Common use of INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Clause in Contracts

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, and affiliates, and will pay to such Persons the amount of any Damages arising from (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any Schedule or certificate delivered by Buyer pursuant to this Agreement, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (c) any valid claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated herein. Procedure for Indemnification -- Third Party Claims. Promptly after receipt by an indemnified party under Section 5.2 or Section 5.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. If any Proceeding referred to in Section 00 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 0 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding; (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (1) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (3) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding on the matters alleged therein, and agree that process may be served on Seller with respect to such claim anywhere in the world. Procedure for Indemnification -- Other Claims. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, and affiliatesSeller, and will pay to such Persons Seller the amount of any Damages arising arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement (without giving effect to any supplement to the Buyer's Disclosure Letter), the Buyer's Disclosure Letter, the supplements to the Buyer's Disclosure Letter, or in any Schedule other certificate or certificate document delivered by Buyer pursuant to this Agreement, ; (b) any Breach of any representation or warranty made by Buyer in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Buyer's Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Buyer's Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.5(b)(ii) as having caused the condition specified in Section 8.1 not to be satisfied; (c) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or ; (cd) any valid claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated herein. Procedure for Indemnification -- Third Party Claims. Promptly after receipt by an indemnified party under Contemplated Transactions; or (e) payments owed to Seller pursuant to Section 5.2 or Section 5.3 of notice of the commencement of 2.3 hereof that are not paid when due; provided, however, that Buyer shall have no obligation to make any Proceeding against it, such indemnified party will, if a claim is payment to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. If any Proceeding referred to in Section 00 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Seller under this Section 0 for any fees 10.4 unless the aggregate amount to which Seller is entitled by reason of other counsel or all claims under this Section 10.4 and to any other expenses with respect to Seller (as defined in the defense respective Purchase Agreements) under the respective Purchase Agreements exceeds $50,000 in the aggregate of all amounts collectible under the Acquired Companies' errors and omissions policies, it being understood that once such Proceedingamount is exceeded, in each case subsequently incurred by the indemnified party in connection with the defense aggregate of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding; (i) it will be conclusively established for purposes of all claims under this Agreement that the claims made in that Proceeding are within the scope of Section 10.4 and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (1) there is no finding or admission of any violation of Legal Requirements or any violation under corresponding sections of the rights Purchase Agreements shall be payable by Buyer on demand. The remedies provided in this Section 10.4 will not be exclusive of any Person and no effect on or limit any other claims remedies that may be made against the indemnified party, and (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (3) the indemnified party will have no liability with respect available to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding on the matters alleged therein, and agree that process may be served on Seller with respect to such claim anywhere in the world. Procedure for Indemnification -- Other Claims. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is soughtSeller.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. (a) Buyer will indemnify and hold harmless Seller and its Representatives, stockholders, controlling personsSeller, and affiliates, each Key Employee and their respective Representatives and will pay to such Persons Party the amount of any Damages arising arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer to the indemnified party in this Agreement or in any certificate, document, instrument or agreement delivered by Buyer pursuant to this Agreement, (b) any Breach of any representation or warranty made by Buyer in this Agreement as if such representation or warranty were made on and as of the Closing Date other than any such Breach that is expressly identified in any Schedule the Buyer's Certificate as having caused the condition specified in Section 8.1 not to be satisfied; or certificate delivered by Buyer pursuant to this Agreement, (bc) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement or in any certificate, document, instrument or agreement delivered by Buyer pursuant to this Agreement, or (cd) any valid claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated herein. Procedure for Indemnification -- Third Contemplated Transactions. (b) Newmark will indemnify and hold harmless Seller, and each Key Employee and their respective Representatives and will pay to such Party Claims. Promptly after receipt by an indemnified party under Section 5.2 or Section 5.3 of notice of the commencement amount of any Proceeding against itDamages arising, such indemnified party willdirectly or indirectly, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party from or in connection with (a) any Breach of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced representation or warranty made by the indemnifying party's failure to give such notice. If any Proceeding referred to in Section 00 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance Newmark to the indemnified party in this Agreement or in any certificate, document, instrument or agreement delivered by Newmark pursuant to this Agreement, (b) any Breach of any representation or warranty made by Newmark in this Agreement as if such representation or warranty were made on and as of the Closing Date other than any such Breach that is expressly identified in the Buyer's Certificate as having caused the condition specified in Section 8.1 not to be satisfied; or (c) any Breach by Newmark of any covenant or obligation of Newmark in this Agreement or in any certificate, document, instrument or agreement delivered by Newmark pursuant to this Agreement, or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Newmark (or any Person acting on its financial capacity to defend such Proceeding behalf) in connection with any of the Contemplated Transactions. (c) Pacific USA will indemnify and provide indemnification with respect hold harmless Seller, and each Key Employee and their respective Representatives and will pay to such Proceeding)Party the amount of any Damages arising, to assume the defense directly or indirectly, from or in connection with (a) any Breach of such Proceeding with counsel satisfactory any representation or warranty made by Pacific USA to the indemnified party andin this Agreement or in any certificate, after notice from document, instrument or agreement delivered by Pacific USA pursuant to this Agreement, (b) any Breach of any representation or warranty made by Pacific USA in this Agreement as if such representation or warranty were made on and as of the indemnifying party Closing Date other than any such Breach that is expressly identified in the Buyer's Certificate as having caused the condition specified in Section 8.1 not to be satisfied; or (c) any Breach by Pacific USA of any covenant or obligation of Pacific USA in this Agreement or in any certificate, document, instrument or agreement delivered by Pacific USA pursuant to this Agreement, or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Pacific USA (or any Person acting on its behalf) in connection with any of the indemnified party of its election to assume the defense of such ProceedingContemplated Transactions. (d) Seller, the indemnifying party will notAcquired Companies and the Partnership (the "Seller and Entities") have not participated in the preparation of any portion of, as long as it diligently conducts such defensenor reviewed, be liable nor have any responsibility to the indemnified party under this Section 0 for any fees of other counsel Buyer, Newmark, Pacific USA or any other expenses Person with respect to the defense of such Proceedingto, in each case subsequently incurred by the indemnified party in connection any registration statement or other filing with the defense of such Proceedingfederal Securities and Exchange Commission or any state securities law authority by Pacific USA, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding; (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise Newmark, Buyer or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (1) there is no finding or admission any affiliate of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (3) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding on the matters alleged therein, and agree that process may be served on Seller with respect to such claim anywhere in the world. Procedure for Indemnification -- Other Claims. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought.them

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Seller Sellers and its Representativestheir respective Affiliates (collectively, stockholders, controlling persons, and affiliatesthe "Buyer Indemnified Persons") for, and will pay to such the Buyer Indemnified Persons the amount of any Damages arising arising, directly or indirectly, from or in connection with: (a) any Breach breach of any representation or warranty made by Buyer in this Agreement or in the Disclosure Schedule, unless any Schedule or certificate delivered by Buyer pursuant of the Executives had Knowledge of such breach at the time of the Closing and Sellers nonetheless elected to this Agreement, proceed with the Closing; (b) any Breach breach by Buyer of any covenant or obligation of Buyer in this Agreement, or (unless any of the Executives had knowledge of such breach at the time of the Closing and Sellers nonetheless elected to proceed with the Closing); or (c) any valid claim Taxes or other tax liability of the Company incurred by any Person for brokerage Sellers pursuant to or finder's fees or commissions or similar payments based upon any agreement made by such Person with Buyer (or any Person acting on its behalf) in connection with any Section 338(h)(10) Elections made by Buyer in accordance with Section 5.11 hereof, in which case, any payment made by the Buyer pursuant to this Section 10.2(c) shall be "grossed up" for any federal, state or local tax liability payable in respect of the transactions contemplated herein. Procedure for Indemnification -- Third Party Claims. such payments (provided that this Section is not intended and shall not require more than one "gross up"). (a) Promptly after receipt by an indemnified party Indemnified Person under Section 5.2 10.1 or Section 5.3 10.2, of notice of the commencement of any Proceeding claim against it, such indemnified party Indemnified Person will, if a claim is to be made against an indemnifying party Indemnifying Party under such Section, give notice to the indemnifying party Indemnifying Party of the commencement of such claim, but the failure to notify the indemnifying party Indemnifying Party will not relieve the indemnifying party Indemnifying Party of any liability that it may have to any indemnified partyIndemnified Person, except to the extent that the indemnifying party demonstrates that the defense of such action Indemnified Party is prejudiced by the indemnifying partyIndemnifying Party's failure to give such notice. . (b) If any Proceeding claim referred to in Section 00 10.3(a) is brought against an indemnified party Indemnified Person and it such Indemnified Person gives notice to the indemnifying party Indemnifying Party of the commencement of a proceeding with respect to such claim (a "Proceeding"), the indemnifying party will, unless the claim involves taxes, Indemnifying Party will be entitled to participate in such Proceeding and, to the extent that it wishes chooses (unless (i) the indemnifying party Indemnifying Party is also a party to such Proceeding and the indemnified party Indemnified Person determines in good faith that joint representation the Indemnifying Party would be inappropriate, or (iihave a conflict of interest in assuming such defense) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel reasonably satisfactory to the indemnified party Indemnified Person and, after notice from the indemnifying party Indemnifying Party to the indemnified party Indemnified Person of its election to assume the defense of such Proceeding, the indemnifying party Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the indemnified party Indemnified Person under this Section 0 Article 10 for any fees of other counsel (other than in the circumstances provided above) or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party Indemnifying Party assumes the defense of a Proceeding; (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) claim, no compromise or settlement of any such claims claim may be effected by the indemnifying party Indemnifying Party without the indemnified partyIndemnified Person's consent, which consent shall not be unreasonably withheld, unless (1A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified partyIndemnified Person, and (2B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (3) the indemnified party will have no liability with respect Indemnifying Party. Subject to any compromise or settlement of such claims effected without its consent. If Section 10.3(c), if notice is given to an indemnifying party of the commencement Indemnifying Party of any Proceeding claim and the indemnifying party Indemnifying Party does not, within ten twenty (20) days after the indemnified partyIndemnified Person's notice is given, give notice to the indemnified party Indemnified Person of its election to assume the defense of such Proceedingclaim, the indemnifying party Indemnifying Party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. Indemnified Person and will be liable for all expenses if it wrongfully failed to assume such defense. (c) Notwithstanding the foregoing, if an indemnified party Indemnified Person determines in good faith that there is a reasonable probability that a Proceeding claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party Indemnified Person may, by notice to the indemnifying partyIndemnifying Party, assume the exclusive right to defend, compromise, or settle such Proceedingclaim, but the indemnifying party Indemnifying Party will not be bound by any determination of a Proceeding claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding on the matters alleged therein, and agree that process may be served on Seller with respect to such claim anywhere in the world. Procedure for Indemnification -- Other Claims. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought) or delayed.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, and affiliatesSellers, and will pay to such Persons Sellers the amount of any Damages arising arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement (without giving effect to any supplement to the Buyer's Disclosure Letter), the Buyer's Disclosure Letter, the supplements to the Buyer's Disclosure Letter, or in any Schedule other certificate or certificate document delivered by Buyer pursuant to this Agreement, ; (b) any Breach of any representation or warranty made by Buyer in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Buyer's Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Buyer's Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.5(b)(ii) as having caused the condition specified in Section 10.1 not to be satisfied; (c) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or ; (cd) any valid claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated herein. Procedure for Indemnification -- Third Party Claims. Promptly after receipt by an indemnified party under Contemplated Transactions; or (e) payments owed to Sellers pursuant to Section 5.2 or Section 5.3 of notice of the commencement of 2.3 hereof that are not paid when due; provided, however, that Buyer shall have no obligation to make any Proceeding against it, such indemnified party will, if a claim is payment to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. If any Proceeding referred to in Section 00 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Sellers under this Section 0 for any fees 12.4 unless the aggregate amount to which Sellers are entitled by reason of other counsel or all claims under this Section 12.4 and to any other expenses with respect to Seller (as defined in the defense respective Purchase Agreements) under the respective Purchase Agreements exceeds $50,000 in the aggregate of all amounts collectible under the Acquired Companies' errors and omissions policies, it being understood that once such Proceedingamount is exceeded, in each case subsequently incurred by the indemnified party in connection with the defense aggregate of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding; (i) it will be conclusively established for purposes of all claims under this Agreement that the claims made in that Proceeding are within the scope of Section 12.4 and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (1) there is no finding or admission of any violation of Legal Requirements or any violation under corresponding sections of the rights Purchase Agreements shall be payable by Buyer on demand. The remedies provided in this Section 12.4 will not be exclusive of any Person and no effect on or limit any other claims remedies that may be made against the indemnified party, and (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (3) the indemnified party will have no liability with respect available to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding on the matters alleged therein, and agree that process may be served on Seller with respect to such claim anywhere in the world. Procedure for Indemnification -- Other Claims. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is soughtSellers.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, and affiliatesSellers, and will pay to such Persons Sellers the amount of any Damages arising arising, directly or indirectly, from or in connection with: (a) any Breach untruth or inaccuracy of any representation or warranty made by Buyer in or pursuant to this Agreement or in any Schedule or certificate delivered by Buyer pursuant to this Agreement, ; (b) any Breach the failure by Buyer of to observe or perform any covenant or obligation of Buyer in this Agreement, or ; (c) any valid Claims or Threatened Claims against an indemnified party arising in connection with the actions or inactions of the Company or the Buyer or the officers, directors, partners, employees or agents of the Company with respect to the business of the Company or its real property or other assets after Closing; or (d) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated hereinContemplated Transactions. Procedure for Indemnification -- Third Party Claims. Promptly after receipt by an indemnified party under Section 5.2 or Section 5.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if If Sellers have a claim is for indemnification under this Section 11.3, Sellers’ Representative will deliver to be made against an indemnifying party under Buyer one or more written notices of Damages. Any written notice will state in reasonable detail the basis for such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except Damages to the extent then known by Sellers and the nature of Damages for which indemnification is sought, and it may state the amount of Damages claimed by Sellers. If such written notice (or an amended notice) states the amount of Damages claimed and Buyer notifies Sellers’ Representative that Buyer does not dispute the indemnifying party demonstrates that the defense claim described in such notice or fails to notify Sellers’ Representative within 20 business days after delivery of such action is prejudiced notice by Sellers’ Representative whether Buyer disputes the indemnifying party's failure to give claim described in such notice, such Damages in the amount specified in Sellers’ Representative’s notice will be admitted by Buyer, and Buyer will pay the amount of such Damages to Sellers. If any Proceeding referred to in Section 00 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of Buyer has timely disputed its financial capacity to defend such Proceeding and provide indemnification liability with respect to such Proceeding)claim, Buyer and Sellers’ Representative will proceed in good faith to assume the defense negotiate a resolution of such Proceeding with counsel satisfactory to dispute. If a written notice does not state the indemnified party andamount of Damages claimed, after notice such omission will not preclude Sellers from recovering from Buyer the indemnifying party to the indemnified party amount of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 0 for any fees of other counsel or any other expenses Damages with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding; (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (1) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (3) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made claim described in such Proceeding or notice if any compromise or settlement effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there such amount is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding on the matters alleged therein, and agree that process may be served on Seller with respect to such claim anywhere in the world. Procedure for Indemnification -- Other Claims. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is soughtpromptly provided once determined.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Buyer will indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, and affiliatesSeller, and will pay to such Persons Seller the amount of any Damages arising arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement (without giving effect to any supplement to the Buyer's Disclosure Letter), the Buyer's Disclosure Letter, the supplements to the Buyer's Disclosure Letter, or in any Schedule other certificate or certificate document delivered by Buyer pursuant to this Agreement, ; (b) any Breach of any representation or warranty made by Buyer in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Buyer's Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Buyer's Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.5(b)(ii) as having caused the condition specified in Section 9.1 not to be satisfied; (c) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, or ; (cd) any valid claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated herein. Procedure for Indemnification -- Third Party Claims. Promptly after receipt by an indemnified party under Contemplated Transactions; or (e) payments owed to Seller pursuant to Section 5.2 or Section 5.3 of notice of the commencement of 2.3 hereof that are not paid when due; provided, however, that Buyer shall have no obligation to make any Proceeding against it, such indemnified party will, if a claim is payment to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice. If any Proceeding referred to in Section 00 is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party Seller under this Section 0 for any fees 10.4 unless the aggregate amount to which Seller is entitled by reason of other counsel or all claims under this Section 10.4 and to any other expenses with respect to Seller (as defined in the defense respective Purchase Agreements) under the respective Purchase Agreements exceeds $50,000 in the aggregate of all amounts collectible under the Acquired Companies' errors and omissions policies, it being understood that once such Proceedingamount is exceeded, in each case subsequently incurred by the indemnified party in connection with the defense aggregate of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding; (i) it will be conclusively established for purposes of all claims under this Agreement that the claims made in that Proceeding are within the scope of Section 10.4 and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (1) there is no finding or admission of any violation of Legal Requirements or any violation under corresponding sections of the rights Purchase Agreements shall be payable by Buyer on demand. The remedies provided in this Section 10.4 will not be exclusive of any Person and no effect on or limit any other claims remedies that may be made against the indemnified party, and (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (3) the indemnified party will have no liability with respect available to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). Seller hereby consents to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding on the matters alleged therein, and agree that process may be served on Seller with respect to such claim anywhere in the world. Procedure for Indemnification -- Other Claims. A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is soughtSeller.