Common use of Certain Matters Relating to Indemnification Clause in Contracts

Certain Matters Relating to Indemnification. (a) Seller shall not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a) unless the aggregate amount of Losses for which Seller would, but for this Section 9.4(a), be required to indemnify under Section 9.2(a) exceeds One Hundred Sixty Thousand Six Hundred Ninety Five Dollars ($160,695) (the “Deductible”), in which case Seller shall indemnify Purchaser Indemnified Parties for only those certain Losses that are in excess of the Deductible; provided, however, that the Deductible will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Seller’s Fundamental Representations or any of Seller’s representations or warranties set forth in Section 3.17 (Taxes). Notwithstanding anything to the contrary in this Agreement, Seller will not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a) for any Losses in excess of the value of the Holdback Shares (the “Cap”); provided, however, that the Cap will not apply to any Losses arising out of or relating to any breach of or inaccuracy in any of Seller’s Fundamental Representations or any of Seller’s representations or warranties set forth in Section 3.17 (Taxes); provided, further, that the aggregate amount required to be paid by Seller under Section 9.2(a) will not exceed an amount equal to the Consideration. Notwithstanding anything to the contrary, any indemnification payment to which any Purchaser Indemnified Party is entitled under Section 9.2 shall first be made as a payment to such Purchaser Indemnified Party from the Holdback Shares remaining to be issued to Seller and, if such Holdback Shares have been depleted, any additional amount owed shall be paid by Seller with either Purchaser Common Stock or readily available funds, at Seller’s option. For the avoidance of doubt, subject to the provisions of this ARTICLE IX, it is understood that the Holdback Shares to be issued to Seller shall in no way limit the aggregate amount of indemnification to which any Purchaser Indemnified Party is entitled.

Certain Matters Relating to Indemnification. (a) Seller The Shareholders shall not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a10.2(a) or Section 10.2(b) unless the aggregate amount of Losses for which Seller the Shareholders would, but for this Section 9.4(a10.4(a), be required to indemnify under Section 9.2(a10.2(a) and Section 10.2(b) exceeds Five Hundred Thirty One Thousand Five Hundred Sixty Thousand Six Hundred Ninety Five Nineteen Dollars ($160,695531,519) (the “Deductible”) (and, for clarity, any losses subject to the Deductible (as such term is defined under the Contribution Agreement) will be counted for purposes of attaining the Deductible under this Agreement), in which case Seller shall indemnify Purchaser Indemnified Parties for only those certain Losses that are in excess of the Deductible; provided, however, that the Deductible will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Seller’s the Shareholders’ Fundamental Representations or any of Sellerthe Company’s representations or and warranties set forth in under Section 3.17 3.16(a) (Taxes). Notwithstanding anything From and after Closing, subject to Section 10.4(f) below, the contrary in this Agreement, Seller will not be required to indemnify sole recourse of Purchaser Indemnified Parties under Section 9.2(a) for any Losses in excess (i) breach of or inaccuracy of a representation or warranty of the value of Company and the Holdback Shares Shareholders under this Agreement or (ii) Indemnified Taxes shall, in each case, be to make a claim against the “Cap”)Escrow Amount; provided, however, that the Cap this limitation will not apply to any Losses arising out of any Actual Fraud with respect to a Shareholder that committed the Actual Fraud or relating to any a breach of or inaccuracy in any of Sellersuch Shareholder’s Fundamental Representations or any of Seller’s representations or warranties set forth in Section 3.17 (Taxes); provided, further, that the aggregate amount required to be paid by Seller under Section 9.2(a) will not exceed an amount equal to the ConsiderationRepresentations. Notwithstanding anything to the contrary, any Any indemnification payment to which any Purchaser Indemnified Party is entitled under Section 9.2 Sections 10.2(c) to (e) or with respect to a Fundamental Representation, shall first be made as a payment to such Purchaser Indemnified Party from the Holdback Shares remaining to be issued to Seller Escrow Amount and, if such Holdback Shares have and when the Escrow Amount has been depleted, any additional amount owed such payment shall be paid made by Seller with either Purchaser Common Stock or readily available funds, at Seller’s option. For the avoidance of doubt, subject to the provisions of this ARTICLE IXShareholders, it is being understood that the Holdback Shares to be issued to Seller Escrow Amount shall in no way limit the aggregate amount of indemnification to which any Purchaser Indemnified Party is entitled.entitled under Sections 10.2(c) to (e), with respect to a Fundamental Representation, subject to the provisions of this ARTICLE X.

Certain Matters Relating to Indemnification. (a) Seller The Shareholders shall not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a10.2(a) or Section 10.2(b) unless the aggregate amount of Losses for which Seller the Shareholders would, but for this Section 9.4(a10.4(a), be required to indemnify under Section 9.2(a10.2(a) and Section 10.2(b) exceeds Five Hundred Thirty One Thousand Five Hundred Sixty Thousand Six Hundred Ninety Five Nineteen Dollars ($160,695531,519) (the “Deductible”) (and, for clarity, any losses subject to the Deductible (as such term is defined under the Stock Purchase Agreement) will be counted for purposes of attaining the Deductible under this Agreement), in which case Seller shall indemnify Purchaser Indemnified Parties for only those certain Losses that are in excess of the Deductible; provided, however, that the Deductible will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Seller’s the Shareholders’ Fundamental Representations or any of Sellerthe Company’s representations or and warranties set forth in under Section 3.17 3.16(a) (Taxes). Notwithstanding anything From and after Closing, subject to Section 10.4(f) below, the contrary in this Agreement, Seller will not be required to indemnify sole recourse of Purchaser Indemnified Parties under Section 9.2(a) for any Losses in excess (i) breach of or inaccuracy of a representation or warranty of the value of Company and the Holdback Shares Shareholders under this Agreement or (ii) Indemnified Taxes shall, in each case, be to make a claim against the “Cap”)Escrow Shares; provided, however, that the Cap this limitation will not apply to any Losses arising out of any Actual Fraud with respect to a Shareholder that committed the Actual Fraud or relating to any a breach of or inaccuracy in any of Sellersuch Shareholder’s Fundamental Representations or any of Seller’s representations or warranties set forth in Section 3.17 (Taxes); provided, further, that the aggregate amount required to be paid by Seller under Section 9.2(a) will not exceed an amount equal to the ConsiderationRepresentations. Notwithstanding anything to the contrary, any Any indemnification payment to which any Purchaser Indemnified Party is entitled under Section 9.2 Sections 10.2(c) to (d) or with respect to a Fundamental Representation, shall first be made as a payment to such Purchaser Indemnified Party from the Holdback Escrow Shares remaining to be issued to Seller and, if such Holdback and when the Escrow Shares have been depleted, any additional amount owed such payment shall be paid made by Seller with either Purchaser Common Stock or readily available funds, at Seller’s option. For the avoidance of doubt, subject to the provisions of this ARTICLE IXShareholders, it is being understood that the Holdback Escrow Shares to be issued to Seller shall in no way limit the aggregate amount of indemnification to which any Purchaser Indemnified Party is entitled.entitled under Sections 10.2(c) to (d), with respect to a Fundamental Representation, subject to the provisions of this ARTICLE X.

Certain Matters Relating to Indemnification. (a) Seller Sellers shall not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a) unless the aggregate amount of Losses for which Seller Sellers would, but for this Section 9.4(a), be required to indemnify under Section 9.2(a) exceeds One Hundred Sixty the deductible amount of Ninety Thousand Six Hundred Ninety Five Dollars ($160,69590,000) (the “DeductibleBasket”), ) in which case Seller Sellers shall indemnify Purchaser Indemnified Parties for only those certain all such Losses that are in excess of without regard to the DeductibleBasket; provided, however, that the Deductible Basket will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Seller’s Sellers’ Fundamental Representations or any of Seller’s Sellers’ representations or warranties set forth in Section 3.8(b) and Section 3.17 (Taxes). Notwithstanding anything to the contrary in this Agreement, Seller Sellers will not be required to indemnify Purchaser Indemnified Parties under (i) Section 9.2(a) for any Losses in excess of the value of the Holdback Shares (the “Cap”); provided, however, that the Cap will not apply to any Losses arising out of or relating to any breach of or inaccuracy in any of Seller’s Sellers’ Fundamental Representations or any of Seller’s Sellers’ representations or warranties set forth in Section 3.17 (Taxes); provided, further, that the aggregate amount required to be paid by Seller Sellers under Section 9.2(a) for breaches of any of Sellers’ Fundamental Representations will not exceed an amount equal to the Final Consideration; and (ii) Section 9.2(f) and Section 9.2(g) for any Losses that exceed $2,500,000, in the aggregate, as between this Agreement and the Purchase Agreement. Notwithstanding anything to the contrary, any Any indemnification payment to which any Purchaser Indemnified Party is entitled under Section 9.2 shall first be made as a payment to such Purchaser Indemnified Party from the Holdback Shares remaining to be issued to Seller and, if such and when the Holdback Shares have had been depleted, any additional amount owed such payment shall be paid made by Seller with either Purchaser Common Stock or readily available funds, at Seller’s option. For the avoidance of doubt, subject to the provisions of this ARTICLE IXSellers, it is being understood that the Holdback Shares to be issued to Seller shall in no way limit the aggregate amount of indemnification to which any Purchaser Indemnified Party is entitled, subject to the provisions of this ARTICLE IX.

Certain Matters Relating to Indemnification. (a) Seller shall will not be required to indemnify the Purchaser Indemnified Parties under Section 9.2(a12.2(a)(i) and Section 12.2(b)(i) unless the aggregate amount of Losses for which Seller would, but for this Section 9.4(a12.4(a), be required to indemnify under Section 9.2(a12.2(a)(i) and Section 12.2(b)(i) and exceeds One Hundred Sixty Thousand Six Hundred Ninety Five Three Million Dollars ($160,6953,000,000) (the “Deductible”), in which case Seller shall indemnify the Purchaser Indemnified Parties for only those certain all such Losses that are in excess of the such Deductible; provided, however, that the Deductible will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Seller’s the Companies’ Fundamental Representations or any of Seller’s the representations or and warranties set forth in Section 3.17 5.18 (Taxes). Notwithstanding anything Purchaser will not be required to indemnify the contrary Seller Indemnified Parties under Section 12.3(a) and Section 12.3(b) unless the aggregate amount of Losses for which Purchaser would, but for this Section 12.4(a), be required to indemnify under Section 12.3(a) exceeds the Deductible, in this Agreementwhich case Purchaser shall indemnify the Seller Indemnified Parties for all such Losses in excess of such Deductible; provided, however, that the Deductible will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Purchaser’s Fundamental Representations. (b) Seller will not be required to indemnify the Purchaser Indemnified Parties under Section 9.2(a12.2(a)(i) and Section 12.2(b)(i) for any Losses in excess of the value of the Holdback Shares Three Million Dollars ($3,000,000) (the “Cap”); provided, however, that the Cap will not apply to any Losses arising out of or relating to (i) any breach of or inaccuracy in any of Seller’s the Companies’ Fundamental Representations or any of Seller’s the representations or and warranties set forth in Section 3.17 5.18 (Taxes), or (ii) any Indemnifiable Taxes; provided, further, that (except with respect to clause (ii) of Indemnifiable Taxes) the aggregate amount required to be paid by Seller under Section 9.2(a) 12.2 will not exceed an amount equal to the ConsiderationFinal Purchase Price, with the liability of Seller not to exceed the amount of consideration that Seller actually received hereunder. Notwithstanding anything The aggregate amount required to the contrary, any indemnification payment to which any Purchaser Indemnified Party is entitled under Section 9.2 shall first be made as a payment to such Purchaser Indemnified Party from the Holdback Shares remaining to be issued to Seller and, if such Holdback Shares have been depleted, any additional amount owed shall be paid by Seller with either Purchaser Common Stock or readily available funds, at Seller’s option. For the avoidance of doubt, subject under Section 12.3 will not exceed an amount equal to the provisions of this ARTICLE IX, it is understood that the Holdback Shares to be issued to Seller shall in no way limit the aggregate amount of indemnification to which any Purchaser Indemnified Party is entitledFinal Purchase Price.

Certain Matters Relating to Indemnification. (a) Seller Sellers shall not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a) unless the aggregate amount of Losses for which Seller Sellers would, but for this Section 9.4(a), be required to indemnify under Section 9.2(a) exceeds One Hundred Sixty Ten Thousand Six Hundred Ninety Five Dollars ($160,695110,000) (the “DeductibleBasket”), in which case Seller Sellers shall indemnify Purchaser Indemnified Parties for only those certain all such Losses that are in excess of without regard to the DeductibleBasket; provided, however, that the Deductible Basket will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Seller’s Sellers’ Fundamental Representations or any of Seller’s Sellers’ representations or warranties set forth in Section 3.8(b) and Section 3.17 (Taxes). Notwithstanding anything to the contrary in this Agreement, Seller Sellers will not be required to indemnify Purchaser Indemnified Parties under (i) Section 9.2(a) for any Losses in excess of the value of the Holdback Shares Amount (the “Cap”); provided, however, that the Cap will not apply to any Losses arising out of or relating to any breach of or inaccuracy in any of Seller’s Sellers’ Fundamental Representations or any of Seller’s Sellers’ representations or warranties set forth in Section 3.17 (Taxes); provided, further, that the aggregate amount required to be paid by Seller Sellers under Section 9.2(a) for breaches of any of Sellers’ Fundamental Representations will not exceed an amount equal to the Final Consideration; and (ii) Section 9.2(f) and Section 9.2(g) for any Losses that exceed $2,500,000, in the aggregate, as between this Agreement and the Contribution Agreement. Notwithstanding anything to the contrary, any Any indemnification payment to which any Purchaser Indemnified Party is entitled under Section 9.2 shall first be made as a payment to such Purchaser Indemnified Party from the Holdback Shares remaining to be issued to Seller Amount and, if such and when the Holdback Shares have Amount had been depleted, any additional amount owed such payment shall be paid made by Seller with either Purchaser Common Stock or readily available funds, at Seller’s option. For the avoidance of doubt, subject to the provisions of this ARTICLE IXSellers, it is being understood that the Holdback Shares to be issued to Seller Amount shall in no way limit the aggregate amount of indemnification to which any Purchaser Indemnified Party is entitled, subject to the provisions of this ARTICLE IX.

Certain Matters Relating to Indemnification. (a) Seller shall not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a9.2(a)(i) unless the aggregate amount of Losses for which Seller would, but for this Section 9.4(a), be required to indemnify under Section 9.2(a9.2(a)(i) exceeds One Hundred Sixty Thousand Six Hundred Ninety Five Dollars ($160,695) (the “Deductible”), in which case Seller shall indemnify Purchaser Indemnified Parties for only those certain Losses that are in excess of the Deductible; provided, however, that the Deductible will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Seller’s Fundamental Representations or any of Seller’s representations or warranties set forth in Section 3.17 (Taxes). Notwithstanding anything to the contrary in this Agreement, Seller will not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a9.2(a)(i) for any Losses in excess of the value of the Holdback Shares Escrow Amount (the “Cap”); provided, however, that the Cap will not apply to any Losses arising out of or relating to any breach of or inaccuracy in any of Seller’s Fundamental Representations or any of Seller’s representations or warranties set forth in Section 3.17 (Taxes); provided, further, that the aggregate amount required to be paid by Seller under Section 9.2(a9.2(a)(i) will not exceed an amount equal to the Final Consideration. Notwithstanding anything to the contrary, any Any indemnification payment to which any Purchaser Indemnified Party is entitled under Section 9.2 shall first be made as a payment to such Purchaser Indemnified Party from the Holdback Shares remaining to be issued to Seller Escrow Amount and, if such Holdback Shares have and when the Escrow Amount has been depleted, any additional amount owed such payment shall be paid made by Seller with either Purchaser Common Stock or readily available funds, at Seller’s option. For the avoidance of doubt, subject to the provisions of this ARTICLE IX, it is being understood that the Holdback Shares to be issued to Seller Escrow Amount shall in no way limit the aggregate amount of indemnification to which any Purchaser Indemnified Party is entitled., subject to the provisions of this ARTICLE IX. 44

Certain Matters Relating to Indemnification. (a) Seller Sellers shall not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a) unless the aggregate amount of Losses for which Seller Sellers would, but for this Section 9.4(a), be required to indemnify under Section 9.2(a) exceeds One Three Hundred Sixty Eighty Eight Thousand Six Hundred Ninety Five Dollars ($160,695388,000) (the “Deductible”), in which case Seller Sellers shall indemnify Purchaser Indemnified Parties for only those certain all Losses that are in excess of exceed the Deductible; provided, however, that the Deductible will not apply to any Losses resulting from, arising out of, or relating to any breach of or inaccuracy in any of Seller’s Sellers’ Fundamental Representations or any of Seller’s Sellers’ representations or warranties set forth in Section 3.17 (Taxes). Notwithstanding anything to the contrary in this Agreement, Seller Sellers will not be required to indemnify Purchaser Indemnified Parties under Section 9.2(a) for any Losses in excess of the value of the Holdback Shares Amount (the “Cap”); provided, however, that the Cap will not apply to any Losses arising out of or relating to any breach of or inaccuracy in any of Seller’s Sellers’ Fundamental Representations or any of Seller’s Sellers’ representations or warranties set forth in Section 3.17 (Taxes); provided, further, that the aggregate amount required to be paid by Seller Sellers under Section 9.2(a) will not exceed an amount equal to the Final Consideration. Notwithstanding anything to the contrary, any Any indemnification payment to which any Purchaser Indemnified Party is entitled under Section 9.2 shall first be made as a payment to such Purchaser Indemnified Party from the Holdback Shares remaining to be issued to Seller Amount and, if such and when the Holdback Shares have Amount has been depleted, any additional amount owed such payment shall be paid made by Seller with either Purchaser Common Stock or readily available fundseach Seller, at Seller’s option. For the avoidance of doubt, subject to the provisions of this ARTICLE IX, jointly and severally it is being understood that the Holdback Shares to be issued to Seller Amount and the Specific Litigation Holdback Amount shall in no way limit the aggregate amount of indemnification to which any Purchaser Indemnified Party is entitled, subject to the provisions of this ARTICLE VI.