Common use of Indemnification Etc Clause in Contracts

Indemnification Etc. 27 9.1 Survival of Representations, Warranties and Covenants 27 9.2 Indemnification by the Selling Stockholders 28 9.3 Indemnification by Netivation 28 9.4 Minimum Claim Against the Selling Stockholders 29 9.5 Minimum Claim Against Netivation 29 9.6 Defense of Third Party Claims 29 9.7 Indemnity Reserve 30 9.8 Exclusive Remedy 30 SECTION 10 - MISCELLANEOUS PROVISIONS 30 10.1 Selling Stockholders' Agent 30 10.2 Further Assurances 32 10.3 Fees and Expenses 32 10.4 Attorneys' Fees 32 10.5 Notices 33 10.6 Headings 33 10.7 Counterparts 34 10.8 Governing Law 34 10.9 Successors and Assigns 34 10.10 Remedies Cumulative; Specific Performance 34 10.11 Waiver 34 10.12 Amendments 35 10.13 Time of the Essence 35 10.14 Severability 35 10.15 Parties in Interest 35 10.16 Entire Agreement 35 10.17 Construction 35 EXHIBITS Exhibit A - Selling Stockholders Exhibit B - Certain Definitions Exhibit C - Director and Officer of Surviving Corporation Exhibit D - Allocation of Merger Consideration Exhibit E - Form of Legal Opinion Exhibit F - Form of Employment and Noncompetition Agreement Exhibit G - Form of Escrow Agreement Exhibit H - Form of Prospective Offeree Questionnaire Exhibit I - Form of Lock-Up Agreement AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of May 3, 2000, by and among: ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation ("Netivation"), ▇▇▇▇▇▇▇▇▇▇.▇▇▇ MERGER THREE CORP., a Delaware corporation and a wholly-owned subsidiary of Netivation ("Merger Sub"), PINNACLE MEDSOURCE, INC., a Georgia corporation ("Pinnacle"), and the stockholders of Pinnacle set forth on Exhibit A hereto (the "Selling Stockholders"). Certain capitalized terms used in this Agreement are defined in Exhibit B.

Indemnification Etc. 27 9.1 31 4.1 Survival of Representations, Warranties and Covenants 27 9.2 Etc. 31 4.2 Indemnification by the Selling Stockholders 28 9.3 Indemnification by Netivation 28 9.4 Minimum Claim Against the Selling Stockholders 29 9.5 Minimum Claim Against Netivation 29 9.6 32 4.3 Exclusive Remedy 33 4.4 Defense of Third Party Claims 29 9.7 Indemnity Reserve 30 9.8 Exclusive Remedy 30 33 4.5 Claims Relating to Securities 34 SECTION 10 - 5. MISCELLANEOUS PROVISIONS 30 10.1 Selling 34 5.1 Stockholders' ’ Agent 30 10.2 34 5.2 Certain Covenants 35 5.3 Public Announcements 37 5.4 Further Assurances 32 10.3 37 5.5 Fees and Expenses 32 10.4 37 5.6 Attorneys' ’ Fees 32 10.5 38 5.7 Notices 33 10.6 38 TABLE OF CONTENTS 5.8 Time of the Essence 39 5.9 Headings 33 10.7 39 5.10 Counterparts 34 10.8 39 5.11 Governing Law 34 10.9 Law; Venue 39 5.12 Successors and Assigns 34 10.10 39 5.13 Remedies Cumulative; Specific Performance 34 10.11 40 5.14 Waiver 34 10.12 40 5.15 Amendments 35 10.13 Time of the Essence 35 10.14 40 5.16 Severability 35 10.15 40 5.17 Parties in Interest 35 10.16 40 5.18 Entire Agreement 35 10.17 40 5.19 Disclosure Schedule 41 5.20 Waiver of Jury Trial 41 5.21 Construction 35 EXHIBITS 41 Exhibit A - Selling Stockholders Certain definitions Exhibit B - Certain Definitions Form of Certificate of Merger Exhibit C - Director and Officer Form of Surviving Corporation Stockholder Representation Letter Exhibit D - Allocation Escrow Agreement Exhibit E-1 Individuals to execute Affiliate Agreements Exhibit E-2 Form of Merger Consideration Affiliate Agreement Exhibit E - F Form of Amendment to Investor Rights Agreement Exhibit G Form of Legal Opinion of B▇▇▇▇▇▇, Phleger & H▇▇▇▇▇▇▇ LLP Exhibit F - H FIRPTA Form Exhibit I Form of Employment and Noncompetition Release Agreement Exhibit G - Form J Acknowledgement of Escrow Agreement Fees Exhibit H - Form of Prospective Offeree Questionnaire Exhibit I - Form of Lock-Up Agreement AGREEMENT AND PLAN OF MERGER K Unaudited Interim Balance Sheet THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ("“Agreement"”) is made and entered into as of May 3April 16, 20002002, by and among: BLUE MARTINI SOFTWARE, INC., a Delaware corporation (“Parent”); BLUE MARTINI HOLDINGS CORP. II, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); THE CYBRANT CORP., a Delaware corporation (the “Company”); and D▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as Stockholders’ Agent.▇▇▇, INC., a Delaware corporation ("Netivation"), ▇▇▇▇▇▇▇▇▇▇.▇▇▇ MERGER THREE CORP., a Delaware corporation and a wholly-owned subsidiary of Netivation ("Merger Sub"), PINNACLE MEDSOURCE, INC., a Georgia corporation ("Pinnacle"), and the stockholders of Pinnacle set forth on Exhibit A hereto (the "Selling Stockholders"). Certain capitalized terms used in this Agreement are defined in Exhibit B.

Indemnification Etc. 27 9.1 10.1 Survival of Representations, Warranties Etc 74 10.2 Indemnification 75 10.3 Limitations 76 10.4 Exclusivity of Remedy, Further Limitations and Covenants 27 9.2 Source of Funds for Indemnification by the Selling Stockholders 28 9.3 Indemnification by Netivation 28 9.4 Minimum Claim Against the Selling Stockholders 29 9.5 Minimum Claim Against Netivation 29 9.6 78 10.5 Notice of Claims 79 10.6 Defense of Third Party Claims 29 9.7 79 10.7 Parent’s Right of Set-Off 80 10.8 Exercise of Remedies Other Than by Parent 81 10.9 Tax Treatment of Indemnity Reserve 30 9.8 Exclusive Remedy 30 SECTION 10 - MISCELLANEOUS PROVISIONS 30 10.1 Selling Stockholders' Payments 81 10.10 Release of Funds From Indemnification Escrow Fund Following the Escrow Release Date 81 11.1 Securityholders’ Agent 30 10.2 82 11.2 Further Assurances 32 10.3 84 11.3 Fees and Expenses 32 10.4 Attorneys' Fees 32 10.5 84 11.4 Notices 33 10.6 85 11.5 Headings 33 10.7 86 11.6 Counterparts 34 10.8 and Exchanges by Electronic Transmission 86 11.7 Governing Law 34 10.9 Law; Dispute Resolution 86 11.8 Successors and Assigns 34 10.10 87 11.9 Remedies Cumulative; Specific Performance 34 10.11 87 11.10 Waiver 34 10.12 87 11.11 Waiver of Jury Trial 87 11.12 Amendments 35 10.13 Time of the Essence 35 10.14 87 11.13 Severability 35 10.15 88 11.14 Parties in Interest 35 10.16 88 11.15 No Public Announcement 88 11.16 Entire Agreement 35 10.17 88 11.17 Disclosure Schedule 88 11.18 Construction 35 EXHIBITS 89 11.19 Legal Representation 89 Exhibit A - Selling Stockholders Exhibit B - Certain Definitions Exhibit B Form of First Certificate of Merger Exhibit C - Director and Officer Form of Surviving Corporation Second Certificate of Merger Exhibit D - Allocation Form of Merger Consideration Revesting Agreement Exhibit E - Form of Legal Opinion Restrictive Covenant Agreement Exhibit F - Form of Employment and Noncompetition Joinder Agreement Exhibit G - Form of Escrow Agreement Exhibit H - Form of Prospective Offeree Questionnaire Exhibit I - Form of Lock-Up Agreement AGREEMENT AND PLAN OF MERGER Exhibit H Form of Master Parent Promissory Note Exhibit I Form of Escrow Agreement Exhibit J Form of PPP Escrow Agreement Exhibit K Form of Payment Agent Agreement Exhibit L Form of Letter of Transmittal Exhibit M Form of Warrant Letter of Transmittal Exhibit N Retention Bonus Terms Exhibit O Form of Retention Bonus Agreement Exhibit P Current Assets and Current Liabilities Exhibit Q Knowledge Individuals Exhibit R Form of RWI Policy Schedule 1.3(d)(ii) Agreements to be Amended or Terminated Schedule 1.3(d)(xi) Payoff Letters Schedule 1.3(d)(xiv) Third Party Assignments, Consents and Certificates Schedule 1.3(d)(xviii) Affiliate Arrangements Schedule 1.7(d) Contingent Consideration Extension Multipliers Schedule 1.10 Terminated Warrants Schedule 4.2(b) Permitted Pre-Closing Items Schedule 4.8(a) Agreements to be Terminated Schedule 4.8(b) Agreements to be Amended Schedule 7.3 Antitrust Jurisdictions THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of May 3July 27, 20002021, by and among: ▇▇▇▇▇▇▇▇▇▇.▇▇▇among LIFE360, INC., a Delaware corporation ("Netivation"“Parent”), ▇▇▇▇▇▇▇▇▇▇.▇▇▇ JIOBIT MERGER THREE CORPSUB I, INC., a Delaware corporation and a wholly-wholly owned subsidiary Subsidiary of Netivation Parent ("“Merger Sub"Sub I”), PINNACLE MEDSOURCEJIOBIT MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), JIO, INC., a Georgia Delaware corporation ("Pinnacle"the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the stockholders of Pinnacle set forth on Exhibit A hereto Securityholders’ Agent (the "Selling Stockholders"as defined in Section 11.1(a)). Certain capitalized terms used in this Agreement are defined in Exhibit B.A.

Indemnification Etc. 27 9.1 10.1 Survival of Representations, Warranties and Covenants 27 9.2 Etc. 76 10.2 Indemnification by the Selling Stockholders 28 9.3 Indemnification by Netivation 28 9.4 Minimum 77 10.3 Limitations 78 10.4 No Contribution 80 10.5 Claim Against the Selling Stockholders 29 9.5 Minimum Claim Against Netivation 29 9.6 Procedures 80 10.6 Defense of Third Party Claims 29 9.7 Indemnity Reserve 30 9.8 81 10.7 Exclusive Remedy 30 SECTION 10 - 82 10.8 Parent’s Right of Set-Off. 83 10.9 Exercise of Remedies Other Than by Parent 83 10.10 Tax Treatment of Indemnity Payments 83 11. MISCELLANEOUS PROVISIONS 30 10.1 Selling Stockholders' 11.1 Securityholders’ Agent 30 10.2 83 11.2 Further Assurances 32 10.3 86 11.3 Fees and Expenses 32 10.4 Attorneys' Fees 32 10.5 86 11.4 Notices 33 10.6 86 11.5 Headings 33 10.7 88 11.6 Counterparts 34 10.8 and Exchanges by Electronic Transmission 88 11.7 Governing Law 34 10.9 Law; Dispute Resolution 88 11.8 Successors and Assigns 34 10.10 88 11.9 Remedies Cumulative; Specific Performance 34 10.11 89 11.10 Waiver 34 10.12 89 11.11 Waiver of Jury Trial 89 11.12 Amendments 35 10.13 Time of the Essence 35 10.14 89 11.13 Severability 35 10.15 89 11.14 Parties in Interest 35 10.16 89 11.15 No Public Announcement 90 11.16 Entire Agreement 35 10.17 90 11.17 Disclosure Schedule 90 11.18 Construction 35 EXHIBITS 90 11.19 Privilege 91 Exhibit A - Selling Stockholders Exhibit B - Certain Definitions Exhibit B Form of Joinder Agreement Exhibit C - Director and Officer Form of Surviving Corporation Restrictive Covenant Agreement Exhibit D - Allocation Form of Revesting Agreement Exhibit E Form of Certificate of Merger Consideration Exhibit E - F Form of Legal Opinion Exhibit F - Form of Employment and Noncompetition Lock-Up Agreement Exhibit G - Form of Escrow Agreement Exhibit H - Form of Prospective Offeree Questionnaire Letter of Transmittal Exhibit I - Form of Lock-Up Agreement NSO Letter of Transmittal Exhibit J Form of Warrant Letter of Transmittal Exhibit K Current Assets and Current Liabilities Exhibit L Knowledge Individuals Schedule 1.3(c)(x) Payoff Letters Schedule 1.3(c)(xiii) Third Party Consents Schedule 1.3(c)(xv) Affiliate Arrangements Schedule 4.8(a) Agreements to be Terminated Schedule 5.1(b)(ii) Consents AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is made and entered into as of May 3November 22, 20002021, by and among: ▇▇▇▇▇▇▇▇▇▇.▇▇▇among LIFE360, INC., a Delaware corporation ("Netivation"“Parent”), ▇▇▇▇▇▇▇▇▇▇.▇▇▇ TRIUMPH MERGER THREE CORPSUB, INC., a Delaware corporation and a wholly-wholly owned subsidiary Subsidiary of Netivation Parent ("“Merger Sub"”), PINNACLE MEDSOURCETILE, INC., a Georgia Delaware corporation ("Pinnacle"the “Company”), and FORTIS ADVISORS LLC, a Delaware limited liability company, as the stockholders of Pinnacle set forth on Exhibit A hereto Securityholders’ Agent (the "Selling Stockholders"as defined in Section 11.1(a)). Certain capitalized terms used in this Agreement are defined in Exhibit B.A.

Indemnification Etc. 27 29 9.1 Survival of Representations, Warranties and Covenants 27 29 9.2 Indemnification by the Selling Stockholders 28 9.3 Indemnification by Netivation 28 9.4 Minimum Claim Against the Selling Representing Stockholders 29 9.3 Contribution 30 9.4 Ceiling; Limitation on Additional Damages 30 9.5 Minimum Claim Against Netivation 29 9.6 Defense of Third Party Claims 29 9.7 30 9.6 Indemnity Reserve 30 9.8 Exclusive Remedy 30 31 9.7 Exercise of Remedies by Netivation Indemnitees Other Than Netivation 31 SECTION 10 - MISCELLANEOUS PROVISIONS 30 31 10.1 Selling Representing Stockholders' Agent 30 31 10.2 Further Assurances 32 10.3 Fees and Expenses 32 10.4 Attorneys' Fees 32 33 10.5 Notices 33 10.6 Headings 33 34 10.7 Counterparts 34 10.8 Governing Law 34 10.9 Successors and Assigns 34 10.10 Remedies Cumulative; Specific Performance 34 35 10.11 Waiver 34 35 10.12 Amendments 35 10.13 Time of the Essence 35 10.14 Severability 35 10.15 Parties in Interest 35 10.16 Entire Agreement 35 10.17 Construction 35 36 EXHIBITS Exhibit A - Selling Stockholders Stockholders, Optionholders and Warrantholders Exhibit B - Certain Definitions Exhibit C - Director and Officer of Surviving Corporation Exhibit D - Allocation of Merger Consideration Pursuant to Section 1.5 and Section 1.6 Exhibit E - Form of Legal Opinion Subscription Agreement Exhibit F - Form of Employment and Noncompetition Agreement Exhibit G - Form of Escrow Agreement Exhibit H - Form of Prospective Offeree Questionnaire Release of Claims Exhibit I I1 - Form of Lock-Up Agreement for Preferred Stockholders, Non-Former Employee, and Non-Current Employee Common Stockholders Exhibit I2 - Form of Lock-Up Agreement for Current Employee and Former Employee Common Stockholders AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of May 3November 17, 20001999, by and among: ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation ("Netivation"), ▇▇▇▇▇▇▇▇▇▇.▇▇▇ MERGER THREE CORP., a Delaware corporation and a wholly-owned subsidiary of Netivation ("Merger Sub"), PINNACLE MEDSOURCENET.CAPITOL, INC., a Georgia Delaware corporation ("PinnacleNet.Capitol"), and the certain stockholders of Pinnacle Net.Capitol set forth on Exhibit A hereto (the "Selling Representing Stockholders"). Certain capitalized terms used in this Agreement are defined in Exhibit B.

Indemnification Etc. 27 9.1 64 10.1 Survival of Representations, Warranties and Covenants 27 9.2 Etc 64 10.2 Indemnification by the Selling Stockholders 28 9.3 65 10.3 Limitations 67 10.4 Payment Source 68 10.5 No Contribution 69 10.6 Insurance 69 10.7 Indemnification by Netivation 28 9.4 Minimum Claim Against the Selling Stockholders 29 9.5 Minimum Claim Against Netivation 29 9.6 Defense of Procedure 69 10.8 Third Party Claims 29 9.7 Indemnity Reserve 30 9.8 73 10.9 Election of Claims 74 10.10 Exercise of Remedies Other Than by Parent 74 10.11 Exclusive Remedy 30 SECTION 10 - MISCELLANEOUS PROVISIONS 30 10.1 Selling Stockholders' 74 11. Miscellaneous Provisions 75 11.1 Securityholders’ Agent 30 10.2 75 11.2 Further Assurances 32 10.3 76 11.3 No Waiver Relating to Claims for Fraud 76 11.4 Fees and Expenses 32 10.4 76 11.5 Attorneys' ’ Fees 32 10.5 77 11.6 Notices 33 10.6 77 11.7 Headings 33 10.7 75 11.8 Counterparts 34 10.8 and Exchanges by Electronic Transmission or Facsimile78 11.9 Governing Law 34 10.9 Law; Dispute Resolution 79 11.10 Successors and Assigns 34 10.10 79 11.11 Remedies Cumulative; Specific Performance 34 10.11 79 11.12 Non-Recourse 80 11.13 Waiver 34 10.12 80 11.14 Waiver of Jury Trial 80 11.15 Amendments 35 10.13 Time of the Essence 35 10.14 80 11.16 Severability 35 10.15 81 11.17 Parties in Interest 35 10.16 81 11.18 Entire Agreement 35 10.17 81 11.19 Disclosure Schedule 81 11.20 Waiver of Conflicts 81 11.21 Construction 35 EXHIBITS 82 EXHIBIT A Certain Definitions EXHIBIT B Form of Significant Owner Agreement EXHIBIT C Form of Management Deferral Agreement EXHIBIT D Form of Amended and Restated LLC Agreement Schedule A Schedule of Employment Documents Schedule B R&W Policy Schedule 1 to Exhibit A - Selling Stockholders Exhibit B - Certain Definitions Exhibit C - Director and Officer of Surviving Corporation Exhibit D - Sample Working Capital Calculation Schedule 1.1 Blocker Stock Allocation of Merger Consideration Exhibit E - Form of Legal Opinion Exhibit F - Form of Employment and Noncompetition Agreement Exhibit G - Form of Schedule 1.5(c) Escrow Agreement Exhibit H - Form Schedule 1.8(b) Letter of Prospective Offeree Questionnaire Exhibit I - Form Transmittal Schedule 1.10(a) Accounting Policies Schedule 2.16(b) Key Employees Schedule 5.2 Interim Reporting Matters Schedule 5.6 Agreements to be Terminated/Amended as of Lockthe Effective Time Schedule 5.10 Repaid Indebtedness Schedule 5.13(i) Voluntary Disclosure Jurisdictions Schedule 6.6 Employee Benefits Schedule 7.1(b) Materiality Threshold Schedule 7.3(b) Required Third-Up Agreement AGREEMENT AND PLAN OF MERGER Party Consents Schedule 7.10 India and Portugal Operations Schedule 10.2(a)(xii) Specified Indemnity THIS AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT ("this “Agreement"”) is made and entered into as of May 3November 6, 20002019, by and among: ▇▇▇▇▇▇▇▇▇▇.▇▇▇REALPAGE, INC., a Delaware corporation ("Netivation"“Parent”), ▇▇▇▇▇▇▇▇▇▇.▇▇▇ MERGER THREE CORP.; RP NEWCO XXIX LLC, a Delaware corporation limited liability company and a wholly-owned subsidiary Subsidiary of Netivation Parent ("“Merger Sub"”); BUILDIUM, LLC, a Delaware limited liability company (the “Company”); SUMERU EQUITY PARTNERS FUND L.P., a Delaware limited partnership (“SEP”); K1 PRIVATE INVESTORS, L.P., a Delaware limited partnership (“K1 PI”); K1 PRIVATE INVESTORS (A), PINNACLE MEDSOURCE, INC.L.P., a Georgia corporation Delaware limited partnership ("Pinnacle"“K1 PI(A)” and together with K1 PI, “K1”); and SEP, as the stockholders of Pinnacle set forth on Exhibit A hereto (the "Selling Stockholders")Securityholders’ Agent. Certain capitalized terms used in this Agreement are defined in Exhibit B.A.