Indemnification of the Buyer Indemnified Parties. (a) Subject to the limitations set forth in this Article VIII, the Stockholder Indemnifying Parties hereby agree on a several and not joint basis (except with respect to amounts to be recovered under the Indemnification Escrow Amount), to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Buyer Indemnified Party, resulting from, arising in connection with or related to (i) any breach or inaccuracy of a representation or warranty made by the Company contained in this Agreement or any of the Transaction Documents, (ii) any omission or inaccuracy with respect to the Allocation Statement delivered to Buyer by the Company pursuant to Section 3.2, (iii) any breach of any covenant made by the Company in this Agreement or the Transaction Documents, (iv) any claim brought by any current, former or putative equityholder or option holder of the Company with respect to equity or options of the Company, including with respect to any Dissenting Share Payments, and any Losses incurred by Buyer under Section 6.6 of this Agreement, (v) any Indemnified Taxes, (vi) any claim brought by any current, former or putative equityholder or Optionholder with respect to the calculations and determinations set forth on the Allocation Statement, including with respect to any claim that such calculations and determinations (A) are in conflict with the requirements of the Company’s Certificate of Incorporation, the Equity Plan, applicable Law or any applicable agreements to which the Company is a party, and (B) were not properly, accurately or completely updated as of the Closing, (vii) any Debt or Company Transaction Expenses to the extent not paid at or prior to Closing or included in the determination of Merger Consideration or the Earn-Outs; (viii) any omission or inaccuracy with respect to the Earn-Out Spreadsheet delivered to Buyer by the Stockholders’ Representative pursuant to Section 3.3(i) and (ix) fraud with the intent to deceive as determined under Delaware Law on the part of the Company, its board of directors or officers committed or made in connection with this Agreement and the Transactions (“Fraud”). For the avoidance of doubt, Buyer shall not be required to show reliance on any particular representation or warranty in order to make an indemnity claim pursuant to Section 8.2(a)(i).
Indemnification of the Buyer Indemnified Parties. Subject to the limitations set forth in this Article IX, from and after the Closing, the Seller shall indemnify and hold harmless, to the fullest extent permitted by Law, the Buyer and its directors, employees, officers and Affiliates (including the Company and its Subsidiaries) and their respective successors and assigns (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any and all Losses to the extent arising out of or incurred as a result of any of the following:
Indemnification of the Buyer Indemnified Parties. (a) Subject to the limitations set forth herein, Seller hereby agree, severally and not jointly, to indemnify, defend and hold harmless Buyer and its Affiliates, officers, directors, stockholders, managers, members, partners, employees, Representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) from and against and pay on behalf of or reimburse any such Buyer Indemnified Party in respect of the entirety of any Loss which such Buyer Indemnified Party may suffer, sustain or become subject to, as a result of, arising out of, relating to or in connection with the breach or inaccuracy of any representation or warranty contained in Article II of this Agreement, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers set forth in such representation or warranty for purposes of determining whether there is a breach and the Losses resulting from, arising out of or relating to such breach. Stock Purchase Agreement 22
Indemnification of the Buyer Indemnified Parties. (a) Each Shareholder, jointly and severally, agrees to indemnify and hold harmless Buyer and each of its officers, directors, shareholders, agents, employees, successors and assigns (collectively, the “Buyer Indemnified Parties”) in respect of all expenses, losses, penalties, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) (collectively, the “Indemnifiable Damages”) incurred or suffered by any such Buyer Indemnified Party resulting from:
Indemnification of the Buyer Indemnified Parties. (i) If the Transactions are consummated, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(a)(i) until (A) the aggregate dollar amount for an individual Loss or group of related Losses, directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), exceeds [***] the “Minor Claims Amount”), and (B) the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained by the Buyer Indemnified Parties (or any of them), subject to satisfaction of the Minor Claims Amount, exceeds, at any time, an amount equal to the product of (x) [***] multiplied by (x) the sum of the Base Purchase Price plus the aggregate Earn-Out Payments paid at such time (the “Threshold”), and if the aggregate amount of such indemnifiable Losses exceeds the Threshold as in effect at such time, then the Buyer Indemnified Parties shall be entitled to indemnification for all such Losses in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(a)(i), subject to the other limitations and qualifications set forth in this Article VIII.
Indemnification of the Buyer Indemnified Parties. (a) Subject to the other terms and conditions of this Agreement, from and after the Closing, the Parent Parties, and each of their Affiliates (including at and following the Closing, the Company) and their respective Representatives, stockholders, members, managers, successors, assigns and controlling Persons of any of the foregoing (each a “Buyer Indemnified Party”) shall be held harmless, indemnified and defended by Seller for any Losses arising from or relating to (i) any inaccuracy in or breach of any representation or warranty of Seller contained in Article III or any certificates to be delivered pursuant to Section 2.2(b)(i) or Section 6.2(c), (ii) any breach or non-fulfillment of any covenant, agreement, or obligations to be performed by Seller contained herein, or (iii) any Pre-Closing Taxes.
Indemnification of the Buyer Indemnified Parties. From and after the Closing, Seller will indemnify and hold harmless the Buyer Indemnified Parties from and against all Losses from Third-Party Claims (as defined below) arising out of or relating to a breach of 45
Indemnification of the Buyer Indemnified Parties for matters related to the Company. Subject to the other terms of this Article VII, from and after the Closing, each Seller severally and not jointly in accordance with its Pro Rata Share (but subject to the provisions in clause (viii) below) agrees to indemnify, defend and hold harmless the Buyer, its controlled Affiliates (including, after the Closing, the Company and the Subsidiaries) and all of their respective officers, managers, directors, equityholders (other than equityholders of the Buyer), employees and agents (the “Buyer Indemnified Parties”) from and against any and all Losses incurred or suffered by any Buyer Indemnified Parties (regardless of whether such Losses relate to any Third Party Action or any claim or conduct of any third party) arising out of, resulting from or constituting:
Indemnification of the Buyer Indemnified Parties. (a) From and after the Closing, subject to the limitations set forth in this Article XIV, each Seller hereby agrees, jointly and severally to the extent of any recovery from the Escrow Amount and otherwise on a several basis, to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Losses sustained or incurred by any Buyer Indemnified Party, resulting from or arising out of (i) any inaccuracy of a representation or warranty made in Articles III, IV, V or VI as of the Agreement Date or as of the Closing Date as if made on such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, which need be so true and correct only as of such specified date), (ii) any breach of any covenant or agreement in this Agreement that, by its terms, contemplates or provides for performance by any Meritas Party prior to the Effective Time, (iii) any breach of a covenant or agreement made by any Seller or its Affiliates (after the Closing) in this Agreement that contemplates performance after the Closing, (iv) any inaccuracies in the Closing Purchase Price Allocation Schedule and any claims from the Sellers (including the Meritas Members) relating to, or arising out of, the allocation and payment of the Purchase Price and (v) the Reorganization. For purposes of this Section 14.3(a), full effect shall be given to any “material,” materiality,” “in all material respects,” “Material Adverse Effect” or qualifications of similar import contained in a Meritas Party’s representations and warranties for purposes of determining whether an inaccuracy in or breach thereof has occurred, but if an inaccuracy or breach has occurred, such qualifications therein shall not be given effect for purposes of calculating the Losses incurred by any Buyer Indemnified Party.
Indemnification of the Buyer Indemnified Parties. 59 8.2 Indemnification of the Seller Indemnified Parties 59 8.3 Limitations 59
