Common use of Indemnification of the Purchaser Clause in Contracts

Indemnification of the Purchaser. The Company will indemnify and hold the Purchaser and its directors, officers, shareholders, members, managers, partners, employees, agents, successors and assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, managers, members, partners, employees, agents, successors and assigns (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person (each, an “Indemnified Person”) harmless from and against any and all losses, liabilities, deficiencies, suits, actions, causes of action, assessments, fines, obligations, claims, contingencies, damages, costs, interest, awards, penalties and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and expenses and costs of investigation, preparation and defense that any such Indemnified Person may suffer or incur as a result of (i) any breach of or inaccuracy in any of the representations or warranties made by the Company in this Agreement, (ii) any breach or default in performance of any of the covenants or agreements made by the Company in this Agreement, or (iii) any action instituted against an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company who is not an Affiliate of such Indemnified Person, with respect to any of the transactions contemplated by this Agreement. The Company will not be liable to any Indemnified Person under this Agreement to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Indemnified Person in this Agreement.

Indemnification of the Purchaser. The In addition to the indemnity provided in Section 4.23 of this Agreement, if any, the Company will and each of the Major Shareholders, jointly and severally, shall indemnify and hold the Purchaser and its directors, officers, shareholders, members, managers, partners, employees, agents, successors agents and assigns investment advisers (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, managersagents, members, partners, employees, agents, successors agents and assigns investment advisers (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person person (each, an “Indemnified Person”) harmless from and against any and all lossesdamages, liabilities, deficiencies, suits, actions, causes of action, assessments, fines, obligations, claims, contingencies, damages, costs, interest, awards, penalties costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and expenses and costs of investigation, preparation and defense investigation that any such Indemnified Person may suffer or incur as a result (collectively, “Losses”) of (i) any breach of or inaccuracy in any of the representations or warranties made by the Company in this Agreementrepresentations, (ii) any breach or default in performance of any of the warranties, covenants or agreements made by the Company or the Major Shareholders in this AgreementAgreement or in the other Transaction Documents, or (iiiii) any action Proceeding instituted against an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company or other third party who is not an Affiliate of such Indemnified Person, with respect to any of the transactions contemplated by this Agreement. The , or (iii) any Proceeding involving the Company will not be liable arising out of or related to any Indemnified Person under this Agreement event, fact, change, occurrence, development or condition prior to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Indemnified Person in this AgreementClosing.

Indemnification of the Purchaser. The Subject to this Section 4.4, the Company will indemnify and hold the Purchaser and its directors, officers, shareholders, members, managers, partners, employees, agents, successors employees and assigns agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, managersagents, members, partners, employees, agents, successors and assigns partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person (each, an “Indemnified Person”the "Purchaser Party") harmless from and against any and all losses, liabilities, deficiencies, suits, actions, causes of action, assessments, fines, obligations, claims, contingencies, damages, costs, interest, awards, penalties costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and expenses and costs of investigation, preparation and defense investigation that any such Indemnified Person Purchaser Party may suffer or incur incur, as a result of (i) or relating to third party claims against Purchaser relating to any breach of or inaccuracy in any of the representations or warranties made by the Company in this Agreement, (ii) any breach or default in performance of any of the representations, warranties, covenants or agreements made by the Company in this Agreement, Agreement or (iii) any action instituted against an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company who is not an Affiliate of such Indemnified Person, with respect to any of the transactions contemplated by this Agreementother Transaction Documents. The Company will not be liable to any Indemnified Person Purchaser Party under this Agreement to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Person’s the Purchaser Party's breach of any of the representations, warranties, covenants or agreements made by such Indemnified Person the Purchaser Party in this AgreementAgreement or in the other Transaction Documents.

Indemnification of the Purchaser. The Company will indemnify and hold the Purchaser and its directors, officers, shareholdersstockholders, members, managers, partners, employees, agents, successors employees and assigns agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and or Section 20 of the Exchange Act), and the directors, officers, shareholdersstockholders, managersagents, members, partners, employees, agents, successors and assigns partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person (each, an a “Indemnified PersonPurchaser Party”) harmless from and against any and all losses, liabilities, deficiencies, suits, actions, causes of action, assessments, fines, obligations, claims, contingencies, damages, costs, interest, awards, penalties costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and expenses and costs of investigation, preparation and defense investigation that any such Indemnified Person Purchaser Party may suffer or incur as a result of (i) any breach of or inaccuracy in any of the representations or warranties made by the Company in this Agreementrepresentations, (ii) any breach or default in performance of any of the warranties, covenants or agreements made by the Company in this Agreement, Agreement or (iiiii) any action instituted against an Indemnified Person a Purchaser Party in any capacity, or any of them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such Indemnified PersonPurchaser Party, with respect to any of the transactions contemplated by this Agreement. The Company will not be liable to any Indemnified Person Purchaser Party under this Agreement to the extent, but only to the extent extent, that a loss, claim, damage or liability is attributable to any Indemnified PersonPurchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Indemnified Person Purchaser Party in this AgreementAgreement or attributable to the gross negligence or willful misconduct on the part of such Purchaser Party.

Indemnification of the Purchaser. The Company will indemnify and hold the Purchaser and its directors, officers, shareholders, members, managers, partners, employees, agents, successors employees and assigns agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, managersagents, members, partners, employees, agents, successors employees and assigns agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person person (each, an “Indemnified Person”) harmless from and against any and all losses, liabilities, deficiencies, suits, actions, causes of action, assessments, fines, obligations, claims, contingencies, damages, costs, interest, awards, penalties costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and expenses and costs of investigation, preparation and defense investigation that any such Indemnified Person may suffer or incur as a result of (i) any breach of or inaccuracy in any of the representations or warranties made by the Company in this Agreementrepresentations, (ii) any breach or default in performance of any of the warranties, covenants or agreements made by the Company in this Agreement, Agreement or (iiiii) any action instituted against an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any shareholder of the Company who is not an Affiliate of such Indemnified Person, with respect to any of the transactions contemplated by this Agreement. The Company will not be liable to any Indemnified Person under this Agreement to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Indemnified Person in this Agreement.

Indemnification of the Purchaser. The Subject to this Section 4.8, the Company will indemnify and hold the Purchaser and its directorsmanagers, officers, shareholders, members, managers, partners, employees, agents, successors employees and assigns agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, managersagents, members, partners, employees, agents, successors and assigns partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Person (each, an a “Indemnified PersonPurchaser Party”) harmless from and against any and all losses, liabilities, deficiencies, suits, actions, causes of action, assessments, fines, obligations, claims, contingencies, damages, costs, interest, awards, penalties costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and expenses and costs of investigation, preparation and defense investigation that any such Indemnified Person the Purchaser Party may suffer or incur incur, as a result of, relating to or arising out of (ia) any breach of or inaccuracy in any of the representations or warranties made by the Company in this Agreementrepresentations, (ii) any breach or default in performance of any of the warranties, covenants or agreements made by the Company in this Agreement, Agreement or in the other Golisano Investment Documents or (iiib) any action instituted against an Indemnified Person the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any shareholder stockholder of the Company who is not an Affiliate of such Indemnified PersonPurchaser Party, with respect to any of the transactions contemplated by this Agreement. The Company will not be liable the Golisano Investment Documents (except to any Indemnified Person the extent such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under this Agreement to or in the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Indemnified Person’s breach of any of the other Golisano Investment Documents). The representations, warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by a Purchaser Party, shall not be limited or agreements otherwise affected by or as a result of any information furnished to, or any investigation made by such Indemnified Person in this Agreementor knowledge of, any Purchaser Party or any representative of any Purchaser Party.