Indemnification by the Equityholders. Subject to the limitations set forth in this Article IX, the Equityholders agree to jointly and severally indemnify and hold harmless Xxxx.xxx, its Affiliates, its Subsidiaries and its and their officers, directors, employees, agents and representatives (the “Xxxx.xxx Indemnified Parties”) against all Damages incurred, sustained or suffered by Xxxx.xxx Indemnified Parties, or any of them, as a result of, arising from, caused by or related to (i) any breach or inaccuracy of a representation or warranty of any Equityholder or the Company contained in this Agreement or in any agreement or certificate delivered by or on behalf of any Equityholder or the Company pursuant to this Agreement as of the date of this Agreement and as of the Closing Date (as if such representation or warranty was made anew at and as of the Closing Date (other than representations or warranties that are specifically made as of a specific date, which shall be true and correct as of such date)) (except to the extent Xxxx.xxx has obtained a recovery for such Damages under Section 1.4), (ii) any failure by any Equityholder to perform or comply (following the Closing) with any covenant applicable to it contained in this Agreement or in any agreement or certificate delivered by or on behalf of any Equityholder in connection with this Agreement and (iii) any third-party claims related to professional services liability of the Company prior to the Closing, including without limitation claims by customers of the Company that the Company’s products or services failed to accurately calculate their tax liability. Notwithstanding anything to the contrary in this Section 9.2(a) or any similar rights to indemnification or contribution the Equityholders have by statute, in the Company’s Formation Documents or by agreement, the Equityholders (including any officer or director) shall not have any right of contribution, indemnification or right of advancement from the Company (following the Closing) or Xxxx.xxx with respect to any Damages claimed by a Xxxx.xxx Indemnified Party that gives rise to an indemnification obligation hereunder.
Indemnification by the Equityholders. From and after the Closing, and subject to the terms of this Agreement, the Equityholders (collectively, the “Equityholder Indemnifying Parties”) shall, severally (on a pro rata basis in accordance with each such Equityholder Indemnifying Party’s Indemnification Percentage) and not jointly, indemnify, defend and hold harmless Purchaser, Surviving Corporation and their Affiliates, equity holders (which, for the avoidance of doubt shall not include any Equityholders) and Representatives (collectively, the “Purchaser Indemnified Parties”) from and against Losses that any Purchaser Indemnified Party actually incurs or suffers resulting from or arising out of any breach or failure to be true and correct of the Company Fundamental Representations.
Indemnification by the Equityholders. The Equityholder hereby agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its officers, directors, stockholders, partners, members, managers, advisors, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, stockholders, partners, members, managers, advisors, agents and employees of any such controlling person, from and against all Losses arising out of or based upon (y) any untrue statement of a material fact contained or incorporated by reference in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made (in the case of any Prospectus) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished by the Equityholder to the Company for use in such Registration Statement, Prospectus or preliminary prospectus or any amendment or supplement thereto or (z) the Equityholder sending or delivering a copy of the Prospectus or any supplement thereto to another party after receiving written notification from the Company that the Prospectus or any such supplement contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. If requested, the Equityholder shall also indemnify selling brokers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Company. The Company shall be entitled to receive indemnities from accountants, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished by such persons for inclusion in any Registration Statement, Prospectus or preliminary prospectus, provided that the failure of the Company to obtain any such indemnity shall not relie...
Indemnification by the Equityholders. Subject to the other terms of this Section 6.3, the Equityholders will, severally but not jointly, in accordance with their Pro Rata Share, defend, indemnify and hold harmless Parent, Merger Subs, the Surviving Company and each of their respective Representatives (collectively, the “Parent Indemnified Parties”), from and against and in respect of any and all losses, liabilities, obligations, claims, actions, damages, judgments, penalties, fines, settlements and expenses, including reasonable attorneys’ fees (collectively, “Losses”), incurred by any of the Parent Indemnified Parties arising out of, based upon or related to (i) any breach or inaccuracy of any representations or warranties made by the Company in this Agreement, (ii) any breach of or failure to comply with any covenant or agreement made by any of the Company in this Agreement, or (iii) any Company Taxes for any Tax period (or portion thereof) ending on or prior to the Closing Date, excluding 50% of any Transfer Taxes incurred in connection with this Agreement or any of the Contemplated Transactions. “Transfer Taxes” shall mean any transfer, documentary, sales, use, stamp, registration and other substantially similar Taxes and fees.
Indemnification by the Equityholders. (a) Subject to the limitations set forth in Section 9.2, from and after the Effective Time, by virtue of the adoption by the Equityholders of this Agreement (regardless of whether or not an Equityholder has actually voted his, her or its Company Equity Interests in favor of adoption of this Agreement), each Equityholder shall severally and not jointly indemnify and hold the Purchaser and its Affiliates (the “Purchaser Indemnified Parties”) harmless from and against all claims, liabilities, obligations, costs, damages, losses and expenses (including reasonable attorneys’ fees and costs of investigation) of any nature (collectively, “Losses”) arising out of or relating to:
Indemnification by the Equityholders. The Equityholders, jointly and severally, shall defend, indemnify and hold harmless each Company, Purchaser, IBP and their respective managers, officers, directors, employees, agents, equityholders, partners, Affiliates and successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against and pay or reimburse the Indemnified Parties for any and all Indemnified Losses resulting from, relating to, or arising directly or indirectly out of:
Indemnification by the Equityholders. Subject to Sections 5.1 and 5.5, each of the Equityholders severally, but not jointly, shall indemnify and hold Purchaser, the Company, the Surviving Corporation and their respective directors, officers, employees, Affiliates, stockholders, members, partners, agents, attorneys, representatives, successors and assigns (collectively, “Purchaser Indemnified Parties”) harmless from and against, and to pay to the applicable Purchaser Indemnified Parties, the amount of any and all losses, liabilities, obligations, deficiencies, judgments, damages, interest, fines, assessments, costs and expenses (including reasonable costs of investigation and defense and reasonable attorneys’ fees) (individually, a “Loss” and, collectively, “Losses”) incurred by such Purchaser Indemnified Party arising out of or resulting from:
Indemnification by the Equityholders. The Equityholders, severally ------------------------------------ and not jointly, in accordance with their respective common equity percentage interests as set forth on Exhibit A, Exhibit B and Exhibit C agree subsequent to --------- --------- --------- the Closing to indemnify and hold the Buyer Indemnified Parties harmless from and against any damages, liabilities, losses, Taxes, fines, penalties, costs and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the following matters:
Indemnification by the Equityholders. Subject to Sections 5.1 and 5.4 hereof, each of the Equityholders severally, but not jointly, hereby agrees to indemnify, defend and hold harmless the Purchaser, its Affiliates and their respective directors, managers, officers, employees, stockholders, members, partners, agents, attorneys, representatives, successors and assigns (collectively, “Purchaser Indemnified Parties” and each an “Purchaser Indemnified Party”) from and against, and to pay to the applicable Purchaser Indemnified Parties as incurred, the amount of any and all losses, liabilities, claims, obligations, Taxes, deficiencies, demands, judgments, damages, interest, fines, claims, suits, actions, causes of action, assessments, costs and expenses (including reasonable costs of investigation and defense and reasonable attorneys’ and other professionals’ fees), whether or not involving a third party claim, incurred or asserted against such Purchaser Indemnified Party (individually, a “Loss,” and collectively, “Losses”) based upon, arising out of, relating to or resulting from:
Indemnification by the Equityholders. (a) Subject to the other terms and conditions of this Agreement, the Equityholders shall, jointly and severally, indemnify, defend and hold harmless Parent, MergerCo and, effective at the Closing, without duplication, the Surviving Company and their respective officers, directors and members of their boards or representatives (each a “Parent/MergerCo Indemnified Party”) to the extent of any Losses asserted against, imposed upon or incurred or sustained by any of the Parent/MergerCo Indemnified Parties, as the same are incurred, arising out of, relating to, resulting from, or in whole or in part sustained in connection with:
