Common use of Indemnification by the Parent Clause in Contracts

Indemnification by the Parent. Subject to the other terms and conditions of this ARTICLE VIII, the Parent shall indemnify and defend each Stockholder and its or his Affiliates and their respective Representatives (collectively, the “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 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 the Parent and the Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Parent or the 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, undertaking, or obligation to be performed by the Parent or the 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 the Parent. Subject to the other terms and conditions of this ARTICLE VIII, the Parent shall indemnify and defend each Stockholder Company Holder and its or his Affiliates and their respective Representatives (collectively, the “Stockholder Company 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 Stockholder Company 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 the Parent and the Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Parent or the 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, undertaking, or obligation to be performed by the Parent or the 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 the Parent. Subject to the other terms terms, conditions and conditions limitations of this ARTICLE VIII, the Parent shall indemnify indemnify, defend and defend each Stockholder and its or his Affiliates and their respective Representatives (collectively, hold harmless the “Stockholder Indemnitees”) against, and shall hold each of them harmless Holder Indemnified Persons from and against, and shall pay and reimburse each of them for, against any and all Losses suffered, sustained or incurred by such Holder Indemnified Person, whether or sustained bynot involving a Third Party Claim, claims between the Parties, or imposed uponotherwise relating to, the Stockholder Indemnitees based uponas a result of, arising out of, with respect to, or by reason virtue of: (a) any breach of, or misrepresentation or inaccuracy in or breach of in, any of the representations or warranties of made by the Parent and the or Merger Sub contained Subs in this Agreement or Agreement, including in any certificate or instrument delivered by or on behalf of the Parent or the Merger Sub Subs pursuant hereto, without giving effect to this Agreementany qualifications as to materiality, as of the date Material Adverse Effect, substantial compliance or similar qualifications contained in 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)warranties; orand (b) any breach of or non-fulfillment failure to perform any covenants or agreements of any covenant, agreement, undertaking, or obligation to be performed by the Parent or the Merger Sub pursuant to Subs provided for in this Agreement (or any other than ARTICLE VITransaction Agreement to which it is a party; provided, it being understood however, that notwithstanding anything in this Agreement to the sole remedy contrary, neither the Parent nor the Surviving Company shall be liable to any Holder for any payment inaccuracy if such breach thereof shall be pursuant to ARTICLE VI)payment is made in accordance with the Securities Payment Schedule.

Indemnification by the Parent. Subject to the other terms terms, conditions and conditions limitations of this ARTICLE VIIISection 10, the Parent shall indemnify and defend each Stockholder and its or his Affiliates the Company Stockholders and their respective Representatives (collectively, the “Stockholder Company 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 Stockholder Company Indemnitees based upon, arising out of, with respect to, to or by reason of: (a) : any inaccuracy in or breach of any of the representations or warranties of the Parent and the or Merger Sub contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Parent or the 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) or any breach or non-fulfillment of any covenant, agreement, undertaking, agreement or obligation to be performed by the Parent or the Merger Sub pursuant to this Agreement (other than ARTICLE VI, it being understood that during the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI)Pre-Closing Period.