Common use of Indemnification by Contributors Clause in Contracts

Indemnification by Contributors. Subject to the other terms and conditions of this Article 9, from and after the Closing, Contributors, jointly and severally, shall indemnify and defend Acquiror and its Affiliates (including the Company) and their respective representatives, including directors, managers, officers, employees, consultants, financial advisors, counsel and accountants (collectively, the “Acquiror Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses actually incurred or sustained by, or imposed upon, the Acquiror Indemnitees as a result of: (a) any breach of any of the representations or warranties of such Contributor or the Company contained in this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Contributors pursuant to this Agreement; (c) Contributor Taxes; and (d) any liability arising under or with respect to any Employee Benefit Plan (i) as a result of the failure of such Employee Benefit Plan to be operated, maintained or administered in accordance with its terms and applicable Law; and/or (ii) as a result of a Controlled Group Liability arising prior to or as a result of actions prior to the date of this Agreement.