Common use of Indemnification by Listco Clause in Contracts

Indemnification by Listco. Subject to the other terms and conditions of this Section 8.03, ListCo shall indemnify and defend each of the Company Shareholders, their Affiliates and their respective Representatives (collectively, the “Company Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, them based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of ListCo contained in this Agreement or in any certificate or instrument delivered by or on behalf of ListCo pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (ii) any breach or non-fulfilment of any covenant, agreement or obligation to be performed by ListCo pursuant to this Agreement.

Indemnification by Listco. Subject to the other terms and conditions of this Section 8.037.03, ListCo shall indemnify and defend the Company and each of the Company ShareholdersStockholders, their Affiliates and their respective Representatives (collectively, the “Company Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, them the Company based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of ListCo or Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of ListCo or Merger Sub pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (ii) any breach or non-fulfilment of any covenant, agreement or obligation to be performed by ListCo or Merger Sub pursuant to this Agreement.