Common use of Indemnity; Costs and Expenses Clause in Contracts

Indemnity; Costs and Expenses. Each Seller shall, severally and not jointly, in proportion to the portion of the Closing Date Cash Consideration then previously received by such Sellers (or if no portion of the Closing Date Cash Consideration has been paid, in proportion to the portion of the Closing Date Cash Consideration to which such Seller is entitled), indemnify, hold harmless and defend the Holder Representative (and its directors, officers, employees, shareholders, agent and representatives) against any Damages incurred without fraud, gross negligence or willful misconduct by the Holder Representative and arising out of or in connection with the acceptance, performance or administration of the Holder Representative’s duties under this Agreement. Any Damages (including costs of defending claims prior to the final adjudication or settlement of such claims) incurred by the Holder Representative in connection with the acceptance, performance and administration of its duties as the Holder Representative pursuant to this Agreement (including the hiring of legal counsel, accountants or auditors and other advisors pursuant to the terms of this Agreement, but excluding any of the foregoing arising out of the Holder Representative’s fraud, gross negligence or willful misconduct) and all fees payable hereunder to the Holder Representative by the Sellers (“Holder Representative’s Costs”) shall be paid as follows: (i) first by recourse to the Holder Representative’s Fund, if any; and (ii) if such amounts are insufficient to pay such Holder Representative’s Costs, then by recourse directly to the Sellers (in proportion to the portion of the Closing Date Cash Consideration then previously received by each such Seller (or if no portion of the Closing Date Cash Consideration has been paid, in proportion to the portion of the Closing Date Cash Consideration to which such Seller is entitled).

Indemnity; Costs and Expenses. Each Seller Equityholder shall, severally and not jointly, in proportion to the portion of the Purchase Price-To Owners at Closing Date Cash Consideration then previously received by such Sellers (or if no portion of the Closing Date Cash Consideration has been paid, in proportion to the portion of the Closing Date Cash Consideration to which such Seller Equityholder is entitled), indemnify, hold harmless indemnify and defend the Holder Equityholders’ Representative (and its directors, officers, employees, shareholders, agent and representatives) hold the Equityholders’ Representative harmless against any Damages loss, damage, cost, Liability or expense incurred without fraud, gross negligence or willful misconduct by the Holder Equityholders’ Representative and arising out of or in connection with the acceptance, performance or administration of the Holder Equityholders’ Representative’s duties under this Agreement. Any Damages Liabilities, losses, penalties, fines, claims, damages, out-of-pocket costs or expenses (including costs of defending claims prior to the final adjudication or settlement of such claims) incurred by or reasonably expected to be incurred by the Holder Equityholders’ Representative in connection with the acceptance, performance and administration of its his or her duties as the Holder Equityholders’ Representative pursuant to this Agreement (including the hiring of legal counsel, accountants or auditors and other advisors pursuant to the terms of this Agreement, Agreement but excluding any of the foregoing arising out of the Holder Equityholders’ Representative’s fraud, gross negligence or willful misconduct) and all fees payable hereunder to the Holder Representative by the Sellers (“Holder Representative’s Costs”) shall be paid as follows: (i) first by recourse to the Holder Representative’s Fundany Future Payment Amounts distributable to Equityholders, if anyTBP Participants and SBP Participants; and (ii) if such amounts are insufficient to pay such Holder Equityholders’ Representative’s Costscosts, then by recourse directly to the Sellers Equityholders (in proportion to the portion of the Purchase Price-To Owners at Closing Date Cash Consideration then previously received by each such Seller (or if no portion of the Closing Date Cash Consideration has been paid, in proportion to the portion of the Closing Date Cash Consideration to which such Seller is Equityholder (or its predecessor) was entitled).

Indemnity; Costs and Expenses. Each Seller Equityholder shall, severally and not jointly, in proportion to the portion of the Closing Date Cash Merger Consideration plus the Equityholders’ Representative’s Fund Amount, if any, then previously received by such Sellers Equityholder (or if no portion of the Closing Date Cash Merger Consideration and the Equityholders’ Representative’s Fund Amount has been paid, in proportion to the portion of the Closing Date Cash Consideration Payment Amount to which such Seller Equityholder is entitled), indemnify, hold harmless indemnify and defend the Holder Equityholders’ Representative (and its directors, officers, employees, shareholders, agent and representatives) hold the Equityholders’ Representative harmless against any Damages loss, damage, cost, Liability or expense incurred without fraud, gross negligence or willful misconduct by the Holder Equityholders’ Representative and arising out of or in connection with the acceptance, performance or administration of the Holder Equityholders’ Representative’s duties under this Agreement. Any Damages Liabilities, losses, penalties, fines, claims, damages, out-of-pocket costs or expenses (including costs of defending claims prior to the final adjudication or settlement of such claims) incurred by or reasonably expected to be incurred by the Holder Equityholders’ Representative in connection with the acceptance, performance and administration of its his or her duties as the Holder Equityholders’ Representative pursuant to this Agreement (including the hiring of legal counsel, accountants or auditors and other advisors pursuant to the terms of this Agreement, Agreement but excluding any of the foregoing arising out of the Holder Equityholders’ Representative’s fraud, gross negligence or willful misconduct) and all fees payable hereunder (including the compensation set forth in Section 8.1(g)) to the Holder Equityholders’ Representative by the Sellers Equityholders (“Holder Representative’s Equityholder Representatives’ Costs”) ), shall be paid as follows: (i) first by recourse to the Holder Representative’s Equityholder Representatives’ Fund, if any; and (ii) if such amounts held in the Equityholder Representatives’ Fund are insufficient to pay for such Equityholder Representatives’ Costs, then by recourse to any Future Payment Amounts distributable to Equityholders; and (iii) if such amounts are insufficient to pay such Holder Representative’s Equityholder Representatives’ Costs, then by recourse directly to the Sellers Equityholders (in proportion to the portion of the Closing Date Cash Merger Consideration plus the Equityholder Representatives’ Fund Amount, if any, then previously received by each such Seller (Equityholder, or if no portion of the Closing Date Cash Merger Consideration and Equityholder Representatives’ Fund Amount has been paid, in proportion to the portion of the Closing Date Cash Consideration Payment Amount to which such Seller Equityholder is entitled).

Indemnity; Costs and Expenses. Each Seller shall, severally only to the extent of and not jointly, in proportion to the portion of the Closing Date Cash Transaction Consideration then previously received by such Sellers (or if no portion of the Closing Date Cash Consideration has been paidSeller, in proportion to the portion of the Closing Date Cash Consideration to which such Seller is entitled), indemnify, hold harmless indemnify and defend the Holder Sellers’ Representative (and its directors, officers, employees, shareholders, agent and representatives) hold the Sellers’ Representative harmless against any Damages loss, damage, cost, liability or expense incurred without fraud, gross negligence or willful misconduct by the Holder Sellers’ Representative and arising out of or in connection with the acceptance, performance or administration of the Holder Sellers’ Representative’s duties under this Agreement. Any Damages (including liabilities, losses, penalties, fines, claims, damages, out-of-pocket costs of defending claims prior or expenses incurred by or reasonably expected to the final adjudication or settlement of such claims) be incurred by the Holder Sellers’ Representative in connection with the acceptance, performance and administration of its his or her duties as the Holder Sellers’ Representative pursuant to this Agreement (including the hiring of legal counsel, accountants or auditors and other advisors pursuant to the terms of this Agreement, Agreement but excluding any of the foregoing arising out of the Holder Sellers’ Representative’s fraud, gross negligence or willful misconduct) and all fees payable hereunder to the Holder Sellers’ Representative by the Sellers (“Holder Sellers’ Representative’s Costs”) ), shall be paid as follows: (i) first by recourse to the Holder Sellers’ Representative’s Fund, if any; and (ii) if such amounts are insufficient to pay such Holder Sellers’ Representative’s Costs, then by recourse to the Subsequent Consideration that becomes payable to the Sellers; and (iii) if such amounts are insufficient to pay such Sellers’ Representative’s Costs, then by recourse directly to the Sellers (in proportion to the pro rata portion of the Closing Date Cash Transaction Consideration then previously otherwise to be received by each such Seller (or if no portion of the Closing Date Cash Consideration has been paid, in proportion to the portion of the Closing Date Cash Consideration to which such Seller is entitledSellers).

Indemnity; Costs and Expenses. Each Seller shall, severally and not jointlyjointly (sans solidarité), in proportion to the portion of the Closing Date Cash Consideration then previously received by such Sellers (or if no portion of the Closing Date Cash Consideration has been paid, in proportion to the portion of the Closing Date Cash Consideration to which such Seller is entitled), indemnify, hold harmless and defend the Holder Representative (and its directors, officers, employees, shareholders, agent and representatives) against any Damages incurred without fraud, gross negligence or willful misconduct by the Holder Representative and arising out of or in connection with the acceptance, performance or administration of the Holder Representative’s duties under this Agreement. Any Damages (including costs of defending claims prior to the final adjudication or settlement of such claims) incurred by the Holder Representative in connection with the acceptance, performance and administration of its duties as the Holder Representative pursuant to this Agreement (including the hiring of legal counsel, accountants or auditors and other advisors pursuant to the terms of this Agreement, but excluding any of the foregoing arising out of the Holder Representative’s fraud, gross negligence or willful misconduct) and all fees payable hereunder to the Holder Representative by the Sellers (“Holder Representative’s Costs”) shall be paid as follows: (i) first by recourse to the Holder Representative’s Fund, if any; and (ii) if such amounts are insufficient to pay such Holder Representative’s Costs, then by recourse directly to the Sellers (in proportion to the portion of the Closing Date Cash Consideration then previously received by each such Seller (or if no portion of the Closing Date Cash Consideration has been paid, in proportion to the portion of the Closing Date Cash Consideration to which such Seller is entitled).