as an “Indemnified Buyer Party” and collectively as “Indemnified Buyer PartiesParent Indemnitees”) ), from and against any and all Losses, Liabilities, damages, costs and expenses, including reasonable costs of investigation and defense, reasonable legal fees and expenses and other professionals’ and experts’ reasonable fees and reasonable expenses (collectively, “Damages”) arising from assessments, claims, demands, assertions of liability or actual or threatened actions, suits or proceedings (whether civil, criminal, administrative or investigative) directly or indirectly incurred, paid or accrued Losses incurred in connection with, arising out of, resulting from or arising out of attributable to (i) any breach or inaccuracy of any representation or warranty made by the Company and/or in Article IV or any of the Stockholders certificate delivered in connection with this Agreement (in each case, without giving effect to materiality or “Company Material Adverse Effect” qualifications for purposes of determining whether there is a breach or inaccuracy and with respect to the Schedules and Exhibits calculation of the amount of Losses incurred by a Parent Indemnitee, except that this parenthetical shall not apply with respect to this Agreementdetermining whether there is a breach of or inaccuracy in clause (b) of Section 4.8 or references to “Material Contracts”), ; (ii) any breach of any covenant or default in connection with any of the covenants or agreements agreement made by the Company and/or any Stockholders in this Agreement, Agreement and required to be performed prior to the Closing; (iiiiii)(A) any of claim or allegation by any Company Equityholder that the matters consideration set forth on in the Closing Consideration Schedule 3.5 with respect to such Company Equityholder was calculated in a manner inconsistent with this Agreement or the Amended and Restated Certificate of the Company Disclosure Letter, Incorporation or (B) any Excess Dissenting Share Payments; (iv) any Liability Transaction Expenses that are unpaid as of the Business not set forth on the Company Balance Sheet, Closing; (v) any suit, action, claim or Loss by any holder of any Options, and/or Indemnified Taxes; and (vi) any suit, action, proceeding, claim or Loss resulting from an action initiated by any State of the United States of America for unpaid sales tax on all software license, service and maintenance sells conducted Fraud by the Company prior in connection with this Agreement. For purposes of clarifying the meaning of “several” indemnification by each Stockholder under this Section 7.2(a), (x) any portion of the Indemnity Escrow Funds that are distributed to a Parent Indemnitee pursuant to this Article VII shall be deemed to have been “severally” recovered from all of the Stockholders and (y) any other recovery against the Stockholders permitted by this Article VII shall be made in accordance with their respective Pro Rata Indemnity Portions. For the avoidance of doubt, the Equityholder Representative shall represent the Stockholders with respect to all matters pursuant to this Article VII as provided in Section 10.19 (and any notice requirement with respect to any notice required to be provided under this Article VII by an Indemnified Party shall be deemed satisfied if such notice is delivered to the ClosingEquityholder Representative).

By the Stockholders. Subject In connection with any registration statement in which a Stockholder is participating, that Stockholder will furnish to the limitations set forth Company in this Article IXwriting such information as the Company reasonably requests for use in connection with any such registration statement, from and after the Closingpreliminary prospectus or prospectus, by virtue of the Merger, the Stockholders shall jointly and severallyor any amendment or supplement thereto and, to the extent of their interest in the Holdback and not personallypermitted by law, will indemnify and hold harmless Buyer, the Merger Subsidiary, the Company and the Surviving Corporation each other Stockholder and its directors, officers managers, officers, employees, members, shareholders and agents each Person who controls the Company and each Stockholder (each within the meaning of the foregoing being referred to individually as an “Indemnified Buyer Party” and collectively as “Indemnified Buyer Parties”Securities Act) from and against any and all Losseslosses, Liabilitiesclaims, damages, costs liabilities and expensesexpenses (including, including reasonable costs of investigation and defensebut not limited to, reasonable legal fees and expenses and other professionalsattorneys’ and experts’ reasonable fees and reasonable expenses (collectivelyfees) to which the Company or any Stockholder or any such director, “Damages”) arising from assessmentsmanager, officer, employee, shareholder or controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, demandsdamages or liabilities (or actions or proceedings, assertions of liability whether commenced or actual or threatened actionsthreatened, suits or proceedings (whether civil, criminal, administrative or investigativein respect thereof) directly or indirectly incurred, paid or accrued in connection with, resulting from or arising arise out of or are based upon (i) any breach untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any representation amendment thereof or warranty made by the Company and/or supplement thereto or in any of the Stockholders in this Agreement (and the Schedules and Exhibits to this Agreement), application or (ii) any breach omission or alleged omission of a material fact required to be stated therein or default necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by that Stockholder expressly for use therein, and that Stockholder will reimburse the Company and each such director, manager, officer, employee, shareholder and controlling Person for any legal or any other expenses incurred by them in connection with investigating or defending any of such loss, claim, liability, action or proceeding; provided, however, that the covenants or agreements made by Stockholder shall not be liable in any such case to the Company and/or any Stockholders in this Agreementextent that, (iii) any of the matters set forth on Schedule 3.5 of the Company Disclosure Letter, (iv) any Liability of the Business not set forth on the Company Balance Sheet, (v) any suit, action, claim or Loss by any holder of any Options, and/or (vi) any suit, action, proceeding, claim or Loss resulting from an action initiated by any State of the United States of America for unpaid sales tax on all software license, service and maintenance sells conducted by the Company prior to the Closingfiling of any such registration statement or prospectus or amendment thereof or supplement thereto, the Stockholder has furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto that corrected or made not misleading information previously furnished to the Company.