Indemnification and Escrow. 50 9.1 Survival of Representations and Warranties............................50 9.2
Indemnification and Escrow. Subject to the limitations set forth in this Section 5.2, the Shareholder covenants and agrees that it shall indemnify, defend, protect and hold harmless Simtek, at all times from and after the date of this Agreement (subject to any limitation on the survival of representations and warranties set forth in Section 5.1), against all losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses ("Losses") (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation ("Legal Expenses")) incurred or suffered by Simtek or ILSI or both based upon, resulting from or arising out of any inaccuracy or breach of any representation or warranty of the Shareholder in this Agreement, in the event such Losses exceed, in the aggregate, $25,000 (the "Basket Amount"). On the Closing Date, the Shareholder shall deliver to Simtek certificates representing 300,000 shares (the "Escrow Shares") of Simtek Stock issued to Shareholder in negotiable form, duly endorsed in blank, and with separate notarized stock transfer powers attached thereto and signed in blank, which Escrow Shares shall serve to offset any indemnification obligation of Shareholder hereunder. Simtek shall hold the Escrow Shares in escrow for one year following the date hereof. Except for fraud or a breach of Section 3.3, the liability of Shareholder for the breach of any representation or warranty set forth in Article II hereof shall be limited to the Escrow Shares. In the event Simtek receives notice of the commencement of any action, suit or proceeding by any person in respect of which Simtek will seek indemnification hereunder, Simtek shall notify Shareholder thereof in writing in accordance with Section 5.4 below and the parties shall have the right to defend such action, suit or proceeding in accordance with Section 5.4. At the conclusion of the date one year following the date hereof, the parties shall in good faith attempt to agree on whether Shareholder has an obligation to indemnify, defend, protect or hold harmless Simtek pursuant to this Section 5.2 and the dollar amount of Losses incurred or suffered by Simtek or ILSI or both. If the parties cannot so agree, a single arbitrator (the "Arbitrator"), selected jointly by the parties, shall determine, through arbitration in Colorado Springs, Colorado, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, (i) whether Shareholder has...
Indemnification and Escrow. Section 6.1 Survival of Representations and Warranties.....................22 Section 6.2 Indemnity....................................................
Indemnification and Escrow. 25 11. Termination.............................................................28 12.
Indemnification and Escrow. Survival of Representations and Warranties SECTION 9.2. Indemnification
Indemnification and Escrow. 62 6.1 Survival of Representations, Warranties, and Covenants.............................. 62 6.2 Indemnification..................................................................... 62 6.3
Indemnification and Escrow. 26 8.1. Indemnification............................................26 8.2.
Indemnification and Escrow. Indemnification by Sitebridge and the Selling Stockholders. ----------------------------------------------------------
Indemnification and Escrow. Section 6.1. Indemnification by the Stockholder 29 Section 6.2. Indemnification by the Buyer 30 Section 6.3. Indemnification Procedure 30 Section 6.4. Limitations on Indemnity 32 Section 6.5. General Escrow of Certain Buyer Shares 32 Section 6.6. Indemnification Sole Remedy 33
Indemnification and Escrow. 46 SECTION 10.01 Indemnification..........................................................................46 SECTION 10.02
