Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIII, Parent shall indemnify and defend the Target Shareholders and its Affiliates and their respective Representatives (collectively, the "Shareholder 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 incurred or sustained by, or imposed upon, the Shareholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Company Securityholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE Article VI).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIII, Parent shall indemnify and defend each of the Target Shareholders Members and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Member 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 incurred or sustained by, or imposed upon, the Shareholder Member Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders FSH Members and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Member 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 incurred or sustained by, or imposed upon, the Shareholder Member Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE Article VI).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle VII, Parent shall indemnify and defend the Target Shareholders each of ABS and its Affiliates and their respective Representatives (collectively, the "Shareholder “ABS 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 incurred or sustained by, or imposed upon, the Shareholder ABS Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub Subs contained in this Agreement or in any certificate or instrument delivered pursuant to Section 2.03(b)(ii) and Section 2.03(b)(iii) by or on behalf of Parent or Merger Sub pursuant to this AgreementSubs, 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub Subs pursuant to this Agreement (other than ARTICLE any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the sole remedy for any such breach thereof breach, violation or failure shall be pursuant to ARTICLE Article VI); or (c) any Liabilities or Indebtedness of the Company arising from events, occurrences or circumstances after the Closing; except to the extent attributable to any breach of the License Agreement by ABS.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VIto the extent that any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI is subject to a remedy set forth therein, in which case it being is understood that the sole remedy for any such breach thereof breach, violation or failure shall be pursuant to ARTICLE such remedy set forth in Article VI).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend the Target Shareholders each of Securityholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Securityholder 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 incurred or sustained by, or imposed upon, the Shareholder Securityholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI)Agreement.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its Optionholders and their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE Article VI).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Indemnifying Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VIArticle VII, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VIArticle VII).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its the Optionholders and their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI)Agreement.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders Company Equityholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); orand (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE Article VI).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VIArticle VII, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VIArticle VII); or (c) any Losses that are associated to, stem from or relate to, the License Agreements to the extent such Losses are due to the actions of the Surviving Corporation after the Closing, or arise from a breach of Parent’s obligations under the License Agreement prior to the Closing.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIII, Parent shall indemnify and defend the Target Shareholders and its Affiliates and their respective Representatives (collectively, the "“Shareholder 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 incurred or sustained by, or imposed upon, the Shareholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE Article VI).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Holders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Holder 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 incurred or sustained by, or imposed upon, the Shareholder Holder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any a certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to Section 2.03(b)(i) of this Agreement, as of the date such representation or warranty was made or hereof and as of the Closing Date as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI)Agreement.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders Members and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Member 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 incurred or sustained by, or imposed upon, the Shareholder Member Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE Article VI).

Indemnification by Parent. Subject If the Closing occurs, subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its In-Money Optionholders and their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE Article VI).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders and its their Affiliates and their respective Representatives (collectively, the "“Shareholder 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 (without duplication) incurred or sustained by, or imposed upon, the Shareholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI)Agreement.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VIArticle VII, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VIArticle VII); or (c) any Third Party Claims related to the operations, properties, assets or obligations of the Company or any of its Affiliates conducted, existing or arising after the Closing.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend each of the Target Shareholders and its their Affiliates and their respective Representatives (collectively, the "“Shareholder 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 incurred or sustained by, or imposed upon, the Shareholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent Parent, iSun Residential, and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent Parent, iSun Residential, or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent Parent, iSun Residential, or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI)Agreement.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle 8, Parent shall indemnify and defend the Target Shareholders and its Affiliates and their respective Representatives Seller (collectively, the "Shareholder “Seller 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 incurred or sustained by, or imposed upon, the Shareholder Seller Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI)Agreement.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Stockholder and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VIArticle VII, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VIArticle VII); or (c) any Third Party Claims related to the operations, properties, assets or obligations of the Company or any of its Affiliates conducted, existing or arising after the Closing.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE Article VIII, Parent shall indemnify and defend the Target Shareholders each of Seller, Principal and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Seller 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 incurred or sustained by, or imposed upon, the Shareholder Seller Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE Article VI).; or (c) all liabilities of the Company and the Merger Sub to the extent arising or originating as a result of events which occurred after the Closing and to the extent that such events do not relate to an indemnifiable event by Seller and Principal under Section 8.02

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle X, from and after the Closing, Parent shall indemnify and defend each of the Target Shareholders Members and its their Affiliates and their respective Representatives (collectively, the "Shareholder Indemnitees"“Member lndemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Shareholder Member Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to this Agreement, as of the date such representation or - o r warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI)Agreement.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Indemnifying Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of:: Table Of Contents 30 (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VIArticle VII, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VIArticle VII).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIIX, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub Subs contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or either Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or either Merger Sub pursuant to this Agreement (other than ARTICLE VIVII, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VIVII).

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIII, Parent shall indemnify and defend each of the Target Shareholders Stockholders and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Stockholder 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 incurred or sustained by, or imposed upon, the Shareholder Stockholder Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI)Agreement.

Indemnification by Parent. Subject to the other terms and conditions of this ARTICLE VIIIArticle IX, Parent shall indemnify and defend each of the Target Shareholders Members and its their Affiliates and their respective Representatives (collectively, the "Shareholder “Member 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 incurred or sustained by, or imposed upon, the Shareholder Member Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Parent and Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of Parent or Merger Sub pursuant to 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 (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Parent or Merger Sub pursuant to this Agreement (other than ARTICLE Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE Article VI).