Common use of Indemnification by Stockholders Clause in Contracts

Indemnification by Stockholders. (a) From and after the Effective Time (but subject to Sections 9.1(a) and 9.2(b)), the stockholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 1.5 (the "Indemnitors"), severally but not jointly, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse (through the Escrow Shares or otherwise) each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 made as of the date of this Agreement (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing, except to the extent such update(s) disclose matters, either individually or in the aggregate, which relate to the representations and warranties of the Company set forth in Sections 2.3, 2.4, 2.9, 2.14 or 2.19 and which impact the value of the Acquired Corporations, taken as a whole, by an amount which equals or exceeds $250,000); (ii) any inaccuracy in or breach of any representation or warranty set forth in the Company Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (iii) any breach of any covenant or obligation of each of Acquired Corporations (including the covenants set forth in Sections 3 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)", "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9).

Indemnification by Stockholders. Subject to Section 8.5, the Stockholders (apro rata based on a Stockholder’s Percentage Interest) From agree to indemnify, defend and after hold harmless Parent, its directors, officers, employees, agents, advisors and Affiliates (collectively, the Effective Time (but subject to Sections 9.1(a) and 9.2(b)“Parent Indemnitees”), the stockholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 1.5 (the "Indemnitors"), severally but not jointly, shall hold harmless and indemnify each of the Indemnitees from and against any and all Damages asserted against, and shall compensate and reimburse (through the Escrow Shares or otherwise) each of the Indemnitees forrelating to, any Damages which are directly or indirectly imposed upon, suffered or incurred by Parent Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 8.2 by reason of or resulting from (a) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, (b) any nonfulfillment of any covenant, agreement or undertaking of the Indemnitees Company in any part of this Agreement, (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which any of utilized the Indemnitees may otherwise become subject (Product, regardless of whether such claim arises out of or not such Damages relate to any third-party claim) and which arise from or as constitutes a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation representation, warranty or warranty set forth covenant in Section 2 made as of the date of this Agreement Agreement, (without giving effect to d) any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing, except to the extent such update(s) disclose matters, either individually or in the aggregate, which relate to the representations and warranties Liabilities for Taxes of the Company set forth or any respective predecessor in Sections 2.3interest with respect to any tax period or portion thereof ending on or before the Closing Date, 2.4, 2.9, 2.14 regardless of whether such Liabilities for Taxes arise out of or 2.19 and which impact the value of the Acquired Corporations, taken as constitute a whole, by an amount which equals or exceeds $250,000); (ii) any inaccuracy in or breach of any representation, warranty or covenant in this Agreement, (e) any payments made to Dissenting Stockholders pursuant to the DGCL in excess of the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and 1.10(d); and (g) any claim that the conduct of the Company’s business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation or and warranty set forth in the Company Closing Certificate first sentence of Section 2.20(g) (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (iii) any breach of any covenant or obligation of each of Acquired Corporations (including the covenants above shall be referred to herein as the “Stockholders’ Indemnification Liability”). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in Sections 3 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach this Section 8.2 shall be the obligations of the type referred to in clause "(i)", "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for Company and not the purpose of enforcing any of its rights under this Section 9)Stockholders.

Indemnification by Stockholders. (a) From Each Stockholder and its successors and assigns, jointly and severally, shall indemnify and defend the Parent Indemnified Parties and hold them harmless from and against any and all Losses of or against the Parent Indemnified Parties after the Effective Time (but subject Closing to Sections 9.1(a) and 9.2(b)), the stockholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 1.5 (the "Indemnitors"), severally but not jointly, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse (through the Escrow Shares or otherwise) each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise extent resulting from or as a result of, or are directly or indirectly connected with: arising out of (i) any inaccuracy in breach as of the date hereof or breach as of the Closing Date of any representation or warranty set forth made by the Company, any Company Subsidiary or any Stockholder in Section 2 made as the Transaction Documents, (ii) any breach or non-fulfillment of any agreement or covenant of the date of this Agreement (without giving effect to any "Material Adverse Effect" or other materiality qualification Company or any similar qualification Company Subsidiary contained in the Transaction Documents which are to be performed prior to Closing, (iii) any breach or incorporated directly non-fulfillment of any agreement or indirectly covenant of the Stockholders contained in such representation or warrantythe Transaction Documents which are to be performed after the Closing, but with giving effect to (iv) any update inaccuracy in the Estimated Statement that is not adjusted through the reconciliation to the Disclosure Schedule delivered by Final Statement pursuant to Section 2.4, (v) the amount of any Company Transaction Expenses not taken into account in determining Merger Consideration pursuant to Parent Section 2.1(a), (vi) Pre-Closing Taxes except to the extent previously paid or reimbursed pursuant to Article 10, (vii) any suit or Proceeding relating to actions or failures to act that occurred prior to the Closing, except to the extent such update(sand (viii) disclose matters, either individually or amounts paid holders of Dissenting Shares in the aggregate, which relate to the representations and warranties excess of the Company set forth in Sections 2.3, 2.4, 2.9, 2.14 or 2.19 and which impact the value portion of the Acquired Corporations, taken Final Merger Consideration applicable to such holders of Dissenting Shares (determined as a whole, by an amount which equals or exceeds $250,000); (ii) any inaccuracy in or breach of any representation or warranty set forth in the Company Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in if such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (iii) any breach of any covenant or obligation of each of Acquired Corporations (including the covenants set forth in Sections 3 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)", "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9holders did not hold Dissenting Shares).

Indemnification by Stockholders. (a) From and after the Effective Time (but subject Subject to Sections 9.1(a) and 9.2(b))Section 9.5, the stockholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 1.5 (the "Indemnitors")Stockholders, severally but and not jointly, shall agree to indemnify, defend and hold harmless Parent, its directors, officers, employees, agents and indemnify each of the Indemnitees Affiliates, from and against any and all Damages asserted against, and shall compensate and reimburse (through the Escrow Shares or otherwise) each of the Indemnitees forrelating to, any Damages which are directly or indirectly imposed upon, suffered or incurred by Parent, Merger Subsidiary, its officers, directors, employees, agents and Affiliates, in connection with enforcing their indemnification rights pursuant to this Section 9.2 by reason of or resulting from (a) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, (b) any non-fulfillment of any covenant, agreement or undertaking of the Indemnitees or to which Company in any part of this Agreement, (c) any Liabilities for any Taxes of the Indemnitees may otherwise become subject (Company, the Subsidiaries or any respective predecessor in interest with respect to any tax period or portion thereof ending on or before the Closing Date, regardless of whether such Liabilities for Taxes arise out of or not such Damages relate to any third-party claim) and which arise from or as constitute a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation representation, warranty or warranty set forth covenant in Section 2 this Agreement, but only to the extent any such Liabilities for Taxes exceeds any reserve for such Taxes specifically established in the Latest Balance Sheet, (d) one half of any payments made as with respect to Dissenting Shares pursuant to the DGCL in excess of the date Merger Consideration per share of this Agreement Company Capital Stock held by holders of Dissenting Shares, (without giving effect to e) any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered failure by the Company to Parent prior to fulfill its obligations under Section 5.26 (Company Options), (f) any dispute, claim or disagreement by and among the ClosingStockholder Representative and the Stockholders, except to and (g) the extent such update(s) disclose matters, either individually or in the aggregate, which relate to the representations and warranties failure of the Company set forth to obtain assignments from inventors as disclosed in Sections 2.3, 2.4, 2.9, 2.14 or 2.19 and which impact the value Section 3.24 of the Acquired Corporations, taken as a whole, by an amount which equals or exceeds $250,000); (ii) any inaccuracy in or breach of any representation or warranty set forth in the Company Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (iii) any breach of any covenant or obligation of each of Acquired Corporations (including the covenants set forth in Sections 3 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)", "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9)Schedule.

Indemnification by Stockholders. (a) From and after the Effective Time (but subject to Sections 9.1(a) and 9.2(b)), the stockholders of the Company who shall have received, or shall be entitled to receive, Parent Common Stock pursuant to Section 1.5 (the "Indemnitors"), severally but not jointly, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse (through the Escrow Shares or otherwise) each of the Indemnitees for, such Indemnitor's Pro Rata Allocation of any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Section 2 made as of the date of this Agreement (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing, except to the extent such update(s) disclose matters, either individually or in the aggregate, which relate to the representations and warranties of the Company set forth in Sections 2.3, 2.4, 2.9, 2.10, 2.14 or 2.19 and which impact the value of the Acquired Corporations, taken as a whole, by an amount which equals or exceeds $250,000); (ii) any inaccuracy in or breach of any representation or warranty set forth in the Company Closing Certificate (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (iii) any breach of any covenant or obligation of each of Acquired Corporations (including the covenants set forth in Sections 3 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clause "(i)", "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any of its rights under this Section 9).

Indemnification by Stockholders. (a) From and after the Effective Time (but subject Subject to Sections 9.1(a) and 9.2(b))Section 8.5, the stockholders of the Company who shall have receivedStockholders (pro rata based on a Stockholder's Percentage Interest) agree to indemnify, or shall be entitled to receivedefend and hold harmless Parent, Parent Common Stock pursuant to Section 1.5 its directors, officers, employees, agents, advisors and Affiliates (collectively, the "IndemnitorsParent Indemnitees"), severally but not jointly, shall hold harmless and indemnify each of the Indemnitees from and against any and all Damages asserted against, and shall compensate and reimburse (through the Escrow Shares or otherwise) each of the Indemnitees forrelating to, any Damages which are directly or indirectly imposed upon, suffered or incurred by Parent Indemnitees in connection with enforcing their indemnification rights pursuant to this Section 8.2 by reason of or resulting from (a) any untrue representation of, or breach of warranty by, the Company in any part of this Agreement, (b) any nonfulfillment of any covenant, agreement or undertaking of the Indemnitees Company in any part of this Agreement, (c) any third party claim relating to the Company, whether presently in existence or arising hereafter, arising from or related to any medical procedure performed on or before the Closing Date which any of utilized the Indemnitees may otherwise become subject (Product, regardless of whether such claim arises out of or not such Damages relate to any third-party claim) and which arise from or as constitutes a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach of any representation representation, warranty or warranty set forth covenant in Section 2 made as of the date of this Agreement Agreement, (without giving effect to d) any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing, except to the extent such update(s) disclose matters, either individually or in the aggregate, which relate to the representations and warranties Liabilities for Taxes of the Company set forth or any respective predecessor in Sections 2.3interest with respect to any tax period or portion thereof ending on or before the Closing Date, 2.4, 2.9, 2.14 regardless of whether such Liabilities for Taxes arise out of or 2.19 and which impact the value of the Acquired Corporations, taken as constitute a whole, by an amount which equals or exceeds $250,000); (ii) any inaccuracy in or breach of any representation, warranty or covenant in this Agreement, (e) any payments made to Dissenting Stockholders pursuant to the DGCL in excess of the Merger Consideration per share of Company Common Stock or Company Preferred Stock held by Dissenting Stockholders, (f) any negative Purchase Price Adjustment that has not been paid pursuant to Section 1.8(b) and 1.10(d); and (g) any claim that the conduct of the Company's business on or before the Closing Date infringed, misappropriated or conflicted with any intellectual property right of any other Person, regardless of whether such claim arises out of or constitutes a breach of the representation or and warranty set forth in the Company Closing Certificate first sentence of Section 2.20(g) (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, but with giving effect to any update to the Disclosure Schedule delivered by the Company to Parent prior to the Closing); (iii) any breach of any covenant or obligation of each of Acquired Corporations (including the covenants above shall be referred to herein as the "Stockholders' Indemnification Liability"). Notwithstanding the foregoing, if the Closing does not occur, indemnification obligations set forth in Sections 3 and 5); or (iv) any Legal Proceeding relating to any inaccuracy or breach this Section 8.2 shall be the obligations of the type referred to in clause "(i)", "(ii)" or "(iii)" above (including any Legal Proceeding commenced by any Indemnitee for Company and not the purpose of enforcing any of its rights under this Section 9)Stockholders.