Common use of Additional Indemnity Provisions Clause in Contracts

Additional Indemnity Provisions. The indemnification rights of the parties hereunder shall be subject to the following terms and conditions: (a) Notwithstanding anything to the contrary contained herein, for the sole purpose of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (but not for purposes of determining any breach of, or inaccuracy in, any representation or warranty for any purpose hereunder), each representation and warranty and other provision contained in this Agreement shall be read without regard and without giving effect to any materiality, Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or qualification was deleted from such representation and warranty). (b) Each Seller acknowledges that any Buyer Indemnified Person’s rights to indemnification for representations, warranties, covenants and obligations of such Seller contained in this Agreement and the Ancillary Agreements, and the rights and remedies that may be exercised by any such Buyer Indemnified Person, are part of the basis of the bargain contemplated by this Agreement, and Buyer’s rights to indemnification under this Agreement shall not be limited, waived or otherwise affected by virtue of (and Buyer shall be deemed to have relied on the express representations and warranties set forth in this Agreement notwithstanding) any knowledge on the part of Buyer or any of its Representatives, of any inaccuracy of any such representation or warranty of such Seller set forth in this Agreement or any Ancillary Agreement, regardless of whether such knowledge was obtained through Buyer’s own investigation or otherwise (including disclosure by such Seller, the Acquired Companies or any of their respective Representatives), and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.

Additional Indemnity Provisions. The indemnification rights obligations of the parties Buyer and the Seller hereunder shall be subject to the following terms and conditions: (ai) From and after the Closing, the sole recourse and exclusive remedy of the Buyer and the Seller against each other arising out of this Agreement or any certificate delivered in connection with this Agreement, or otherwise arising from the Buyer’s acquisition of the Membership Interests, shall be to assert a Claim for indemnification under the indemnification provisions of this Article IX. (ii) Notwithstanding anything Section 9.2(d)(i), nothing in this Agreement shall operate to the contrary contained herein, for the sole purpose of determining the amount (i) relieve a Party of any Losses that are liability for willful misconduct or (ii) limit the subject matter rights of a claim for indemnification hereunder the Parties with respect to intentional or willful misrepresentation of material facts regarding the representations and warranties made in Article III, Article IV or Article V, as applicable, of this Agreement (but not for in each case, as qualified by the Seller Disclosure Schedule or the Buyer Disclosure Schedule, as applicable) or in any certificate delivered pursuant hereto which constitute common law fraud under applicable Laws. (iii) For the purposes of determining any whether there has been a breach of, or an inaccuracy in, in respect of any representation or warranty for any the purpose hereunder)of indemnification under this Section 9.2, each representation and warranty and other provision contained all Claims for Losses arising out of the same facts, events or circumstances resulting in this Agreement such inaccuracy or breach shall be read without regard and without giving effect to any materiality, Material Adverse Effect standard or qualification contained in such representation or warranty (treated as if such standard or qualification was deleted from such representation and warranty)a single Claim. (biv) Each Seller acknowledges To the extent that an Indemnifying Party has discharged any Claim for indemnification hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party against any Person to the extent of the Losses that relate to such Claim. Any Indemnified Party shall, upon written request by the Indemnifying Party following the discharge of such Claim, execute an instrument reasonably necessary to evidence such subrogation rights. (v) In the event that any Buyer Indemnified Person’s rights Party to this Agreement proposes to make any Claim for indemnification pursuant to this Section 9.2, or would have the right to make a Claim for representations, warranties, covenants and obligations of such Seller indemnification but for the minimum or maximum limitations on indemnification contained in Section 9.2(b), the Party making the Claim (or with such right) (the “Indemnified Party”) shall promptly deliver on or prior to the date upon which the applicable representations and warranties or covenants expire pursuant to the terms of this Agreement and within a reasonable time of discovery of the Ancillary Agreementsbreach of or nonperformance of any covenant or obligation to be performed under this Agreement, a certificate signed by the party making the Claim or an officer of the party making the Claim (the “Claim Certificate”) to the Seller or the Buyer, whichever is applicable (such party from whom indemnification is sought the “Indemnifying Party”), which Claim Certificate shall (A) state the occurrence giving rise to the Claim; (B) specify the section of this Agreement under which such Claim is made; and (C) specify in reasonable detail each individual item of Loss or other Claim, including the section of this Agreement under which such Claim is made, the amount thereof if reasonably ascertainable, the date such Loss or liability was incurred, properly accrued or is anticipated, the basis for any anticipated Loss or liability and the nature of the misrepresentation, breach of warranty or the Claim to which such Loss or liability is related. The Indemnified Party making the Claim shall state only what is required in subsections (A)-(C) above and shall not admit or deny the validity of the facts or circumstances out of which such Claim arose. (vi) Any indemnity payment made under this Agreement following the Closing shall be treated by the Parties hereto as an adjustment to the Purchase Price for the Membership Interests for Tax purposes, and the rights Parties agree to report such payments consistent therewith to the extent permitted under applicable Law. (vii) The obligations to indemnify and remedies that hold harmless pursuant to Section 9.2(a) and Section 9.2(b) shall survive the Closing for the periods set forth in Section 9.1, except for Claims for indemnification pursuant to such sections asserted prior to the end of such periods, which Claims shall survive with the final resolution thereof. (viii) Each Party shall use its commercially reasonable efforts to mitigate its Losses (including by using such efforts to recover any insurance as may be exercised by available with respect to such Loss) upon and after becoming aware of any such Buyer Indemnified Personevent which would reasonably be expected to give rise to any Losses; provided, are part of however, that the basis of the bargain contemplated by this Agreement, and Buyer’s rights to indemnification under this Agreement foregoing shall not be limited, waived or otherwise affected by virtue of (and Buyer shall be deemed to have relied on the express representations and warranties set forth in this Agreement notwithstandingimpose any obligation or duty to initiate legal proceedings to seek such recovery. (ix) any knowledge on the part of Buyer or any of its RepresentativesNOTWITHSTANDING ANYTHING TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, of any inaccuracy of any such representation or warranty of such Seller set forth in this Agreement or any Ancillary AgreementNO PARTY HERETO SHALL, regardless of whether such knowledge was obtained through Buyer’s own investigation or otherwise (including disclosure by such SellerUNDER ANY CIRCUMSTANCE, the Acquired Companies or any of their respective Representatives)HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY INCIDENTAL DAMAGES, and regardless of whether such knowledge was obtained before or after the execution and delivery of this AgreementSPECIAL DAMAGES, EXEMPLARY DAMAGES, CONSEQUENTIAL DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES CONSISTING OF BUSINESS INTERRUPTION, DIMINUTION IN VALUE, LOST PROFITS OR LOST ASSETS, OR PUNITIVE DAMAGES, EXCEPT WITH RESPECT TO THIRD-PARTY CLAIMS IF SUCH DAMAGES ARE INCLUDED AS PART OF SUCH CLAIM.

Additional Indemnity Provisions. The indemnification rights of the parties hereunder shall be subject to the following terms and conditions: (a) Notwithstanding anything to the contrary contained herein, for the sole purpose purposes of determining the amount whether there has been a breach of any Losses that are the subject matter of representation or warranty resulting in a claim for indemnification hereunder (but not for purposes of determining any breach of, or inaccuracy in, any representation or warranty for any purpose hereunderthe amount of Damages), each representation and warranty and other provision contained in this Agreement shall be read without regard and without giving effect to any “materiality, Material Adverse Effect ” or “material adverse effect” standard or qualification contained in such representation or warranty (as if such standard or qualification was deleted from such representation and warranty). (b) Each Seller party acknowledges that any Buyer Indemnified Person’s rights to indemnification of the other party or its Respective Indemnified Persons for breach of the representations, warranties, covenants and obligations of the first such Seller party contained in this Agreement and the Ancillary AgreementsAgreement, and the rights and remedies that may be exercised by any such Buyer Indemnified Personthe other party hereunder, are part of the basis of the bargain contemplated by this Agreement, and Buyerneither party’s rights to indemnification under this Agreement shall not be limited, waived or otherwise affected by virtue of (and Buyer each party shall be deemed to have relied on the express representations and warranties of the other party set forth in this Agreement notwithstanding) any knowledge on the part of Buyer such party or any of its Affiliates or Representatives, of any inaccuracy of any such representation or warranty of such Seller the other party set forth in this Agreement or any Ancillary Agreement, regardless of whether such knowledge was obtained through Buyersuch party’s own investigation or otherwise (including disclosure by such Seller, the Acquired Companies other party or any of their respective its Affiliates or Representatives), and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.

Additional Indemnity Provisions. The indemnification rights ------------------------------- obligations of the parties Buyer and the Sellers hereunder shall be subject to the following terms and conditions: (a) Notwithstanding anything Except for claims against the Sellers (i) arising under this Agreement or (ii) relating to financial obligations for sums advanced or loans, the Buyer shall not assert and shall cause the Company, the Subsidiary and their Affiliates not to assert any claims against any present or former director or officer, of the Sellers, for or with respect to any matter relating to the contrary contained herein, for Company or the sole purpose of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (but not for purposes of determining any breach of, or inaccuracy in, any representation or warranty for any purpose hereunder), each representation and warranty and other provision contained in this Agreement shall be read without regard and without giving effect Subsidiary prior to any materiality, Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or qualification was deleted from such representation and warranty)Closing. (b) Each Seller acknowledges The liability of Grenat for any indemnity hereunder shall not exceed the actual amount received by Grenat on account of the Stock, pursuant to this Agreement Without limiting the foregoing, Grenat shall be liable for any indemnity under Sections 9.2(i), (ii) and (iii) solely to the extent that any Buyer Indemnified Person’s rights Losses under Sections 9.2(i), (ii) and (iii) relate to a breach by Grenat. (c) The indemnification for representations, warranties, covenants and obligations of such Seller contained the Sellers set forth in this Agreement and the Ancillary AgreementsSection 9.2 shall not apply, and no claims for indemnification shall be made by the rights and remedies that may be exercised Buyer, with respect to any Losses or ED demands for surety or other conditions arising predominantly out of noncompliance by the Buyer, the Company, or the Subsidiary with any such Buyer Indemnified Person, are part of the basis of following requirements on the bargain Closing Date (after giving effect to the transactions contemplated by this Agreement, and Buyer’s rights Agreement to indemnification under this Agreement shall not be limited, waived or otherwise affected by virtue of (and Buyer shall be deemed to have relied consummated on the express representations Closing Date): (i) submission within the timeframe defined in 34 C.F.R. ss. 600.21(h)(2)(iii) of a "same day" balance sheet showing the financial position of the Company and warranties the Subsidiary, as of the Closing Date, that is prepared in accordance with GAAP and audited in accordance with Generally Accepted Auditing Standards published by the U.S. General Accounting Office which demonstrates that each of the Company and the Subsidiary meet ED standards of financial responsibility as set forth in this Agreement notwithstanding34 C.F.R. (S)(S)668.15(b)(7)(i)(A) any knowledge on and 668.15(b)(7)(i)(C); or (ii) compliance by the part Company and the Subsidiary with the standards of Buyer or any of its Representatives, of any inaccuracy of any such representation or warranty of such Seller financial responsibility as set forth in 34 C.F.R. (S)(S) 668.15, 668.171 - 175, and any successor regulation on or after the Closing. (d) Except as otherwise provided in Section 9.5, the sole recourse and exclusive remedy of the Buyer and the Sellers against each other arising out of this Agreement or any Ancillary certificate delivered in connection with this Agreement, regardless of whether such knowledge was obtained through Buyer’s own investigation or otherwise (including disclosure by such Sellerarising from the Buyer's acquisition of the Stock, shall be to assert a claim for indemnification under the Acquired Companies or any indemnification provisions of their respective Representatives)Sections 9.1, 9.2 and regardless 9.3; provided, however, that the limitations set forth in Section 9.2 and this Section 9.4 shall not apply to Losses of whether such knowledge was obtained before or after Buyer arising out of fraud of the execution and delivery of this AgreementSellers.

Additional Indemnity Provisions. The indemnification rights obligations of the parties Purchaser and Seller hereunder shall be subject to the following terms and conditions: (ai) Notwithstanding anything To the extent that an Indemnifying Party has discharged any Action for indemnification hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party against any Person to the contrary contained hereinextent of the Losses relating to such Action paid by such Indemnifying Party. Any Indemnified Party shall, for upon written request by the sole purpose Indemnifying Party following the discharge of determining the amount of any Losses that are the subject matter of a claim for indemnification hereunder (but not for purposes of determining any breach ofsuch Action, or inaccuracy in, any representation or warranty for any purpose hereunder), each representation and warranty and other provision contained in this Agreement shall be read without regard and without giving effect execute an instrument reasonably necessary to any materiality, Material Adverse Effect standard or qualification contained in evidence such representation or warranty (as if such standard or qualification was deleted from such representation and warranty)subrogation rights. (bii) Each Seller acknowledges In the event that any Buyer Party to this Agreement proposes to take any Action for indemnification pursuant to this Section 7.2, the Party taking the Action (the “Indemnified Person’s rights Party”) shall deliver on or prior to indemnification for representations, warranties, the date upon which the applicable representations and warranties or covenants and obligations expire pursuant to the terms of such Seller contained in this Agreement and the Ancillary Agreements, and the rights and remedies that may be exercised by any such Buyer Indemnified Person, are part within a reasonable time of discovery of the basis breach of the bargain contemplated by or nonperformance of any covenant or obligation to be performed under this Agreement, a certificate signed by the Party taking the Action or an officer or manager of the Party taking the Action (the “Action Certificate”) to Seller or Purchaser, as applicable (such party from whom indemnification is sought the “Indemnifying Party”), which Action Certificate shall (A) state the occurrence giving rise to the Action and Buyer’s rights to indemnification under that the Loss has been properly accrued or is anticipated; (B) specify the section of this Agreement under which such Action is made; and (C) specify in reasonable detail each individual item of Loss or other Action, including the section of this Agreement under which such Action is taken, the amount thereof if reasonably ascertainable, the date such Loss or liability was incurred, properly accrued or is anticipated, the basis for any anticipated Loss or liability and the nature of the misrepresentation, breach of warranty or the Action to which such Loss or liability is related. The Indemnified Party taking the Action shall state only what is required in subsections (A) to (C) above and shall not be limited, waived admit or otherwise affected by virtue deny the validity of (and Buyer shall be deemed to have relied on the express representations and warranties set forth in this Agreement notwithstanding) any knowledge facts or circumstances out of which such Action arose. No delay on the part of Buyer or the Indemnified Party in notifying Indemnifying Party shall relieve the Indemnifying Party from any obligation under this Section 7.2 unless (and then solely to the extent) the Indemnifying Party is prejudiced by the delay. (iii) The obligations to indemnify and hold harmless pursuant to Sections 7.2(a) and 7.2(b) shall terminate upon the expiration of its Representatives, the applicable periods set forth in Section 7.1 to the extent such indemnification relates to the breach of any inaccuracy of any such a representation or warranty stated herein, except for Actions for indemnification pursuant to such sections asserted prior to the end of such Seller set forth in this Agreement periods, which Actions shall survive until the final resolution thereof. All obligations to indemnify and hold harmless not covered by the preceding sentence shall survive indefinitely. (iv) WITHOUT LIMITING THE FOREGOING, NO PARTY SHALL BE ENTITLED TO INDEMNIFICATION UNDER THIS SECTION 7.2 WITH RESPECT TO INCIDENTAL DAMAGES, SPECIAL DAMAGES, EXEMPLARY DAMAGES, OR CONSEQUENTIAL DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES FOR BUSINESS INTERRUPTION, LOST PROFITS OR PUNITIVE DAMAGES. (v) Any payments made as indemnification under Section 7.2(a) or any Ancillary Agreement7.2(b) shall, regardless of whether such knowledge was obtained through Buyer’s own investigation or otherwise to extent permitted by applicable Laws, be treated as adjustments to the Purchase Price for federal and applicable state and local Tax purposes (including disclosure by such Seller, but shall not cause the Acquired Companies or any of their respective RepresentativesPurchase Price to be less than zero), and regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement.

Additional Indemnity Provisions. The indemnification rights obligations of the parties Buyer and the Sellers hereunder shall be subject to the following terms and conditions: (a) Notwithstanding The Buyer, on behalf of itself and each of its Affiliates, successors and assigns and all Persons who may claim any rights through any of them (collectively, the "Buyer Affiliates"), hereby agrees that notwithstanding anything to the contrary contained hereinin this Agreement the liability and obligations of each Seller under or in connection with this Agreement and the transactions contemplated hereby shall be several and not joint. Accordingly, each Seller shall be liable to the Buyer only for (a) the sole purpose of determining the aggregate amount of any all Losses that are arising out of the subject matter breach of a claim for indemnification hereunder (but not for purposes of determining any breach of, or inaccuracy in, any representation or warranty or covenant of such Seller, including the warranty of title for the Stock, or any purpose hereunderbreach by such Seller of its obligation under this Agreement to deliver its Stock free and clear of Liens, and (b) such Seller's Fraction of the aggregate amount of all Losses or liabilities, other than those described in clause (a), each representation for which Sellers may be liable hereunder; and warranty no Seller shall have any liability for the obligations of any other Seller hereunder. The Buyer, for itself and the Buyer Affiliates, hereby further irrevocably and unconditionally waives any right it may have to hold any Seller liable for the obligations of any other provision contained Seller. The aggregate liability of any Seller under Section 8.2 shall not exceed such Seller's pro rata share of the Purchase Price for the Stock and the Options sold by such Seller to the Buyer hereunder. Notwithstanding the foregoing and anything to the contrary herein, nothing in this Section 8.3(a) or elsewhere in this Agreement shall be read without regard and without giving effect deemed to limit or restrict the rights of the Buyer or any materiality, Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or qualification was deleted from such representation and warranty)Buyer Affiliate under the Escrow Agreement. (b) Each Seller acknowledges No claims for indemnification shall be made by the Buyer to the extent that the Losses claimed were reflected through their inclusion as Indebtedness or through their inclusion as liabilities or reserves in Working Capital and taken into account in determining the Closing Adjustment or result from a failure to timely pay the Option Tax Withholding Amount or the Applicable Employer Payroll Tax Amount arising in respect of the sale of the Options under this Agreement to the appropriate taxing authority. (c) Except in the case of actual and willful fraud and except as provided in Section 9.14, the sole recourse and exclusive remedy of the Buyer and the Sellers against each other arising out of this Agreement or any Buyer Indemnified Person’s rights certificate delivered in connection with this Agreement, or otherwise arising from the Buyer's acquisition of the Stock and the Options, shall be to assert a claim for indemnification for representationsunder the indemnification provisions of Sections 8.1 and 8.2. (d) Without limiting the generality or effect of Section 8.3(c), warrantiesas a material inducement to the other parties hereto entering into this Agreement, covenants each party to this Agreement hereby (i) waives, and obligations forever releases and discharges the other parties and their respective representatives or affiliates from, by reason of such Seller contained in or relating to the breach of this Agreement and the Ancillary Agreementstransactions contemplated hereby, any claim or cause of action which it otherwise might assert (except as otherwise provided in Section 9.14 hereof), including under the common law or federal or state securities, trade regulation, environmental (including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. sec. 9601, et seq.)) or other laws, except for claims or causes of action for which contractual indemnification may be sought under and subject to the express terms and conditions of this Article VIII, (ii) agrees not to, and to cause its and representatives or affiliates controlled by it not to, directly or indirectly, institute, prosecute or aid in the rights and remedies that may be exercised by prosecution of any such Buyer Indemnified Personclaim, are part demand, cause of action, suit or other proceeding against any other party or representative or affiliate thereof, which is the basis subject of the bargain contemplated by clause (i) of this AgreementSection 8.3(d), and Buyer’s rights to indemnification under this Agreement shall not be limited, waived or otherwise affected by virtue of (and Buyer shall be deemed to have relied on the express representations and warranties set forth in this Agreement notwithstandingiii) any knowledge on the part of Buyer or any of its Representatives, of any inaccuracy of any such representation or warranty of such Seller set forth in this Agreement or any Ancillary Agreementagrees that, regardless of whether such knowledge was obtained through the foregoing provisions, no party will have any liability or obligation in respect of any claim or cause of action that is or may be brought for breach of this Agreement except in respect of Losses, and then only to the extent expressly provided in this Article VIII. (e) The term "Loss" or "Losses" shall mean any and all liabilities, judgments, penalties, interest, damages, fines, losses and costs and expenses, including but not limited to, reasonable attorneys fees and accounting fees and related disbursements. The amount of any Loss subject to indemnification hereunder or of any claim therefor shall be calculated net of any insurance proceeds or indemnification payments (net of direct collection expenses) actually received by the Buyer’s own investigation or otherwise (including disclosure by such Seller, the Acquired Companies Company or the Subsidiaries on account of such Loss. The Buyer, the Company and the Subsidiaries shall seek full recovery under all insurance policies covering any Loss to the same extent as they would if such Loss were not subject to indemnification hereunder; provided, however, that it is expressly understood and agreed that neither the Buyer, the Company nor any Subsidiary shall be under any obligation to initiate, defend or pursue any litigation, arbitration or other proceedings against any third party insurer of the Buyer, the Company or any Subsidiary under such insurance policies. In the event that an insurance recovery is made or indemnification payment is received by the Buyer, the Company, the Subsidiaries or any of their respective RepresentativesAffiliates with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery or payment (net of all direct collection expenses) shall be made promptly to the Seller Representative (on behalf of the Sellers) or if the Loss has not yet been determined or paid by the Sellers, the Sellers' indemnification obligation in respect of the Loss shall be reduced by the aggregate amount of the insurance recovery or indemnification payments (net of all direct collection expenses). To the extent that an Indemnified Party recognizes any Tax benefit in connection with a Loss, the amount of any indemnity payments shall be adjusted when, as, and regardless of whether to the extent any such knowledge was obtained before or after the execution and delivery Tax benefit is actually recognized. For purposes of this Agreementsection, an Indemnified Party shall be treated as recognizing a Tax benefit with respect to any Loss when it actually receives an increased refund or pays less Taxes, to the extent of: (i) in the case of any refund, the difference between (x) the amount of any Tax refund actually received minus (y) the amount of the Tax refund that would have been received if the Tax deductions or credits relating to the Loss had not been claimed, or (ii) in the case of reductions in Taxes paid, whether by credits or deductions, the difference between (x) the amount of Taxes that would have been paid with respect to a taxable period if the Tax deductions or credits relating to the Loss had not been claimed and (y) the amount of any Taxes actually paid with respect to such period.

Additional Indemnity Provisions. The indemnification rights obligations of the parties Xxxxxx and Buyer hereunder shall be subject to the following terms and conditions: (a) Notwithstanding anything to 8.9.1 To the contrary contained herein, for the sole purpose of determining the amount of extent that an Indemnifying Party has discharged any Losses that are the subject matter of a claim for indemnification hereunder (but not for purposes hereunder, the Indemnifying Party shall be subrogated to all rights of determining the Indemnified Party against any breach ofPerson to the extent of the Losses that relate to such claim. Any Indemnified Party shall, or inaccuracy inupon written request by the Indemnifying Party following the discharge of such claim, execute an instrument reasonably necessary to evidence such subrogation rights. 8.9.2 In the event that any representation or warranty for any purpose hereunder), each representation and warranty and other provision contained in Indemnified Party to this Agreement proposes to make any claim for indemnification pursuant to this Article 8, the Indemnified Party making the claim shall be read without regard promptly deliver on or prior to the date upon which the applicable representations and without giving effect warranties or covenants expire pursuant to any materiality, Material Adverse Effect standard or qualification contained in such representation or warranty (as if such standard or qualification was deleted from such representation and warranty). (b) Each Seller acknowledges that any Buyer Indemnified Person’s rights to indemnification for representations, warranties, covenants and obligations the terms of such Seller contained in this Agreement and the Ancillary Agreements, and the rights and remedies that may be exercised by any such Buyer Indemnified Person, are part within a reasonable time of discovery of the basis breach of the bargain contemplated by or nonperformance of any covenant or obligation to be performed under this Agreement, a certificate signed by the Party making the claim or an officer of the Party making the claim (the “Claim Certificate”) to Seller or Buyer, whichever is applicable (such party from whom indemnification is sought the “Indemnifying Party”), which Claim Certificate shall (A) state the occurrence giving rise to the claim and Buyer’s rights to indemnification under that the Loss or liability has been properly accrued or is anticipated; (B) specify the section of this Agreement shall not be limited, waived under which such claim is made; (C) specify in reasonable detail each individual item of Loss or otherwise affected by virtue of (and Buyer shall be deemed to have relied on the express representations and warranties set forth in this Agreement notwithstanding) any knowledge on the part of Buyer or any of its Representatives, of any inaccuracy of any such representation or warranty of such Seller set forth in this Agreement or any Ancillary Agreement, regardless of whether such knowledge was obtained through Buyer’s own investigation or otherwise other claim (including disclosure by such Sellercopies of all material written evidence thereof), the Acquired Companies amount thereof if reasonably ascertainable, the date such Loss or liability was incurred, properly accrued or is anticipated, the basis for any anticipated Loss or liability and the nature of their respective Representatives)the misrepresentation, and regardless breach of whether warranty or the claim to which such knowledge was obtained before or after Loss is related. The Indemnified Party making the execution and delivery of this Agreement.claim need only state what is required in subsections (A)-