Common use of Indemnification of Stockholders Clause in Contracts

Indemnification of Stockholders. (a) Subject to the provisions of this Article IX, from and after Closing, Parent shall indemnify, hold harmless and defend against any Losses sustained by, incurred by, suffered by or asserted against the Stockholders or any of their Affiliates, officers, directors, shareholders, agents, equity holders, representatives and employees (each, a “Stockholder Indemnified Party”) to the extent relating to or arising as a result of: (i) any breach or inaccuracy of any representation or warranty made by Parent or Merger Sub in this Agreement or in any certificate delivered pursuant to this Agreement; and (ii) any breach of any covenant or agreement made by Parent or Merger Sub in this Agreement or in any certificate delivered pursuant to this Agreement. (b) For purposes of determining whether a representation or warranty made by Parent or Merger Sub in this Agreement was breached or inaccurate for purposes of this Section 9.3 and for calculating the amount of Losses resulting from such breach or inaccuracy, any qualification as to materiality, “material adverse effect” or words of like meaning included in any applicable representation and warranty in this Agreement shall be disregarded as if such qualification was not included. (c) Notwithstanding anything to the contrary in this Agreement, except with respect to Fraud: (i) no Stockholder Indemnified Party may recover for any claim for indemnification pursuant to Section 9.3(a) unless and until the aggregate amount of indemnifiable Losses that may be recovered by the Stockholder Indemnified Parties pursuant to Section 9.3(a) equals or exceeds the Deductible, in which event Stockholder Indemnified Parties shall only be entitled to indemnification for all indemnifiable Losses in excess of the Deductible; and (ii) the maximum aggregate amount of indemnifiable Losses that may be recovered pursuant to Section 9.3(a) shall be the Cap.

Indemnification of Stockholders. (a) Subject Buyer hereby agrees to the provisions of this Article IX, from indemnify and after Closing, Parent shall indemnify, hold harmless and defend against any Losses sustained byStockholders, incurred by, suffered by or asserted against the Stockholders or any each of their Affiliates, officersand each of its and their respective members, managers, partners, directors, shareholdersofficers, agentsemployees, equity holdersstockholders, representatives attorneys and employees agents and permitted assignees (each, a the “Stockholder Indemnified PartyIndemnitees”) to the extent relating to against and in respect of any Losses incurred or arising sustained by any Stockholder Indemnitee as a result of: (i) any breach or inaccuracy of any representation breach, inaccuracy or warranty nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of Buyer contained herein. The total payments made by Parent or Merger Sub in this Agreement or in any certificate delivered Buyer to Stockholder Indemnitees with respect to Losses shall not exceed 100% of the Indemnifiable Loss Limit; provided, however, Stockholder Indemnitees shall not be entitled to indemnification pursuant to this Agreement; and (ii) any breach of any covenant or agreement made by Parent or Merger Sub in this Agreement or in any certificate delivered pursuant to this Agreement. (b) For purposes of determining whether a representation or warranty made by Parent or Merger Sub in this Agreement was breached or inaccurate for purposes of this Section 9.3 and for calculating the amount of Losses resulting from such breach or inaccuracy, any qualification as to materiality, “material adverse effect” or words of like meaning included in any applicable representation and warranty in this Agreement shall be disregarded as if such qualification was not included. (c) Notwithstanding anything to the contrary in this Agreement, except with respect to Fraud: (i) no Stockholder Indemnified Party may recover for any claim for indemnification pursuant to Section 9.3(a) 10.2 unless and until the aggregate amount of indemnifiable Losses that may be recovered by to Stockholder Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Stockholder Indemnified Parties pursuant to Section 9.3(a) equals or exceeds the Deductible, in which event Stockholder Indemnified Parties Indemnitees shall only be entitled to indemnification for all indemnifiable the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses in excess incurred by any Stockholder Indemnitee arising out of the Deductible; and (ii) failure of Buyer to perform any covenant or obligation to be performed by it before, at or after the maximum aggregate amount Closing Date including payment of indemnifiable Losses that may the Purchase Price, shall not be recovered pursuant subject to Section 9.3(a) shall be or applied against the CapIndemnifiable Loss Limit or the Basket, respectively.