Common use of Indemnification by Seller Parent Clause in Contracts

Indemnification by Seller Parent. Subject to the other terms and conditions of this Article VIII, Seller Parent shall indemnify and defend each of Buyers and their Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of any Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date. Notwithstanding the foregoing, the indemnification obligations of Seller Parent shall not apply to any claim or proceeding by [*] or its Affiliates, agents, assigns or successors in interest for infringement or misappropriation by any Buyer Indemnitee of the “Seller Licensed Patents” (term as defined in the [*] Agreement).

Indemnification by Seller Parent. Subject to Section 8.1 and the other terms and conditions provisions of this Article ARTICLE VIII, from and after the Closing Date, Seller Parent shall will defend, indemnify and defend each of Buyers and their hold harmless Purchaser, its Affiliates and their respective Representatives officers, directors and employees (collectively, the “Buyer Purchaser Indemnitees”) against), and shall hold each of them harmless from and against, against and shall pay and reimburse each in respect of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based uponby any Purchaser Indemnitee resulting from, arising out of, with respect of or relating to (regardless of whether or by reason of:not such Indemnifiable Losses relate to any Third-Party Claim): (ai) any breach or inaccuracy in or breach of any representation or warranty of Seller Parent contained in ARTICLE II of this Agreement (it being understood and agreed that, except for the representations and warranties set forth in Section 2.9(d) (Intellectual Property Agreements), Section 2.11(a) (Material Contracts) and Section 2.12(a) (Financial Information), for purposes of determining whether a breach or warranties inaccuracy of any Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made has occurred and the amount of Losses to which any indemnification applies, each representation and warranty shall be read without regard and without giving effect to any “materiality,” “Material Adverse Effect” or as if similar qualifiers or words of similar import contained in any such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified datewarranty);; or (bii) any breach or non-fulfillment by Seller Group of any covenant, covenant or agreement or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of any Seller pursuant to contained in this Agreement; (ciii) any Excluded Asset Liabilities; (iv) any Seller Transaction Expenses or Indebtedness to the extent not included in the Closing Statement; (v) any Seller Employee Plan or other employee benefit plan maintained or contributed to by Seller Group or any Excluded Liability; or (d) of its Affiliates or their respective ERISA Affiliates, or any Third Party Claim based upon, resulting from former employee of any Acquired Company or arising out of the business, operations, properties, assets any current or obligations former employee of Seller Group or any of its Affiliates (other than any Acquired Company) (to the Purchased Assets extent not an Assumed Liability); (vi) the matter referred to in Section 8.2(a)(vi) of the Seller Disclosure Schedule and any Covered DOJ Action solely to the extent, for purposes of this Section 8.2(a)(vi), that such Losses are comprised of amounts paid or Assumed Liabilities) conductedpayable to any Governmental Entity or any private relator involving any products or services marketed, existing sold or arising on licensed by the EIS Business as of or prior to the Closing; (vii) the matters referred to in Section 8.2(a)(vii) of the Seller Disclosure Schedule; (viii) the following Taxes: (A) Taxes imposed on an Acquired Company, or for which an Acquired Company may otherwise be liable, or imposed on or with respect to the Contributed Assets, in each case, for any Pre-Closing Tax Period; (B) with respect to any Straddle Period, Taxes imposed on an Acquired Company, or for which an Acquired Company may otherwise be liable, or imposed on or with respect to the Contributed Assets, in each case that are allocable, pursuant to Section 5.4(a), to the portion of such period ending on and including the Closing Date; (C) without duplication of any Tax described in the previous clause (A), Taxes imposed on any member of the Seller Group or any Affiliate thereof (other than the Acquired Companies) for any Taxable Period; and (D) any Taxes imposed on an Acquired Company, or for which an Acquired Company may otherwise be liable, as a member of any consolidated, affiliated, combined or similar group of which either Acquired Company is or has been, on or before the Closing Date, a member (including, without limitation, pursuant to Regulation section 1.1502-6 or any similar provision of state, local or non-US Tax law); and (ix) the matters referred to in Section 8.2(a)(ix) of the Seller Disclosure Schedule solely to the extent, for purposes of this Section 8.2(a)(ix), that such Losses are comprised of amounts paid or payable to any Governmental Entity. Notwithstanding anything to the foregoingcontrary in this Agreement, Seller Parent’s obligation to indemnify Purchaser Indemnitees pursuant to Section 8.2(a)(i) (relating to breaches or inaccuracies of representations or warranties) for Losses that both (x) are attributable to breaches of the indemnification obligations of Seller Parent shall not apply representations included in Section 2.10 and (y) relate to Taxes attributable to any claim Taxable Period (or proceeding by [*] portion thereof) beginning after the Closing Date shall be limited to any such Losses resulting from, arising out of or its Affiliates, agents, assigns relating to breaches or successors in interest for infringement or misappropriation by any Buyer Indemnitee inaccuracies of the “Seller Licensed Patents” representations made in (term as defined in the [*] Agreementi) Section 2.10(d) or (ii) Section 2.10(e).

Indemnification by Seller Parent. (a) Subject to the other terms and conditions of limits set forth in this Article VIIIIX, from and after the Closing, Seller Parent shall indemnify indemnify, defend and defend hold harmless Buyer and each of Buyers and their its Affiliates (including, after the Closing, the Sold Companies) and their respective Representatives officers, directors, stockholders, members, partners, employees, counsel, agents and representatives (the “Buyer Indemnified Persons”) from, against and in respect of any and all actions, suits, proceedings, claims, liabilities, losses, charges, damages, costs and reasonable expenses (including reasonable fees and expenses of counsel) (collectively, the “Buyer IndemniteesLosses”) against), and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, that they incur arising out of, with respect of or due to or by reason of: (ai) any inaccuracy in or breach of any representation or warranty of the representations or warranties of any Seller Sellers contained in this AgreementAgreement (other than the Tax representations and warranties contained in Section 3.12 which shall be governed by Section 5.7), the other Transaction Documents or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date treating such representation or warranty was made or as if such representation or warranty was though made on and as of the date hereof and the Closing Date (Date, except for representations and warranties that expressly relate to the extent such representation or warranty relates to a specified date, the inaccuracy date (in or breach which case such representation and warranty shall be true and correct only on and as of which will be determined with reference to such specified date); (b) , any breach Ancillary Agreements, any Closing Agreement or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller document delivered pursuant to this Agreement for the period such representation or warranty survives, it being understood that for purposes of this Section 9.1(a) any qualifications relating to materiality, including the term “Company Material Adverse Effect”, or relating to knowledge contained in such representation and warranty, shall be disregarded for purposes of determining the amount of any Loss incurred as a result of any breach of a representation or warranty, (ii) any failure of the Sellers to perform any covenant or other agreement of the Sellers contained in this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement; and (ciii) any Excluded Asset or any Excluded Liability; or. (db) Notwithstanding anything to the contrary contained herein, in respect of Section 9.1(a)(i) and Section 9.1(a)(ii) (solely with respect to any Third Party Claim based upon, resulting from covenants or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or agreements required to be performed prior to the Closing Date. Notwithstanding the foregoingClosing), the indemnification obligations following thresholds and limits shall apply: (i) none of the Buyer Indemnified Persons shall be entitled to recover from the Sellers any such individual Loss that is $500,000 or less, (ii) none of the Buyer Indemnified Persons shall be entitled to recover from the Sellers any such Losses unless and until the total of all such Losses which individually exceed $500,000 collectively exceeds $13,000,000, and then only for the amount by which such Losses collectively exceed $13,000,000, provided, however, if Buyer incurs an individual Loss in excess of $500,000 arising from Seller Parent or its Affiliates entering into a Material Contract in violation of Section 5.1, then Buyer may recover for the full amount of such Loss, and (iii) the Buyer Indemnified Persons shall not apply be entitled to any claim or proceeding by [*] or its Affiliatesrecover more, agents, assigns or successors in interest for infringement or misappropriation by any Buyer Indemnitee of the “Seller Licensed Patents” (term as defined in the [*] Agreement)aggregate, than $165,000,000 from the Sellers with respect to all such Losses.

Indemnification by Seller Parent. (a) Subject to the other terms and conditions of limits set forth in this Article VIIIIX, from and after the Closing, Seller Parent shall indemnify indemnify, defend and defend hold harmless Buyer and each of Buyers and their its Affiliates (including, after the Closing, the Sold Companies) and their respective Representatives officers, directors, stockholders, members, partners, employees, counsel, agents and representatives (the “Buyer Indemnified Persons”) from, against and in respect of any and all actions, suits, proceedings, claims, liabilities, losses, charges, damages, costs and reasonable expenses (including reasonable fees and expenses of counsel) (collectively, the “Buyer IndemniteesLosses”) against), and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, that they incur arising out of, with respect to of or by reason of:due to (ai) any inaccuracy in or breach of any representation or warranty of the representations or warranties of any Seller Sellers contained in this AgreementAgreement (other than the Tax representations and warranties contained in Section 3.12 which shall be governed by Section 5.7), the other Transaction Documents or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date treating such representation or warranty was made or as if such representation or warranty was though made on and as of the date hereof and the Closing Date (Date, except for representations and warranties that expressly relate to the extent such representation or warranty relates to a specified date, the inaccuracy date (in or breach which case such representation and warranty shall be true and correct only on and as of which will be determined with reference to such specified date); (b) , any breach Ancillary Agreements, any Closing Agreement or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller document delivered pursuant to this Agreement for the period such representation or warranty survives, it being understood that for purposes of this Section 9.1(a) any qualifications relating to materiality, including the term “Company Material Adverse Effect”, or relating to knowledge contained in such representation and warranty, shall be disregarded for purposes of determining the amount of any Loss incurred as a result of any breach of a representation or warranty, (ii) any failure of the Sellers to perform any covenant or other agreement of the Sellers contained in this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement; and (ciii) any Excluded Asset or any Excluded Liability; or. (db) Notwithstanding anything to the contrary contained herein, in respect of Section 9.1(a)(i) and Section 9.1(a)(ii) (solely with respect to any Third Party Claim based upon, resulting from covenants or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or agreements required to be performed prior to the Closing Date. Notwithstanding the foregoingClosing), the indemnification obligations following thresholds and limits shall apply: (i) none of the Buyer Indemnified Persons shall be entitled to recover from the Sellers any such individual Loss that is $500,000 or less, (ii) none of the Buyer Indemnified Persons shall be entitled to recover from the Sellers any such Losses unless and until the total of all such Losses which individually exceed $500,000 collectively exceeds $13,000,000, and then only for the amount by which such Losses collectively exceed $13,000,000, provided, however, if Buyer incurs an individual Loss in excess of $500,000 arising from Seller Parent or its Affiliates entering into a Material Contract in violation of Section 5.1, then Buyer may recover for the full amount of such Loss, and (iii) the Buyer Indemnified Persons shall not apply be entitled to any claim or proceeding by [*] or its Affiliatesrecover more, agents, assigns or successors in interest for infringement or misappropriation by any Buyer Indemnitee of the “Seller Licensed Patents” (term as defined in the [*] Agreement)aggregate, than $165,000,000 from the Sellers with respect to all such Losses.

Indemnification by Seller Parent. (a) Subject to the other terms and conditions of this Article VIIIapplicable limitations set forth herein, Seller Parent shall indemnify will indemnify, hold harmless, defend and defend each bear all reasonable costs of Buyers defending the Buyer and their Affiliates its Affiliates, and their respective Representatives directors, officers, employees, stockholders, attorneys, accountants and agents (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, : (i) any and all Losses incurred damage, loss, liability, deficiency, cost and expense (including any reasonable attorney and accountant fees, legal costs and expenses) from any Proceeding, demand, assessment, settlement or sustained byjudgment to or against any Buyer Indemnified Party (collectively, or imposed upon, the Buyer Indemnitees based upon“Buyer’s Loss”) as a result of, arising out of, with respect to of or by reason ofin connection with: (aA) any inaccuracy in and all liabilities and obligations of the Sellers of any nature whatsoever (including the Retained Liabilities ), except for the Assumed Liabilities; (B) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Buyer Indemnified Party that relate to the Sellers or the Business which result from or arise out of any action or inaction prior to the Closing Date of the Sellers or any director, officer, employee, agent, representative or subcontractor of any Seller, including any relating to the pre-closing infringement of third party intellectual property (other than those relating to the Neology Lawsuits), except for the Assumed Liabilities; (C) any breach by Seller Parent of any of the representations or warranties of any Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)Article 3; (bD) any breach or non-fulfillment nonperformance by Seller Parent or any FS Tech Entity of any covenant, agreement of its respective covenants or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of any Seller pursuant to agreements contained in this Agreement; (cE) Sellers’ noncompliance with any Excluded Asset bulk sales laws and any other similar laws in any applicable jurisdiction; (F) all liabilities and obligations of the Buyer arising from events occurring after the Closing Date relating to the Neology Lawsuits or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out lawsuit by Neology against the Buyer relating to the activities of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or Business prior to the Closing DateDate (or any lawsuit by any Affiliate or successor to any Claims of Neology against the Buyer); and (G) all Taxes for which Seller Parent is liable under Sections 7.1 and 13.15 for Pre-Closing Tax Periods; and (ii) any and all Claims or Proceedings incident to any of the foregoing or to the enforcement of this Section 12.2(a). (b) Seller Parent shall not have any obligation to indemnify Buyer Indemnified Parties with respect to Section 12.2(a)(i)(C): (i) until the Buyer Indemnified Parties have suffered Buyer’s Losses in excess of Eight Hundred Twenty Five Thousand Dollars ($825,000) (the “Seller’s Floor”), in which case the Buyer Indemnified Parties shall be entitled to recover Losses without regard to the Seller’s Floor, including the first dollar of Buyer’s Loss; or (ii) to the extent the Buyer’s Losses exceeds Twelve Million Dollars ($12,000,000) (the “Seller’s Cap”) (after which point Seller Parent will have no obligation to indemnify the Buyer Indemnified Parties from and against further Buyer’s Loss). Notwithstanding the foregoing, neither the indemnification obligations Seller’s Floor nor the Seller’s Cap shall apply with respect to (A) a breach of any Fundamental Representation, or (B) fraud or intentional misrepresentation. For purposes of calculating whether the Seller’s Floor has been exceeded, the representations and warranties of the Seller Parent shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach results or may result in a Material Adverse Effect. (c) Notwithstanding anything to the contrary set forth in this Agreement: (i) a Buyer Indemnified Party shall be entitled to make a Claim for any contingent liability, within the time limitations set forth in Section 12.1, and to obtain indemnification from the Seller Parent as a result of such Claim, even if the liability becomes an actual liability, due and payable after the occurrence of the time limitations; and (ii) the indemnification provisions set forth in Section 7.4 shall apply in relation to Losses arising with respect to the UK Employees (as and to the extent set forth therein). The indemnification provisions and Buyer’s recovery rights as set forth in Section 7.4 shall not be subject to the Seller’s Floor, the Seller’s Cap or any claim or proceeding by [*] or its Affiliates, agents, assigns or successors other limiting provisions of this Section 12. Buyer shall not make double recovery in interest for infringement or misappropriation respect of any Loss suffered by any Buyer Indemnitee Indemnified Party in relation to any matter which is the subject of both Section 7.4 and this Section 12.2, and the “Seller Licensed Patents” (term as defined provisions of Section 7.4 shall control in the [*] Agreement)event of any conflict.

Indemnification by Seller Parent. Subject to the other terms and conditions of this Article VIII, Seller Parent shall indemnify and defend each of Buyers and their Affiliates and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: : (a) any inaccuracy in or breach of any of the representations or warranties of any Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); ; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement; ; (c) any Excluded Asset or any Excluded Liability; or or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date. Notwithstanding the foregoing, the indemnification obligations of Seller Parent shall not apply to any claim or proceeding by [*] or its Affiliates, agents, assigns or successors in interest for infringement or misappropriation by any Buyer Indemnitee of the “Seller Licensed Patents” (term as defined in the [*] Agreement).

Indemnification by Seller Parent. (a) Subject to the other terms and conditions of this Article VIIIapplicable limitations set forth herein, Seller Parent shall indemnify will indemnify, hold harmless, defend and defend each bear all reasonable costs of Buyers defending the Buyer and their Affiliates its Affiliates, and their respective Representatives directors, officers, employees, stockholders, attorneys, accountants and agents (collectively, the “Buyer IndemniteesIndemnified Parties”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, : (i) any and all Losses incurred damage, loss, liability, deficiency, cost and expense (including any reasonable attorney and accountant fees, legal costs and expenses) from any Proceeding, demand, assessment, settlement or sustained byjudgment to or against any Buyer Indemnified Party (collectively, or imposed upon, the Buyer Indemnitees based upon“Buyer’s Loss”) as a result of, arising out of, with respect to of or by reason ofin connection with: (aA) any inaccuracy in and all liabilities and obligations of the Sellers of any nature whatsoever (including the Retained Liabilities ), except for the Assumed Liabilities; (B) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Buyer Indemnified Party that relate to the Sellers or the Business which result from or arise out of any action or inaction prior to the Closing Date of the Sellers or any director, officer, employee, agent, representative or subcontractor of any Seller, including any relating to the pre-closing infringement of third party intellectual property (other than those relating to the Neology Lawsuits), except for the Assumed Liabilities; (C) any breach by Seller Parent of any of the representations or warranties of any Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date)Article 3; (bD) any breach or non-fulfillment nonperformance by Seller Parent or any FS Tech Entity of any covenant, agreement of its respective covenants or obligation to be performed by any Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of any Seller pursuant to agreements contained in this Agreement; (cE) Sellers’ noncompliance with any Excluded Asset bulk sales laws and any other similar laws in any applicable jurisdiction; (F) all liabilities and obligations of the Buyer arising from events occurring after the Closing Date relating to the Neology Lawsuits or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out lawsuit by Neology against the Buyer relating to the activities of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or Business prior to the Closing DateDate (or any lawsuit by any Affiliate or successor to any Claims of Neology against the Buyer); and (G) all Taxes for which Seller Parent is liable under Sections 7.1 and 13.15 for Pre-Closing Tax Periods; and (ii) any and all Claims or Proceedings incident to any of the foregoing or to the enforcement of this Section 12.2(a). - 60 - (b) Seller Parent shall not have any obligation to indemnify Buyer Indemnified Parties with respect to Section 12.2(a)(i)(C): (i) until the Buyer Indemnified Parties have suffered Buyer’s Losses in excess of Eight Hundred Twenty Five Thousand Dollars ($825,000) (the “Seller’s Floor”), in which case the Buyer Indemnified Parties shall be entitled to recover Losses without regard to the Seller’s Floor, including the first dollar of Buyer’s Loss; or (ii) to the extent the Buyer’s Losses exceeds Twelve Million Dollars ($12,000,000) (the “Seller’s Cap”) (after which point Seller Parent will have no obligation to indemnify the Buyer Indemnified Parties from and against further Buyer’s Loss). Notwithstanding the foregoing, neither the indemnification obligations Seller’s Floor nor the Seller’s Cap shall apply with respect to (A) a breach of any Fundamental Representation, or (B) fraud or intentional misrepresentation. For purposes of calculating whether the Seller’s Floor has been exceeded, the representations and warranties of the Seller Parent shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach results or may result in a Material Adverse Effect. (c) Notwithstanding anything to the contrary set forth in this Agreement: (i) a Buyer Indemnified Party shall be entitled to make a Claim for any contingent liability, within the time limitations set forth in Section 12.1, and to obtain indemnification from the Seller Parent as a result of such Claim, even if the liability becomes an actual liability, due and payable after the occurrence of the time limitations; and (ii) the indemnification provisions set forth in Section 7.4 shall apply in relation to Losses arising with respect to the UK Employees (as and to the extent set forth therein). The indemnification provisions and Buyer’s recovery rights as set forth in Section 7.4 shall not be subject to the Seller’s Floor, the Seller’s Cap or any claim or proceeding by [*] or its Affiliates, agents, assigns or successors other limiting provisions of this Section 12. Buyer shall not make double recovery in interest for infringement or misappropriation respect of any Loss suffered by any Buyer Indemnitee Indemnified Party in relation to any matter which is the subject of both Section 7.4 and this Section 12.2, and the “Seller Licensed Patents” (term as defined provisions of Section 7.4 shall control in the [*] Agreement)event of any conflict.