Common use of Other Indemnification Matters Clause in Contracts

Other Indemnification Matters. All indemnification payments under this Article 6 will be deemed adjustments to the Purchase Consideration. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty, and for purposes of determining the amount of Adverse Consequences resulting therefrom, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for purposes of determining liability under this Article 6, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included therein. Each Seller agrees that (a) such Seller will not make any claim for indemnification against a Buyer Indemnitee by virtue of the fact that any of Sellers or such Seller’s equityholders, directors, managers, partners, officers, employees, representatives or other Affiliates was an equityholder, partner, trustee, director, manager, officer, employee or agent of the Company or was serving as an equityholder, partner, trustee, director, manager, officer, employee or agent of any Person, regardless of the nature of the Adverse Consequences claimed, with respect to any Proceeding brought by any Buyer Indemnitee against any Seller or any claim of any Buyer Indemnitee against any Seller in connection with this Agreement or the transactions contemplated hereby, and (b) such Seller has no claims or rights to contribution or indemnity from the Company with respect to any amounts paid by any Seller pursuant to this Article 6.

Other Indemnification Matters. All indemnification payments under this Article 6 will be deemed adjustments to the Purchase Consideration. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty, and for purposes of determining the amount of Adverse Consequences resulting therefrom, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse EffectChange” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for purposes of determining liability under this Article 6, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included thereinin them. Each Seller Party agrees that (a) such Seller Party will not make any claim for indemnification against a Buyer Indemnitee by virtue of the fact that any of Sellers the Seller Parties or such SellerSeller Party’s equityholders, directors, managers, partners, officers, employees, representatives or other Affiliates was an equityholder, partner, trustee, director, manager, officer, employee or agent of the Company or any of its Subsidiaries or was serving as an equityholder, partner, trustee, director, manager, officer, employee or agent of any Person, regardless of the nature of the Adverse Consequences claimed, with respect to any Proceeding brought by any Buyer Indemnitee against any Seller Party or any claim of any Buyer Indemnitee against any Seller Party in connection with this Agreement or the transactions contemplated hereby, and (b) such Seller Party has no claims or rights to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by any Seller Party pursuant to this Article 6.

Other Indemnification Matters. All indemnification payments under this Article 6 9 will be deemed adjustments to the Purchase ConsiderationPrice. For purposes of determining whether there has been the amount of Adverse Consequences resulting from any misrepresentation or breach of a representation or warranty, and for purposes of determining the amount of Adverse Consequences resulting therefrom, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for purposes of determining liability under this Article 69, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included thereinin them. Each Seller Party agrees that (a) such Seller Party will not make any claim for indemnification against a Buyer Indemnitee by virtue of the fact that any of Sellers such Seller Party or such SellerSeller Party’s equityholders, directors, managers, partners, officers, employees, representatives or other Affiliates was an equityholder, partner, trustee, director, manager, officer, employee or agent of the Company or was serving as an equityholder, partner, trustee, director, manager, officer, employee or agent of any Person, regardless of the nature of the Adverse Consequences claimed, with respect to any Proceeding Action brought by any Buyer Indemnitee against any such Seller Party or any claim of any Buyer Indemnitee against any such Seller Party in connection with this Agreement or the transactions contemplated hereby, and (b) such Seller Party has no claims or rights to contribution or indemnity from the Company with respect to any amounts paid by any such Seller Party pursuant to this Article 69.

Other Indemnification Matters. All indemnification payments under this Article 6 8 will be deemed adjustments to the Purchase Aggregate Merger Consideration. For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty, and for purposes of determining the amount of Adverse Consequences resulting therefrom, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for purposes of determining liability under this Article 68, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included thereinin them. Each Seller Equityholder agrees that (a) such Seller Equityholder will not make any claim for indemnification against a Buyer Indemnitee by virtue of the fact that any of Sellers such Equityholders or such SellerEquityholder’s equityholders, directors, managers, partners, officers, employees, representatives or other Affiliates was an equityholder, partner, trustee, director, manager, officer, employee or agent of the Company or was serving as an equityholder, partner, trustee, director, manager, officer, employee or agent of any PersonCompany, regardless of the nature of the Adverse Consequences claimed, with respect to any Proceeding brought by any Buyer Indemnitee against any Seller such Equityholder or any claim of any Buyer Indemnitee against any Seller such Equityholder in connection with this Agreement or the transactions contemplated hereby, and (b) such Seller Equityholder has no claims or rights to contribution or indemnity from the Company with respect to any amounts paid by any Seller such Equityholder pursuant to this Article 68.

Other Indemnification Matters. All indemnification payments under this Article 6 9 will be deemed adjustments to the Purchase ConsiderationPrice. For purposes of determining whether there has been the amount of Adverse Consequences resulting from any misrepresentation or breach of a representation or warranty, and for purposes of determining the amount of Adverse Consequences resulting therefrom, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, ,” “materiality”, ,” “in all material respects”, ,” “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for purposes of determining liability under this Article 69, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included thereinin them. Each Seller Party agrees that (a) such Seller Party will not make any claim for indemnification against a Buyer Indemnitee by virtue of the fact that any of Sellers such Seller Party or such SellerSeller Party’s equityholders, directors, managers, partners, officers, employees, representatives or other Affiliates was an equityholderMember, partner, trustee, director, manager, officer, employee or agent of the Company or was serving as an equityholderMember, partner, trustee, director, manager, officer, employee or agent of any Person, regardless of the nature of the Adverse Consequences claimed, with respect to any Proceeding Action brought by any Buyer Indemnitee against any such Seller Party or any claim of any Buyer Indemnitee against any such Seller Party in connection with this Agreement or the transactions contemplated hereby, and (b) such Seller Party has no claims or rights to contribution or indemnity from the Company with respect to any amounts paid by any such Seller Party pursuant to this Article 69.