Common use of Indemnification by Contributors Clause in Contracts

Indemnification by Contributors. (a) The Contributors shall, on a several and not joint basis and in accordance with their respective Pro Rata Percentages, indemnify and hold harmless Acquiror, Acquiror Intermediate Holdco, Acquiror Topco and the Company and each of their respective Affiliates, and each of the officers, directors, shareholders, employees, agents and representatives of the foregoing, and any Person claiming by or through any of them, but excluding the Contributors (each, an “Acquiror Indemnified Party”), against and in respect of any and all claims, costs, expenses, damages, liabilities, losses or deficiencies (including reasonable attorneys’ fees, costs of investigation, defense and settlement and other costs and expenses incident to any suit, action or proceeding) (collectively, “Losses”) arising out of, resulting from, or incurred in connection with the following: (i) any inaccuracy in any representation or the breach of any representation or warranty made by the Company in Article III or in any certificate delivered pursuant hereto; (ii) the breach by the Company or the Contributors Representative of any covenant or agreement to be performed by him or it hereunder; (iii) any Indebtedness (excluding the accrual of up to $75,000 in vacation pay) which is not set forth on Section 3.9 or Section 3.16(a) of the Disclosure Schedules; (iv) any Transaction Expenses not borne by Contributors; (v) any Indemnified Tax; and/or (vi) any claim based on fraud in respect of this Agreement. (b) Each Contributor shall, on a several and not joint basis, indemnify and hold harmless Acquiror Indemnified Parties, against and in respect of any and all Losses arising out of, resulting from, or incurred in connection with: (i) any inaccuracy in any representation or the breach of any warranty made by such Contributor in Article IV or in any certificate delivered pursuant hereto; (ii) the breach by such Contributor or the Contributors Representative of any covenant or agreement to be performed by him, her or it hereunder; and (iii) any claim based on fraud by such Contributor in relation to this Agreement.

Indemnification by Contributors. Except with respect to the matters set forth on Schedule 7.2 (the "Excluded Indemnification Matters"), and subject to the other terms, conditions, and limitations of and set forth in this Article 7: (a) The Contributors shall, on a several and not joint basis and in accordance with their respective Pro Rata Percentages, indemnify and hold harmless Acquiror, Acquiror Intermediate Holdco, Acquiror Topco and the Company and each of their respective Affiliates, and each of the officers, directors, shareholders, employees, agents and representatives of the foregoing, and any Person claiming by or through any of them, but excluding the Contributors (each, an “Acquiror Indemnified Party”), against and in respect of any and all claims, costs, expenses, damages, liabilities, losses or deficiencies (including reasonable attorneys’ fees, costs of investigation, defense and settlement and other costs and expenses incident to any suit, action or proceeding) (collectively, “Losses”) arising out of, resulting from, or incurred in connection with the following: (i) any inaccuracy in any representation or the breach of any representation or warranty made by the Company in Article III or in any certificate delivered pursuant hereto; (ii) the breach by the Company or the Contributors Representative of any covenant or agreement to be performed by him or it hereunder; (iii) any Indebtedness (excluding the accrual of up to $75,000 in vacation pay) which is not set forth on Section 3.9 or Section 3.16(a) of the Disclosure Schedules; (iv) any Transaction Expenses not borne by Contributors; (v) any Indemnified Tax; and/or (vi) any claim based on fraud in respect of this Agreement. (b) Each Contributor shallContributor, on a several and not joint basis, shall indemnify and defend each of ▇▇▇▇▇▇▇, Parent and its Affiliates (including the Company) and their respective directors, officers, employees, consultants, counsel, accountants, and other agents (collectively, "Representatives") (collectively, the "▇▇▇▇▇▇▇ Indemnitees") against, and shall hold each of them harmless Acquiror Indemnified Partiesfrom and against, against and shall pay and reimburse each of them for (via the mechanisms set forth below in respect of Section 7.8), any and all Losses any loss, damage, liability, deficiency, Action, judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys' fees and the cost of enforcing any right to indemnification under this Agreement, "Losses") incurred or sustained by, or imposed upon, the ▇▇▇▇▇▇▇ Indemnitees based upon, arising out of, resulting fromwith respect to, or incurred in connection withby reason of: (i1) any inaccuracy in any representation or the breach of any warranty made of the representations or warranties of the Company contained in (x) Article 2 of this Agreement (as qualified by such Contributor in Article IV the Disclosure Schedule) or in any certificate delivered pursuant hereto(y) the other Transaction Agreements; (ii2) the any breach by such Contributor or the Contributors Representative non-fulfillment of any covenant covenant, agreement, or agreement obligation to be performed by him, her the Company prior to the Closing pursuant to this Agreement or it hereunderthe other Transaction Agreements; andor (iii3) any claim Transaction Expenses of the Company outstanding as of (and not satisfied at) the Closing. (b) Each Contributor, solely as to himself, herself, or itself, on a several and not joint basis, shall indemnify and defend the ▇▇▇▇▇▇▇ Indemnitees against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all any Losses incurred or sustained by, or imposed upon, the ▇▇▇▇▇▇▇ Indemnitees based on fraud upon, arising out of, with respect to, or by reason of: (1) any inaccuracy in or breach of any of the representations or warranties of such Contributor contained in Article 2A of this Agreement (as qualified by the Disclosure Schedule); (2) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by such Contributor in relation pursuant to this Agreement; or (3) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by such Contributor pursuant to the Restrictive Covenant Agreement.