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, stockholders, members, partners, employees and 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 or Section 20 of the Exchange Act), and the directors, officers, stockholders, agents, members, 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, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of (i) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or (ii) any action instituted against a Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by this Agreement. The Company will not be liable to any Purchaser Party under this Agreement to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement 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, stockholdersshareholders, members, managers, partners, employees employees, agents, successors and agents 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 or and Section 20 of the Exchange Act), and the directors, officers, stockholdersshareholders, managers, members, partners, employees, agents, members, partners or employees 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, a an “Purchaser PartyIndemnified Person”) harmless from and against any and all losses, liabilities, deficiencies, suits, actions, causes of action, assessments, fines, obligations, claims, contingencies, damages, costs 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 investigation, preparation and defense that any such Purchaser Party Indemnified Person may suffer or incur as a result of (i) any breach of or inaccuracy in any of the representationsrepresentations or warranties made by the Company in this Agreement, warranties, (ii) any breach or default in performance of any of the covenants or agreements made by the Company in this Agreement Agreement, or (iiiii) any action instituted against a Purchaser Party an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company who is not an Affiliate of such Purchaser PartyIndemnified Person, with respect to any of the transactions contemplated by this Agreement. The Company will not be liable to any Purchaser Party Indemnified Person under this Agreement to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement or attributable to the gross negligence or willful misconduct on the part of such Purchaser PartyAgreement.

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, stockholdersshareholders, members, partners, employees employees, agents and agents 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 or and Section 20 of the Exchange Act), and the directors, officers, stockholdersshareholders, agents, members, partners or employees partners, employees, agents and 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, a an “Purchaser PartyIndemnified Person”) harmless from any and all lossesdamages, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party Indemnified Person may suffer or incur as a result (collectively, “Losses”) of (i) any breach of any of the representations, warranties, covenants or agreements made by the Company or the Major Shareholders in this Agreement or in the other Transaction Documents, (ii) any action Proceeding instituted against a Purchaser Party an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company or other third party who is not an Affiliate of such Purchaser PartyIndemnified 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 Purchaser Party 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 Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or attributable to the gross negligence or willful misconduct on the part of such Purchaser PartyClosing.

Indemnification of the Purchaser. The Subject to this Section 4.4, the Company will indemnify and hold the Purchaser and its directors, officers, stockholdersshareholders, members, partners, employees and 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 or and Section 20 of the Exchange Act), and the directors, officers, stockholdersshareholders, agents, members, 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, a “the "Purchaser Party”") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ ' fees and costs of investigation that any such 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 any of the representations, warranties, covenants or agreements made by the Company in this Agreement or (ii) any action instituted against a Purchaser Party in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by this Agreementother Transaction Documents. The Company will not be liable to any 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 the Purchaser Party’s 's breach of any of the representations, warranties, covenants or agreements made by such the Purchaser Party in this Agreement or attributable to in the gross negligence or willful misconduct on the part of such Purchaser Partyother Transaction Documents.

Indemnification of the Purchaser. The Company will indemnify and hold the Purchaser and its directors, officers, stockholdersshareholders, members, partners, employees and 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 or and Section 20 of the Exchange Act), and the directors, officers, stockholdersshareholders, agents, members, partners or partners, employees and 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, a an “Purchaser PartyIndemnified Person”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party Indemnified Person may suffer or incur as a result of (i) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or (ii) any action instituted against a Purchaser Party an Indemnified Person in any capacity, or any of them or their respective Affiliates, by any stockholder shareholder of the Company who is not an Affiliate of such Purchaser PartyIndemnified Person, with respect to any of the transactions contemplated by this Agreement. The Company will not be liable to any Purchaser Party Indemnified Person under this Agreement to the extent, but only to the extent, extent that a loss, claim, damage or liability is attributable to any Purchaser PartyIndemnified Person’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party Indemnified Person in this Agreement or attributable to the gross negligence or willful misconduct on the part of such Purchaser PartyAgreement.