Common use of Indemnification; Expenses Clause in Contracts

Indemnification; Expenses. Each Securityholder shall, only to the extent of such Securityholder’s Pro Rata Percentage thereof, indemnify and defend the Representative and hold the Representative harmless against any Loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Representative and arising out of or in connection with the acceptance, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders based on each such Person’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities and, upon the request of any Securityholder, shall provide such Securityholder with an accounting of all expenses and Liabilities paid.

Indemnification; Expenses. Each Securityholder shallBlocker Owner, only to the extent of Company Unitholder and Company Optionholder shall severally (based on each such SecurityholderBlocker Owner’s, Company Unitholder’s or Company Optionholder’s Pro Rata Percentage thereofPercentage), and not jointly, indemnify and defend hold harmless the Equityholder Representative from and hold the Representative harmless against any Loss, damage, cost, Liability or expense actually loss incurred without fraud, gross negligence or willful misconduct by (as determined in a final and non-appealable judgment of a court of competent jurisdiction) on the part of the Equityholder Representative and arising out of or in connection with the acceptance, performance acceptance or administration of its duties hereunder. The Equityholder Representative may use the Representative’s duties under this AgreementEquityholder Representative Expense Amount to pay any fees, costs, expenses or other obligations incurred by the Equityholder Representative acting in its capacity as such. Any expenses or taxable income incurred by the Equityholder Representative in connection with the performance of its duties under this Agreement or any Ancillary Agreement shall not be the personal obligation of the Equityholder Representative but shall be payable by and attributable to the Securityholders Blocker Owners, Company Unitholders and Company Optionholders based on each such PersonBlocker Owner’s Company Unitholder’s and Company Optionholder’s Pro Rata Percentage. Notwithstanding anything From and after the Closing, if the Equityholder Representative determines that the amounts in the Equityholder Representative Expense Account are insufficient to satisfy current or future (whether realized or potential) costs and expenses of the contrary in this AgreementEquityholder Representative, the Representative it shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder withhold on a pro rata basis from amounts actually delivered otherwise due to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunderBlocker Owners, the Representative Company Unitholders and the Company Optionholders under this Agreement or under any Ancillary Agreement amounts as it deems necessary to provide for such administrative costs; provided that such amounts shall be entitled and is hereby granted deemed to be included in the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually madeEquityholder Representative Expense Account. The Equityholder Representative may also from time to time submit invoices to the Securityholders Equityholders covering such expenses and Liabilities andliabilities, upon which shall be paid by the Blocker Owners, Company Unitholders and Company Optionholders promptly following the receipt thereof based on their respective Pro Rata Percentages. Upon the request of any SecurityholderBlocker Owner, Company Unitholder and Company Optionholder, the Equityholder Representative shall provide such Securityholder Blocker Owner, Company Unitholder and Company Optionholder with an accounting of all material expenses and Liabilities paid.liabilities paid by the Equityholder Representative in its capacity as such. Each of the undersigned has caused this Business Combination Agreement to be duly executed as of the date first above written. ▇▇ ▇▇▇▇▇▇▇▇▇ PRINCIPAL HOLDINGS I By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory SONAR MERGER SUB I, LLC By: ▇▇ ▇▇▇▇▇▇▇▇▇ Principal Holdings I Its: Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory SONAR MERGER SUB II, LLC By: ▇▇ ▇▇▇▇▇▇▇▇▇ Principal Holdings I Its: Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory SONAR MERGER SUB III, LLC By: ▇▇ ▇▇▇▇▇▇▇▇▇ Principal Holdings I Its: Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory SONAR MERGER SUB IV, LLC By: ▇▇ ▇▇▇▇▇▇▇▇▇ Principal Holdings I Its: Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory SONAR MERGER SUB V, LLC By: ▇▇ ▇▇▇▇▇▇▇▇▇ Principal Holdings I Its: Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory SONAR MERGER SUB VI, LLC By: ▇▇ ▇▇▇▇▇▇▇▇▇ Principal Holdings I Its: Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory INSIGHT (CAYMAN) IX EAGLE BLOCKER, LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Vice President INSIGHT (DELAWARE) IX EAGLE BLOCKER, LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Vice President INSIGHT GBCF (CAYMAN) EAGLE BLOCKER, LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Vice President INSIGHT GBCF (DELAWARE) EAGLE BLOCKER, LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ EAGLE JV, LLC By: ▇▇▇▇▇▇▇ Associates, L.P., its Managing Member By: ▇▇▇▇▇▇▇ Investment Management L.P., as Attorney-in-Fact By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ ASSOCIATES, L.P. By: ▇▇▇▇▇▇▇ Investment Management L.P., as Attorney-in-Fact By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ INTERNATIONAL, L.P. By: Hambledon, Inc., its General Partner By: ▇▇▇▇▇▇▇ Investment Management L.P., as Attorney-in-Fact By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President PDI III E2OPEN BLOCKER CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Title: President SONAR COMPANY MERGER SUB, LLC By: ▇▇ ▇▇▇▇▇▇▇▇▇ Principal Holdings I Its: Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory E2OPEN HOLDINGS, LLC (F/K/A EAGLE PARENT HOLDINGS, LLC) By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: CEO INSIGHT VENTURE PARTNERS, LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory THE LIMITED LIABILITY COMPANY INTERESTS IN E2OPEN HOLDINGS, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH LIMITED LIABILITY COMPANY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME. ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Interpretive Provisions 20 ARTICLE II ORGANIZATION OF THE LIMITED LIABILITY COMPANY 20 Section 2.1 Formation 20 Section 2.2 Filing 20 Section 2.3 Name 21 Section 2.4 Registered Office: Registered Agent 21 Section 2.5 Principal Place of Business 21 Section 2.6 Purpose; Powers 21 Section 2.7 Term 21 Section 2.8 Intent 21 ARTICLE III CLOSING TRANSACTIONS 21 Section 3.1 Business Combination Agreement Transactions 21

Indemnification; Expenses. Each Securityholder shallThe Stockholder Representative may use the Reimbursement Fund Amount to pay any fees, costs, expenses or other obligations incurred by the Stockholder Representative acting in its capacity as such. Without limiting the foregoing, each Stockholder will, only to the extent of such SecurityholderStockholder’s Pro Rata Percentage Share thereof, indemnify and defend the Stockholder Representative and hold the Stockholder Representative harmless against any Loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Stockholder Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Stockholder Representative’s duties under this Agreement, including, without limitation, any Loss, damage, cost, Liability or expense incurred pursuant to Section 6.07(g). Any expenses or taxable income incurred by the Stockholder Representative in connection with the performance of its duties under this Agreement shall will not be the personal obligation of the Stockholder Representative but shall will be payable by and attributable to the Securityholders Stockholders based on each such Person’s Pro Rata PercentageShare. Notwithstanding anything to the contrary in this Agreement, the Stockholder Representative shall will be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Stockholder Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Stockholder Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Stockholder Representative may also from time to time submit invoices to the Securityholders Stockholders covering such expenses and Liabilities andLiabilities, upon which will be paid by the Stockholders promptly following the receipt thereof on a pro rata basis based on their respective Pro Rata Shares. Upon the request of any SecurityholderStockholder, shall the Stockholder Representative will provide such Securityholder Stockholder with an accounting of all expenses and Liabilities paidpaid by the Stockholder Representative in its capacity as such.

Indemnification; Expenses. Each Securityholder shall, only to the extent of such Securityholder’s Pro Rata Percentage thereofPercentage, indemnify and defend the Representative and hold the Representative harmless against any Loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Representative and arising out of or in connection with the acceptance, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders based on each such Person’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties to Securityholders hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities and, upon the request of any Securityholder, shall provide such Securityholder with an accounting of all expenses and Liabilities paid.

Indemnification; Expenses. Each The Representative may use the Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Representative acting in its capacity as such. Without limiting the foregoing, each Securityholder shall, only to the extent of such Securityholder’s Pro Rata Percentage thereof, indemnify and defend the Representative and hold the Representative harmless against any Loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders based on each such Person’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties to Securityholders hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities andLiabilities, upon which shall be paid by the Securityholders promptly following the receipt thereof on a pro rata basis based on their respective Pro Rata Percentages. Upon the request of any Securityholder, the Representative shall provide such Securityholder with an accounting of all expenses and Liabilities paidpaid by the Representative in its capacity as such.

Indemnification; Expenses. Each Securityholder The Representative may use the Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Representative acting in its capacity as such. Without limiting the foregoing, each Preferred Shareholder shall, only to the extent of such SecurityholderPreferred Shareholder’s Pro Rata Percentage thereof, indemnify and defend the Representative and hold the Representative harmless against any Loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence bad faith or willful misconduct by the Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders Preferred Shareholders based on each such Person’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders Preferred Shareholders from the Escrow Account Accounts to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders Preferred Shareholders covering such expenses and Liabilities andLiabilities, upon which shall be paid by the Preferred Shareholders promptly following the receipt thereof on a pro rata basis based on their respective Pro Rata Percentages. Upon the request of any SecurityholderPreferred Shareholder, the Representative shall provide such Securityholder Preferred Shareholder with an accounting of all expenses and Liabilities paidpaid by the Representative in its capacity as such.

Indemnification; Expenses. Each Securityholder shall, only to the extent of in accordance with such Securityholder’s Pro Rata Percentage thereofPercentage, indemnify and defend the Representative and hold the Representative harmless against any Lossloss, damage, cost, Liability liability, fee or expense actually incurred without fraud, gross negligence or willful misconduct by the Representative and arising out of or in connection with the acceptance, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders based on in accordance with each such PersonSecurityholder’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct at any unpaid or time any unpaid, non-reimbursed or unsatisfied losses, damages, costs, liabilities, fees or expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually payable to the Securityholders or delivered to the Representative pursuant to this Agreement, including any amounts in the Representative Reserve Fund. Additionally, in connection with any unpaid or unpaid, non-reimbursed or unsatisfied losses, damages, costs, liabilities, fees or expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities andlosses, upon the request of any Securityholderdamages, shall provide such Securityholder with an accounting of all expenses and Liabilities paidcosts, liabilities or expenses.

Indemnification; Expenses. Each The Unitholder Representative may use the Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Unitholder Representative acting in its capacity as such. Without limiting the foregoing, each Securityholder and Blocker Seller shall, only based on their respective Pro Rata Share thereof (provided, that the indemnification provided to the extent of such Securityholder’s Pro Rata Percentage thereofUnitholder Representative shall in all cases sum to 100% coverage), indemnify and defend the Unitholder Representative and hold the Representative harmless against any Losslosses, damageliabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, costin each case as such Representative Loss is suffered or incurred; provided, Liability or expense actually incurred without that in the event that any such Representative Loss is finally adjudicated to have been caused by the fraud, gross negligence or willful misconduct by the Unitholder Representative (as determined in a final and arising out non-appealable judgment of a court of competent jurisdiction), the Unitholder Representative will reimburse the Seller Parties the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Unitholder Representative by any Seller Party, Representative Losses may be recovered by the Unitholder Representative from (i) the funds in connection with the acceptanceRepresentative Amount due to such Seller Party and (ii) any other funds that become payable to such Seller Party under this Agreement at such time as such amounts would otherwise be distributable to such Seller Party; provided, performance that, while the Unitholder Representative may be paid from the aforementioned sources of funds, this does not relieve any Seller Party from its obligation to promptly pay such Representative ▇▇▇▇▇▇ as they are suffered or administration incurred. In no event will the Unitholder Representative be required to advance its own funds on behalf of the Representative’s duties under Seller Parties or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Seller Parties set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Unitholder Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Unitholder Representative or the termination of this Agreement. Any expenses or taxable income incurred by the Unitholder Representative in connection with the performance of its duties under this Agreement or any other Transaction Agreement shall not be the personal obligation of the Unitholder Representative but shall be payable by and attributable to the Securityholders and Blocker Sellers based on each such PersonSecurityholder’s or Blocker Seller’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually madeShare. The Unitholder Representative may also from time to time submit invoices to the Securityholders and Blocker Sellers covering such expenses and Liabilities andliabilities, upon which shall be paid by the request of any Securityholder, shall provide such Securityholder with an accounting of all expenses Securityholders and Liabilities paidBlocker Sellers promptly following the receipt thereof based on their respective Pro Rata Share.

Indemnification; Expenses. Each The Securityholder Representative may use the Securityholder Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Securityholder Representative acting in its capacity as such. Without limiting the foregoing, each Securityholder shall, only to the extent of such Securityholder’s Pro Rata Percentage Share thereof, indemnify and defend the Securityholder Representative and hold the Securityholder Representative harmless against any Lossloss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Securityholder Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Securityholder Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Securityholder Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Securityholder Representative but shall be payable by and attributable to the Securityholders based on each such PersonSecurityholder’s Pro Rata PercentageShare. Notwithstanding anything to the contrary in this Agreement, the Securityholder Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Securityholder Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Securityholder Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Securityholder Representative in connection with the performance of its duties hereunder, the Securityholder Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account Adjustment Holdback Amount or the Indemnity Holdback Amount to itself no earlier than the date such payments are actually made. The Securityholder Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities andLiabilities, upon which shall be paid by the Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Securityholder, the Securityholder Representative shall provide such Securityholder with an accounting of all expenses and Liabilities paidpaid by the Securityholder Representative in its capacity as such.

Indemnification; Expenses. Each The Securityholder shallRepresentative may use the Representative Amount to pay any fees, only to costs, expenses or other obligations incurred by the extent of such Securityholder’s Securityholder Representative acting in its capacity as such. Without limiting the foregoing, the Securityholders will, severally and not jointly in accordance with the Securityholders’ Pro Rata Percentage thereofShares, indemnify and indemnify, defend the Representative and hold harmless the Securityholder Representative harmless from and against any Lossand all losses, damageliabilities, costdamages, Liability or claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense actually incurred without fraudof document location, gross negligence or willful misconduct by the duplication and shipment) (collectively, “Representative and Losses”) arising out of or in connection with the acceptanceSecurityholder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, performance in each case as such Representative Loss is suffered or administration incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Securityholder Representative’s duties under this Agreement, the Securityholder Representative will reimburse the Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Any expenses or taxable income incurred If not paid directly to the Securityholder Representative by the Securityholders, any such Representative Losses may be recovered by the Securityholder Representative from (i) the funds in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by Amount and attributable to the Securityholders based on each such Person’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct (ii) any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any other funds that would otherwise be actually become payable to the Securityholders under this Agreement at such time as such amounts would otherwise be distributable to the Securityholders; provided, that while this section allows the Securityholder Representative to be paid from the Escrow Account aforementioned sources of funds, this does not relieve the Securityholders from their obligation to itself promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. In no earlier than event will the date such payments Securityholder Representative be required to advance its own funds on behalf of the Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Securityholders set forth elsewhere in this Agreement are actually madenot intended to be applicable to the indemnities provided to the Securityholder Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Securityholder Representative may also from time to time submit invoices to or the Securityholders covering such expenses and Liabilities and, upon the request termination of any Securityholder, shall provide such Securityholder with an accounting of all expenses and Liabilities paidthis Agreement.

Indemnification; Expenses. Each The Representative may use the Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Representative acting in its capacity as such. Without limiting the foregoing, each Securityholder shall, only to the extent of such Securityholder’s Pro Rata Percentage Share thereof, indemnify and defend the Representative and hold the Representative harmless against any Lossloss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders based on each such PersonSecurityholder’s Pro Rata PercentageShare. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative for the benefit of the Securityholders pursuant to this Agreement; provided, that neither the Parent nor the Merger Sub (i) shall be liable for any such set off or deduction or (ii) shall be deemed to have not satisfied any of its obligations contemplated by this Agreement by virtue of such set off or deduction. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account pursuant to the terms and conditions of this Agreement and the Escrow Agreement to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities andLiabilities, upon which shall be paid by the Securityholders promptly following the receipt thereof based on their respective Pro Rata Share. Upon the request of any Securityholder, the Representative shall provide such Securityholder with an accounting of all expenses and Liabilities paidpaid by the Representative in its capacity as such.

Indemnification; Expenses. Each Securityholder shallThe Sellers’ Representative may use the Sellers’ Representative Amount to pay any fees, only to costs, expenses, or other obligations incurred by the extent of such SecurityholderSellers’ Representative. The Sellers severally and not jointly (in accordance with each Seller’s Pro Rata Percentage thereofShare) will indemnify, indemnify and defend the Representative and hold harmless the Sellers’ Representative harmless from and against any Lossand all losses, damageliabilities, costdamages, Liability or claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense actually incurred without fraudof document location, gross negligence or willful misconduct by the duplication and shipment) (collectively, “Representative and Losses”) arising out of or in connection with the acceptanceSellers’ Representative’s execution and performance of this Agreement and any agreements ancillary hereto, performance in each case as such Representative Loss is suffered or administration incurred; provided that, in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Sellers’ Representative’s duties under this Agreement, the Sellers’ Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Any expenses or taxable income incurred If not paid directly to the Sellers’ Representative by the Sellers, any such Representative Losses may be recovered by the Sellers’ Representative from (i) the Sellers’ Representative Amount and (ii) the amounts in connection with the performance Escrow Fund at such time as remaining amounts, if any, would otherwise be distributable to the Sellers; provided that, while this section allows the Sellers’ Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Sellers’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Sellers’ Representative be required to advance its duties under this Agreement shall not be the personal obligation own funds on behalf of the Representative but shall be payable by and attributable to the Securityholders based on each such Person’s Pro Rata PercentageSellers or otherwise. Notwithstanding anything in this Agreement to the contrary contrary, any restrictions or limitations on liability of the Sellers set forth elsewhere in this AgreementAgreement are not intended to be applicable to the indemnities provided to the Sellers’ Representative under this Section. The foregoing indemnities will survive the Closing, the resignation or removal of the Sellers’ Representative shall be entitled and is hereby granted or the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance termination of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities and, upon the request of any Securityholder, shall provide such Securityholder with an accounting of all expenses and Liabilities paid.

Indemnification; Expenses. Each Securityholder Stockholder shall, only to the extent of based on each such SecurityholderStockholder’s Pro Rata Percentage thereofPercentage, indemnify and defend the Stockholder Representative and hold the Stockholder Representative harmless against any Loss, damage, cost, Liability or expense actually incurred without fraud(including the fees and expenses of counsel and experts and their staffs and all expense of document location, gross negligence or willful misconduct by the duplication and shipment) (collectively, “Representative and Losses”) arising out of or in connection with the acceptance, performance or administration of the Stockholder Representative’s duties under this Agreement. Any expenses , the Escrow Agreement and the Exchange Agent Agreement, in each case, as such Representative Loss is suffered or taxable income incurred incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Stockholder Representative, the Stockholder Representative will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Stockholder Representative by the Stockholders, any such Representative Losses may be recovered by the Stockholder Representative from (i) the funds in connection with the performance Expense Fund and (ii) the amounts of the Escrow Amount at such time as remaining amounts would otherwise be distributable to the Stockholders; provided, that while this Section 10.01(e) allows the Stockholder Representative to be paid from the Expense Fund and the Escrow Amount, this does not relieve the Stockholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. In no event will the Stockholder Representative be required to advance its duties under own funds on behalf of the Stockholders or otherwise. Notwithstanding anything in this Agreement shall not be to the personal obligation contrary, the Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholder Representative but shall be payable by and attributable to or the Securityholders based on each such Person’s Pro Rata Percentagetermination of this Agreement. Notwithstanding anything to the contrary in this Agreement, the Stockholder Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities Representative Losses incurred by the Stockholder Representative in connection with the performance of its duties hereunder from the Expense Fund and, if the Expense Fund is not sufficient, from amounts that would otherwise be actually delivered to the Representative Stockholders pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Stockholder Representative may also from time to time submit invoices to the Securityholders Stockholders covering such expenses and Liabilities Representative Losses and, upon the request of any SecurityholderStockholder, shall provide such Securityholder Stockholder with an accounting of all expenses and Liabilities Representative Losses paid.

Indemnification; Expenses. Each Securityholder shall, only to the extent of such Securityholder’s ’ s Pro Rata Percentage thereofPercentage, indemnify and defend the Representative and hold the Representative harmless against any Loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Representative and arising out of or in connection with the acceptance, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders based on each such Person’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities and, upon the request of any Securityholder, shall provide such Securityholder with an accounting of all expenses and Liabilities paid.

Indemnification; Expenses. Each Securityholder shall, only to the extent of such Securityholder’s Pro Rata Percentage thereofPercentage, indemnify and defend the Representative and hold the Representative harmless against any Loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Representative and arising out of or in connection with the acceptance, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders based on each such Person’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct deduct, in respect of amounts due to Securityholders, any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this AgreementAgreement (including the Remaining Holdback Amount to be paid to the Securityholders). Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account or the Remaining Holdback Amount to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities and, upon the request of any Securityholder, shall provide such Securityholder with an accounting of all expenses and Liabilities paid.

Indemnification; Expenses. Each The Representative may use the Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Representative acting in its capacity as such. Without limiting the foregoing, each Escrow Securityholder shall, only to the extent of such Escrow Securityholder’s Pro Rata Escrow Percentage thereof, indemnify and defend the Representative and hold the Representative harmless against any Loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Escrow Securityholders based on each such Person’s Pro Rata Escrow Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Escrow Securityholders from the Adjustment Escrow Account to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Escrow Securityholders covering such expenses and Liabilities andLiabilities, upon which shall be paid by the Securityholders promptly following the receipt thereof on a pro rata basis based on their respective Escrow Percentages. Upon the request of any Escrow Securityholder, the Representative shall provide such Escrow Securityholder with an accounting of all expenses and Liabilities paidpaid by the Representative in its capacity as such.

Indemnification; Expenses. Each Securityholder The Company Securityholders shall, only to the extent of such Securityholder’s severally in accordance with their Pro Rata Percentage thereofShare, indemnify and defend the Representative and hold the Representative harmless against any Lossreasonable, damagedocumented, costand out-of-pocket losses, Liability liabilities and expenses (collectively, the “Representative Expenses”) arising out of or expense actually incurred without in connection with this Agreement and any related agreements, in each case as such Representative Expense is suffered or incurred; provided, that in the event that any such Representative Expense is finally adjudicated to have been caused by the fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Expense to the extent attributable to such fraud, gross negligence or willful misconduct. Representative Expenses may be recovered by the Representative and arising out of or from (i) the funds in connection with the acceptance, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with Holdback Amount and (ii) any other funds that become payable to the performance of its duties Company Securityholders under this Agreement shall at such time as such amounts would otherwise be distributable to the Company Securityholders; provided, that while the Representative may be paid from the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Expenses as they are suffered or incurred. In no event will the Representative be required to advance its own funds on behalf of the personal obligation Company Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative but shall be payable by and attributable to or the Securityholders based on each such Person’s Pro Rata Percentage. Notwithstanding anything to the contrary in termination of this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities and, upon the request of any Securityholder, shall provide such Securityholder with an accounting of all expenses and Liabilities paid.

Indemnification; Expenses. Each Securityholder Stockholder shall, only to the extent of such SecurityholderStockholder’s Pro Rata Percentage thereof, indemnify and defend the Stockholders Representative and hold the Stockholders Representative harmless against any Lossand all losses, damageliabilities, costclaims, Liability penalties, fines, forfeitures, actions, fees, damages, costs or expenses (including the fees and expenses of counsel and experts and their staffs and all expense actually incurred without fraudof document location, gross negligence or willful misconduct by the duplication and shipment) (collectively, “Representative and Losses”) arising out of or in connection with the acceptance, performance or administration of the Stockholders Representative’s duties under this Agreement. Any expenses Agreement or taxable income incurred any ancillary agreements hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation fraud, gross negligence or willful misconduct of the Stockholders Representative, the Stockholders Representative but shall be payable by and will reimburse the Stockholders the amount of such indemnified Representative Loss to the extent attributable to the Securityholders based on each such Person’s Pro Rata Percentagefraud, gross negligence or willful misconduct. Notwithstanding anything If not paid directly to the contrary in this Agreement, the Stockholders Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Stockholders, any such Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred Losses may be recovered by the Stockholders Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct from any funds that Milestone Payments at such time as any such amounts would otherwise be actually payable distributable to the Securityholders Stockholders; provided, that while this section allows the Stockholders Representative to be paid from the Escrow Account Milestone Payments this does not relieve the Stockholders from their obligation under the immediately preceding sentence to itself promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Stockholders Representative from seeking any remedies available to it at law or otherwise. In no earlier than event will the date such payments are actually madeStockholders Representative be required to advance its own funds on behalf of the Stockholders or otherwise. The Stockholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Stockholders Representative may also from time to time submit invoices to or the Securityholders covering such expenses and Liabilities and, upon the request termination of any Securityholder, shall provide such Securityholder with an accounting of all expenses and Liabilities paid.this Agreement..

Indemnification; Expenses. Each The Representative may use the Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Representative acting in its capacity as such. Without limiting the foregoing, each Securityholder shall, only to the extent of such Securityholder’s Pro Rata Percentage thereof, indemnify and defend the Representative and hold the Representative harmless against any Loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct by the Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders based on each such Person’s their respective Pro Rata PercentagePercentages. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its the Representative’s duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Adjustment Escrow Account to itself the Representative no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities andLiabilities, upon which shall be paid by the Securityholders based on their respective Pro Rata Percentages. Upon the request of any Securityholder, the Representative shall provide such Securityholder with an accounting of all expenses and Liabilities paidpaid by the Representative in its capacity as such.

Indemnification; Expenses. The Significant Interest Holders, the Plan Sponsor and the Management Stockholders shall be obligated to join in any indemnification obligation the Approving Party has agreed to in connection with such Approved Sale (including any such obligations that relate specifically to a particular Stockholder, such as indemnification with respect to representations and warranties given by a Stockholder regarding such Stockholder’s title to and ownership of shares of Common Stock and other Equity Securities); provided that (a) any escrow of proceeds of any such transaction shall be withheld on a pro rata basis among all Stockholders and (b) the Significant Interest Holders, the Plan Sponsor and the Management Stockholders shall share on a several (and not joint) pro rata basis in indemnification liabilities related to such Approved Sale (other than liabilities (if any) related solely to a particular Stockholder, which will be borne entirely by such Stockholder); provided further that in no event shall (i) a Significant Interest Holder’s indemnification obligation or any other liability in connection with such Approved Sale (other than with respect to a breach of this Agreement) exceed the net proceeds received by such Significant Interest Holder in connection with such Approved Sale or (ii) a Significant Interest Holder be required to agree to any non-competition or non-solicitation covenant in connection with such Approved Sale. Subject to the foregoing, the Significant Interest Holders, the Plan Sponsor and the Management Stockholders shall enter into any reasonable indemnification or contribution or other agreement reasonably requested by the Approving Party to ensure compliance with this Section 3.2.5 Each Securityholder shallof the Significant Interest Holders, only the Plan Sponsor and the Management Stockholders shall pay its pro rata share of the third party expenses (i.e., not payable to the Plan Sponsor or its Affiliates or Related Funds) (unless otherwise agreed by such Stockholder, by deducting such Stockholder’s pro rata share of such expenses from such Stockholder’s proceeds from such Approved Sale) incurred by the Company and Stockholders pursuant to an Approved Sale to the extent such expenses are incurred for the benefit of such Securityholder’s Pro Rata Percentage thereof, indemnify the Company or all Stockholders (including the costs and defend expenses (including reasonable attorneys’ fees and expenses) of the Representative and hold Company or the Representative harmless against any Loss, damage, cost, Liability or expense actually Approving Party incurred without fraud, gross negligence or willful misconduct by the Representative and arising out of or in connection with enforcing or implementing the acceptanceterms and provisions of this Section 3.2, performance or administration of the Representative’s duties under this Agreement. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders based on each extent not reimbursed by a party against whom such Person’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled terms and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments provisions are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities and, upon the request of any Securityholder, shall provide such Securityholder with an accounting of all expenses and Liabilities paidenforced).

Indemnification; Expenses. Each Securityholder The Company Securityholders shall, only to the extent of such Securityholder’s severally in accordance with their Pro Rata Percentage thereofShare, indemnify and defend the Representative and hold the Representative harmless against any Lossreasonable, damagedocumented, costand out-of-pocket losses, Liability liabilities and expenses (collectively, the “Representative Expenses”) arising out of or expense actually incurred without in connection with this Agreement and any related agreements, in each case as such Representative Expense is suffered or incurred; provided that in the event that any such Representative Expense is finally adjudicated to have been caused by the fraud, gross negligence or willful misconduct of the Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Representative Expense to the extent attributable to such fraud, gross negligence or willful misconduct. Representative Expenses may be recovered by the Representative from (i) the funds in the Representative Holdback Amount and arising out (ii) any other funds that become payable to the Company Securityholders under this Agreement at such time as such amounts would otherwise be distributable to the Company Securityholders; provided that while the Representative may be paid from the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Expenses as they are suffered or in connection with incurred. In no event will the acceptance, performance or administration Representative be required to advance its own funds on behalf of the Representative’s duties under Company Securityholders or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the termination of this Agreement. Any expenses The Representative shall have no duties or taxable income incurred obligations hereunder, including any fiduciary duties, expect those set forth herein, and such duties and obligations shall be determined solely by the Representative in connection with the performance express provisions of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders based on each such Person’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities and, upon the request of any Securityholder, shall provide such Securityholder with an accounting of all expenses and Liabilities paid.

Indemnification; Expenses. Each Securityholder shall, only to the extent of such Securityholder’s Pro Rata Percentage thereof, (i) The Sellers shall indemnify and defend the Seller Representative and hold the Seller Representative harmless against any Lossall losses, damagedamages, costliabilities, Liability or expense actually claims, demands, suits, judgments, penalties, fines, costs and expenses, including reasonable attorneys’ fees, court costs, sales and use taxes and all expenses even if not taxable as court costs, incurred without fraud, gross negligence bad faith or willful misconduct fraud by the Seller Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Seller Representative’s duties under this Agreement. Agreement (collectively, the “Seller Representative Liabilities”). (ii) Any expenses or taxable income incurred by the Seller Representative in connection with the performance of its duties under this Agreement or any other Transaction Document shall not be the personal obligation obligations of the Seller Representative but shall be payable by and attributable to the Securityholders based on each such Person’s Pro Rata PercentageSellers, pro-rata between them. Notwithstanding anything to the contrary in this Agreement, the Seller Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Seller Representative Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Seller Representative (including amounts delivered to the Seller Representative on behalf of or for the benefit of any Seller) pursuant to this Agreement. Additionally, in connection with Agreement or any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually madeother Transaction Document. The Seller Representative may also from time to time submit invoices to the Securityholders covering Sellers with respect to any of the Seller Representative Liabilities, which shall be paid by each Seller promptly following the delivery of each such expenses and Liabilities and, upon invoice to the Sellers. Upon the request of any SecurityholderSeller, the Seller Representative shall provide such Securityholder Seller with an accounting of all expenses and of the Seller Representative Liabilities paidincurred, as of such time, by the Seller Representative.

Indemnification; Expenses. Each The Representative may use the Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Representative acting in its capacity as such. Without limiting the foregoing sentence, each Securityholder shall, severally and not jointly and only to the extent of such Securityholder’s 's Pro Rata Percentage thereof, indemnify and defend the Representative and hold the Representative harmless against any Lossand all losses, damageliabilities, costdamages, Liability or claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense actually incurred without fraudof document location, gross negligence or willful misconduct by the duplication and shipment) (collectively, "Representative and Losses") arising out of or in connection with the acceptance, performance or administration of the Representative’s 's duties under this AgreementAgreement and the agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Representative by the Securityholders, any such Representative Losses may be recovered by the Representative from (i) the Representative Amount, and (ii) the amounts in the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Securityholders; provided, that while this section allows the Representative to be paid from the Representative Amount and the Escrow Fund, this does not relieve the Securityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to advance its own funds on behalf of the Securityholders or otherwise. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders based on each such Person’s 's Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Representative pursuant to this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Representative in connection with the performance of its duties hereunder, the Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities andRepresentative Losses, upon which shall be paid by the Securityholders promptly following the receipt thereof on a pro rata basis based on their respective Pro Rata Percentages. Upon the request of any Securityholder, the Representative shall provide such Securityholder with an accounting of all expenses Representative Losses paid by the Representative in its capacity as such. The Securityholders acknowledge and Liabilities paidagree that the foregoing indemnities will survive the resignation or removal of the Representative or the termination of this Agreement.

Indemnification; Expenses. Each Securityholder The Member Representative may use the Representative Amount to pay any fees, costs, expenses or other obligations incurred by the Member Representative acting in its capacity as such. Without limiting the foregoing, each Member shall, only to the extent of such Securityholder’s Pro Rata Member's Percentage thereof, indemnify and defend the Member Representative and hold the Member Representative harmless against any Loss, damage, cost, Liability or expense actually incurred without fraud, gross negligence or willful misconduct Fraud by the Member Representative (as determined in a final and non-appealable judgment of a court of competent jurisdiction) and arising out of or in connection with the acceptance, performance or administration of the Member Representative’s 's duties under this Agreement. Any expenses or taxable income incurred by the Member Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Member Representative but shall be payable by and attributable to the Securityholders Members based on each such Person’s Pro Rata Member's Percentage. Notwithstanding anything to the contrary in this Agreement, the Member Representative shall be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Member Representative in connection with the performance of its duties hereunder from amounts actually delivered to the Member Representative for the benefit of the Members pursuant to this Agreement; provided that none of Acquiror, the Blocker Merger Subs or the Company Merger Sub shall be deemed not to have satisfied any of its obligations contemplated by this Agreement as a result of such set off or deduction. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by the Member Representative in connection with the performance of its duties hereunder, the Member Representative shall be entitled and is hereby granted the right to direct any funds that would otherwise be actually payable to the Securityholders Members from the Escrow Account Fund to itself no earlier than the date such payments are actually made. The Member Representative may also from time to time submit invoices to the Securityholders Members covering such expenses and Liabilities andLiabilities, upon which shall be paid by the Members promptly following the receipt thereof based on their respective Liability Percentage. Upon the request of any SecurityholderMember, the Member Representative shall provide such Securityholder Member with an accounting of all expenses and Liabilities paidpaid by the Member Representative in its capacity as such.

Indemnification; Expenses. Each Securityholder Interest Holder shall, only to the extent of such Securityholder’s their Pro Rata Percentage thereofof funds available from the Representative Amount and the Escrow Account (it being acknowledged and agreed that funds will only be available to the Representative from the Escrow Account at such time as any remaining amounts in the Escrow Account would otherwise be distributable to the Interest Holders under this Agreement), indemnify and defend the Representative and hold the Representative harmless against any Lossand all losses, damageliabilities, costdamages, Liability or claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense actually incurred without fraudof document location, gross negligence or willful misconduct by the duplication and shipment) (collectively, “Representative and Losses”) arising out of or in connection with the acceptance, or performance or administration of the Representative’s duties under this AgreementAgreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is adjudicated to have been directly caused by the gross negligence or willful misconduct of the Representative, the Representative will reimburse the Interest Holders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Any expenses or taxable income incurred by the Representative in connection with the performance of its duties under this Agreement shall not be the personal obligation of the Representative but shall be payable by and attributable to the Securityholders Interest Holders based on each such Person’s Pro Rata Percentage. Notwithstanding anything to the contrary in this Agreement, the Any such Representative shall Losses may be entitled and is hereby granted the right to set off and deduct any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred recovered by the Representative from (i) the funds in connection with the performance of its duties hereunder from Representative Amount and (ii) the amounts actually delivered in the Escrow Account but solely at such time as any remaining amounts in the Escrow Account would otherwise be distributable to the Representative pursuant to Interest Holders under this Agreement. Additionally, in connection with any unpaid or non-reimbursed expenses and unsatisfied Liabilities incurred by In no event will the Representative in connection with be required to advance its own funds on behalf of the performance Interest Holders or otherwise. The Interest Holders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of its duties hereunder, the Representative shall be entitled and is hereby granted or the right to direct any funds that would otherwise be actually payable to the Securityholders from the Escrow Account to itself no earlier than the date such payments are actually made. The Representative may also from time to time submit invoices to the Securityholders covering such expenses and Liabilities and, upon the request termination of any Securityholder, shall provide such Securityholder with an accounting of all expenses and Liabilities paidthis Agreement.