Common use of By the Shareholders Clause in Contracts

By the Shareholders. In connection with the registration under the Securities Act of the HIE Common Stock of the Shareholders pursuant to this Section 3, the Shareholders receiving such HIE Common Stock shall, severally, indemnify and hold harmless HIE, each of its directors, each of its officers who have signed such Registration Statement and each other person, if any, who controls HIE within the meaning of Section 15 of the Securities Act, and each other Shareholder and each controlling person of such Shareholders against any Losses to which such indemnified party may become subject under the Securities Act or otherwise, but only to the extent such Losses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any of the Disclosure Documents or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with written information furnished to HIE by such indemnifying party for use therein; (ii) the use by such indemnifying party of any Prospectus after such time as HIE has advised such indemnifying party in writing that the filing of a post-effective amendment or supplement thereto is required, except the Prospectus as so amended or supplemented, or after such time as the obligation of HIE to keep the Registration Statement effective and current has expired, or (iii) any information given or representation made by such indemnifying party in connection with the sale of HIE Common Stock which is not contained in and not in conformity with the Prospectus (as amended or supplemented at the time of the giving of such information or making of such representation); and such indemnifying party shall reimburse each such indemnified party for all legal and other expenses reasonably incurred by such party in investigating or defending against any such claims, whether or not resulting in any liability, or in connection with any investigation or proceeding by any governmental agency or instrumentality relating to any such claims with respect to any offering of securities pursuant to this Section 3.

By the Shareholders. In connection with the registration under the Securities Act of the HIE Common Stock of the The Shareholders pursuant to this Section 3shall indemnify, the Shareholders receiving such HIE Common Stock shall, severally, indemnify save and hold harmless HIEthe Parent, the Acquiror, the Surviving Corporation and their respective Affiliates and Subsidiaries and each of its directorstheir respective Representatives (collectively, each the "Shareholders' Indemnified Parties"), from and against any and all costs, losses, Liabilities, Liens, obligations, damages, lawsuits, deficiencies, claims, demands and expenses (whether or not arising out of its officers who have signed such Registration Statement third-party claims), including without limitation interest, penalties, costs of mitigation, losses in connection with or arising out of CERCLA, any equivalent state statute or any other Environmental Law (including without limitation any clean-up, remedial correction or responsive action), damages to the Environment, attorneys' fees and each other personall amounts paid in investigation, if any, who controls HIE within the meaning defense or settlement of Section 15 any of the Securities Actforegoing (herein, and each other Shareholder and each controlling person of such Shareholders against any Losses to which such indemnified party may become subject under the Securities Act "Damages"), incurred in connection with, arising out of, resulting from or otherwise, but only to the extent such Losses arise out of or are based upon incident to: (i) any untrue statement or alleged untrue statement Breach of any material fact contained representation or warranty made by any Shareholder or the Target in any of Transaction Document or in any certificate delivered by, or on behalf of, a Shareholder or the Disclosure Documents Target in connection herewith or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with written information furnished to HIE by such indemnifying party for use thereintherewith; (ii) the use by such indemnifying party any Breach of any Prospectus after such time as HIE has advised such indemnifying party covenant or agreement made by any Shareholder or the Target in writing that the filing of a post-effective amendment or supplement thereto is required, except the Prospectus as so amended or supplemented, or after such time as the obligation of HIE to keep the Registration Statement effective and current has expired, or any Transaction Document; (iii) any information given Damages of any nature (absolute, accrued, contingent, asserted, unasserted or representation made by such indemnifying party in connection with otherwise) of any Shareholder, the sale of HIE Common Stock which is not contained in and not in conformity with the Prospectus (as amended Target or supplemented at the time any ERISA Affiliate of the giving Target arising under or related to any Plan or Other Benefit Obligation to the extent that such Liability is caused by actions or events occurring before the Closing; (iv) any Liability arising out of CERCLA, any equivalent state statute or any other Environmental Law, except to the extent that such information Liability is caused by actions or making events occurring at a Facility after the Closing; (v) any products or services sold by the Target prior to the Closing, and (vi) any Damages of such representation); any nature (absolute, accrued, contingent, asserted, unasserted or otherwise and such indemnifying party shall reimburse each such indemnified party for all legal including, without limitation, in respect of penalties and other expenses reasonably incurred by such party in investigating or defending against any such claims, whether or not resulting in any liability, interest) arising as a result of or in connection with (x) any investigation unpaid Taxes (whether or proceeding by not disclosed on the Disclosure Schedules and including, without limitation, the unpaid Taxes reflected on the Preliminary Title Report) of Xxxxx X. Xxxxxxxxxx or his spouse and/or (y) any governmental agency Encumbrances related thereto or instrumentality relating to any such claims with respect to any offering of securities resulting therefrom. The indemnification obligations pursuant to this clause (vi) of the immediately preceding sentence shall be in addition to and shall in no way limit the indemnification obligations contained in Section 310.3 or otherwise.

By the Shareholders. In connection with Subject to the registration under terms and conditions of this SECTION 11, Seller, and each Shareholder jointly and severally, hereby agree to indemnify, defend and hold harmless Buyer, OSI, the Securities Act Partnership, each Partnership Subsidiary and each of their respective directors, officers, employees and Affiliates (hereinafter "Buyer's Indemnitees"), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer's Indemnitees or the HIE Common Stock of the Shareholders Partnership Interest transferred to Buyer pursuant to this Section 3Agreement, the Shareholders receiving such HIE Common Stock shalldirectly or indirectly, severallyby reason of, indemnify and hold harmless HIE, each of its directors, each of its officers who have signed such Registration Statement and each other person, if any, who controls HIE within the meaning of Section 15 of the Securities Act, and each other Shareholder and each controlling person of such Shareholders against any Losses to which such indemnified party may become subject under the Securities Act or otherwise, but only to the extent such Losses arise arising out of or are based upon resulting from (a) the inaccuracy or breach of any representation or warranty of any of Seller or the Shareholders contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material"); (b) the breach of any covenant of any of Seller or the Shareholders contained in this Agreement (regardless of whether such breach is deemed "material"); or (c) except as incurred in the ordinary course of business between the execution of this Agreement and the Closing Date, any Liability of the Partnership or any Partnership Subsidiary not included on the Recent Balance Sheet or the Disclosure Schedules and which arises out of or relates to events first occurring prior to the Closing Date; provided, however, that regardless of any disclosure on the Recent Balance Sheets or the Disclosure Schedules, Seller shall indemnify Buyer's Indemnitees from and against any Claim relating to, arising out of, or in any way connected with: (i) OBS Investors and (ii) Marc Westerhorstmann, Helvag and its principals and agents, and Outbaxx Xxxxxxxxxx xxxxxxrants in Germany. Notwithstanding any untrue statement or alleged untrue statement of any material fact contained other provision hereof, Shareholder's liability under this SECTION 11.1 for claims relating to (i) OBS Investors and (ii) Marc Westerhorstmann, Helvag and its principals and agents, and Outbaxx Xxxxxxxxxx xxxxxxrants in any of Germany shall be limited to the Disclosure Documents or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make Retained Shares (as defined in SECTION 2.4 hereof), in the statements therein not misleadingaggregate. As used in this SECTION 11, if the statement or omission was made in reliance upon term "Claim" shall include (i) all Liabilities and in conformity with written information furnished to HIE by such indemnifying party for use thereinLiens; (ii) all losses, damages, judgments, awards, settlements approved by the use by Buyer (such indemnifying party of approval shall not be unreasonably withheld or delayed), costs and expenses (including, without limitation, interest (including prejudgment interest in any Prospectus after such time as HIE has advised such indemnifying party in writing that the filing of a post-effective amendment or supplement thereto is requiredlitigated matter), except the Prospectus as so amended or supplementedpenalties, or after such time as the obligation of HIE to keep the Registration Statement effective court costs and current has expired, or reasonable attorneys' fees and expenses); and (iii) any information given or representation made by such indemnifying party in connection with the sale all demands, claims, suits, actions, costs of HIE Common Stock which is not contained in investigation, costs of defense, causes of action, proceedings and not in conformity with the Prospectus (as amended or supplemented at the time of the giving of such information or making of such representation); and such indemnifying party shall reimburse each such indemnified party for all legal and other expenses reasonably incurred by such party in investigating or defending against any such claimsassessments, whether or not resulting in any liability, or in connection with any investigation or proceeding by any governmental agency or instrumentality relating ultimately determined to any such claims with respect to any offering of securities pursuant to this Section 3be valid.

By the Shareholders. In (i) Subject to the provisions of Section 9.1 relating to the survival of representations and warranties and the other limitations contained herein, from and after the Closing, the Shareholders severally, in proportion to the Shareholders’ Proportionate Interests, agree to indemnify, defend and hold harmless Buyers, their Affiliates, and the officers, directors, partners, employees, agents, representatives, successors and assigns of any of the foregoing (collectively, “Buyer Indemnitees”) against all Losses incurred by any of Buyer Indemnitees (after deduction of the amount of any insurance proceeds recovered by the Buyer Indemnitees) and arising out of or relating to: (A) any breach of any representation or warranty made by the Shareholders in this Agreement or any other Transaction Document, (B) any breach of any covenant, agreement or obligation of the Shareholders contained in this Agreement or any other Transaction Document, (C) any breach by Deltek of any covenant, agreement or obligation contained in this Agreement or any other Transaction Document and required to be performed or complied with by Deltek prior to the Closing, (D) Shareholders’ Taxes, (E) any employee severance obligations incurred by Deltek or any Subsidiary arising out of the consummation of the Contemplated Transactions (including under the Executive Severance Agreements and Severance Agreements) other than those obligations incurred under Section 5.14(b)(ii), and (F) any Losses arising out of or relating to claims made by holders of Deltek’s stock appreciation rights that in any way relate to the consideration paid to such holders with respect to the exercise or termination of their stock appreciation rights in connection with the registration under Contemplated Transactions. Notwithstanding the Securities Act foregoing, with respect to direct claims made by a Buyer Indemnitee against the Shareholders, damages shall constitute Losses for the purpose of the HIE Common Stock of the Shareholders pursuant to this Section 3, the Shareholders receiving such HIE Common Stock shall, severally, indemnify and hold harmless HIE, each of its directors, each of its officers who have signed such Registration Statement and each other person, if any, who controls HIE within the meaning of Section 15 of the Securities Act, and each other Shareholder and each controlling person of such Shareholders against any Losses to which such indemnified party may become subject under the Securities Act or otherwise, but 9.2(b) only to the extent such of the direct damages incurred by the Buyer Indemnitee (excluding consequential damages, whether or not foreseeable), but the Shareholders shall be liable for all damages (including consequential damages) that form part of a third party claim against a Buyer Indemnitee. In addition, notwithstanding the foregoing, Losses arise out of or are based upon shall not include, and the Buyer Indemnitees shall not be entitled to indemnification from the Shareholders under this Section 9.2(b) with respect to (i) any untrue statement restatement of Deltek’s financial statements after the Closing to conform Deltek’s revenue recognition policy or alleged untrue statement Deltek’s manner of any material fact contained in any of the Disclosure Documents or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingamortizing Software development costs with GAAP, if the statement or omission was made in reliance upon and in conformity with written information furnished to HIE by such indemnifying party for use therein; (ii) any other adjustment after the use by such indemnifying party of any Prospectus after such time as HIE Closing to Deltek’s financial statements that has advised such indemnifying party in writing that a non-cash impact on Deltek and solely relates to shifting amounts from one year to the filing of a post-effective amendment immediately succeeding year or supplement thereto is requiredthe immediately preceding year, except the Prospectus as so amended or supplemented, or after such time as the obligation of HIE to keep the Registration Statement effective and current has expired, or (iii) any information given or representation made by such indemnifying party in connection with Patent Infringement Losses attributable to periods from and after the sale of HIE Common Stock which is not contained in and not in conformity with the Prospectus (as amended or supplemented at the time eighteen-month anniversary of the giving Closing Date, (iv) any Patent Infringement Losses in excess of such information $10 million in the aggregate that are attributable to periods prior to the Closing or making to periods from and after the Closing but prior to the eighteen-month anniversary of such representation); the Closing Date, or (v) up to $50,000 of legal fees and such indemnifying party shall reimburse each such indemnified party for all legal and other expenses reasonably incurred by such party Deltek in investigating defending or defending against settling any such claims, whether or not resulting in any liability, or in connection with any investigation or proceeding by any governmental agency or instrumentality relating to any such claims with respect to any offering of securities pursuant to this Section 3Patent Infringement Claim.