Common use of Indemnification by Seller Parent Clause in Contracts

Indemnification by Seller Parent. (a) From and after the Closing, on the terms and subject to the conditions of this Agreement, Seller Parent shall indemnify, defend and hold harmless Buyer and its Affiliates, each of their respective members, equityholders, directors, officers, employees, agents and Representatives, and each successor and permissible assign of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from and against, and reimburse or pay to any Buyer Indemnified Party for all Losses that such Buyer Indemnified Party may suffer or incur, or become subject to, as a result of: (i) the breach or inaccuracy of any representations or warranties made by the Seller Parties in this Agreement or in any certificate delivered in connection herewith; (ii) any breach or failure by any of the Seller Parties to perform any of its covenants or agreements contained in this Agreement; (A) any Taxes imposed as a result of the Companies being a member of any Affiliated Group at any time on or prior to the Closing Date pursuant to Treasury Regulation Section 1.1502-6(a) (or under any similar provision of Law), (B) any Taxes of the Companies for taxable years or periods ending on or before the Closing Date, (C) in the case of any Straddle Period, any Taxes of the Companies for the portion of such Straddle Period ending on and including the Closing Date, (D) any Taxes arising from or relating to the Reorganization, (E) 50 percent of any and all Transfer Taxes imposed or arising with respect to the Transactions (and, for the avoidance of doubt, 100 percent of any and all Transfer Taxes imposed or arising with respect to the Reorganization) and (F) any Taxes of any Person imposed on any Company as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing; (iv) any Excluded Liabilities; or (v) the Special Indemnity Matters. (b) Notwithstanding anything in this Agreement to the contrary: (i) Seller Parent shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 12.02(a)(i) (other than with respect to Fraud, the Seller Fundamental Representations, and/or the representations and warranties made in Section 4.14 (Taxes)) or, solely with respect to the limitations set forth in Section 12.02(b)(i)(A), any Losses pursuant to Section 12.02(a)(v) (other than with respect to Fraud) in respect of the matters described in items 1 and 3 of Section 1.01(d) of the Seller Disclosure Schedule: (A) with respect to any claim unless such claim (together with all other claims, if any, resulting from the same facts and circumstances) involves Losses in excess of $50,000 (the “Threshold”); provided, however, (1) once the Threshold is exceeded in respect of any such claim or series of claims resulting from the same facts and circumstances, the full amount of all Losses relating to such claim or series of claims shall be, subject to the other limitations set forth in this Article XII, indemnifiable and (2) whether or not the Threshold is exceeded, all Losses in respect of such claim (or series of claims) shall be taken into account for purposes of calculating the aggregate amount of Buyer Indemnified Parties’ Losses and the Deductible Amount described in Section 12.02(b)(i)(B); and (B) until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds $1,250,000 (the “Deductible Amount”), after which Seller Parent shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible Amount; (ii) the cumulative indemnification obligation of Seller Parent under Section 12.02(a)(i) (other than with respect to Fraud, the Seller Fundamental Representations and/or the representations and warranties in Section 4.14 (Taxes)) shall in no event exceed $12,000,000 (the “Cap”); (iii) the cumulative indemnification obligation of Seller Parent under Article XII (other than with respect to Fraud, Section 12.02(a)(iii) and/or Section 12.02(a)(iv)) shall in no event exceed the Purchase Price; (iv) Seller Parent shall not be required to indemnify or hold harmless any Buyer Indemnified Party for any Liability or Loss to the extent reflected on the Final Settlement Statement; and (v) The Buyer Indemnified Parties shall not have any right to indemnification under this Agreement with respect to, or based on, Taxes to the extent such Taxes result from transactions or actions taken by Buyer or any of its Affiliates on the Closing Date after the Closing that are outside the ordinary course of business and not specifically contemplated by this Agreement.

Indemnification by Seller Parent. (a) From and after the Closing, on the terms and subject 9.1.1. Subject to the conditions provisions of this AgreementArticle 9, Seller Parent shall will indemnify, defend and hold harmless Buyer and its Affiliates, each of and its and their respective members, equityholders, directors, officers, shareholders, partners, members, managers, employees, agents agents, consultants, advisors and RepresentativesRepresentatives (each, and each successor and permissible assign of any of the foregoing (collectively, the a “Buyer Indemnified PartiesPerson”) from ), from, against and againstin respect of any and all Liabilities, losses, damages, fines, penalties, Taxes, fees, expenses, costs (including costs of investigation, defense and reimburse enforcement of this Agreement), or pay amounts paid in settlement (in each case, including reasonable attorneys’ fees), whether or not involving a Third Party Claim (in each case, other than punitive or exemplary damages unless actually payable to a third-party, collectively, “Losses”), which any Buyer Indemnified Party for all Losses that such Buyer Indemnified Party Person may suffer or incursuffer, sustain or become subject to, to as a result of: , arising out of or directly or indirectly relating to: (i) the breach or inaccuracy of any representations or warranties made by the Seller Parties in this Agreement or in any certificate delivered in connection herewith; (iia) any breach of, or failure inaccuracy in, any representation or warranty made by any of the Seller Parties to perform any of its covenants or agreements contained in this Agreement; ; (Ab) any Taxes imposed as a result fraud of Seller or any breach or violation of any covenant or agreement of Seller in or pursuant to this Agreement; (c) any Seller Transaction Expenses not included in the calculation of the Companies being a member of any Affiliated Group at any time on Purchase Price or prior to the Closing Date pursuant to Treasury Regulation Section 1.1502-6(a) (or under any similar provision of Law), (B) any Taxes of the Companies for taxable years or periods ending on or before the Closing Date, (C) in the case of any Straddle Period, any Taxes of the Companies for the portion of such Straddle Period ending on and including the Closing Date, (D) any Taxes arising from or relating to the Reorganization, (E) 50 percent of any and all Transfer Taxes imposed or arising with respect to the Transactions (and, for the avoidance of doubt, 100 percent of any and all Transfer Taxes imposed or arising with respect to the Reorganization) and (F) any Taxes of any Person imposed on any Company as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing; (ivd) any Excluded Liabilities; or (v) the Special Indemnity MattersAsset or any Retained Liability. (b) Notwithstanding anything in this Agreement to the contrary: (i) 9.1.2. Seller Parent shall will not be required have any obligation to indemnify or and hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses Persons pursuant to Section 12.02(a)(i) (other than with respect to Fraud, the Seller Fundamental Representations, and/or the representations and warranties made in Section 4.14 (Taxes)) or, solely with respect to the limitations set forth in Section 12.02(b)(i)(A), any Losses pursuant to Section 12.02(a)(v) (other than with respect to Fraud9.1.1(a) in respect of the matters described in items 1 and 3 of Section 1.01(d) of the Seller Disclosure Schedule: (A) with respect to any claim unless such claim (together with all other claims, if any, resulting Losses arising from the same facts breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Losses exceeds $115,000 (at which point Seller Parent will indemnify Buyer Indemnified Persons for all such Losses from dollar 1), and circumstancesSeller Parent’s aggregate liability in respect of claims for indemnification pursuant to Section 9.1.1(a) involves Losses in excess of will not exceed $50,000 1,725,000 (the “ThresholdCap”); provided, however, that the foregoing limitations will not apply to (1a) once the Threshold is exceeded claims for indemnification pursuant to Section 9.1.1(a) in respect of any such claim breaches of, or series of claims resulting from the same facts inaccuracies in, representations and circumstanceswarranties set forth in Sections 2.1 (Organization; Authorization), 2.2 (Noncontravention), the full amount first sentence of all Losses relating to such Section 2.5.1 (Purchased Assets), 2.5.3 (Real Property), and 2.10 (No Brokers) (collectively, the “Seller Fundamental Representations”) or (b) claims based upon fraud or intentional misrepresentation (and no Loss arising from any claim described in the foregoing clauses (a) or series of claims shall be, (b) will be subject to the foregoing limitation). Claims for indemnification pursuant to any provision of Section 9.1.1 other than Section 9.1.1(a) are not subject to the limitations set forth in this Article XIISection 9.1.2. 9.1.3. Subject to the limitations provided for in Section 9.1.2, indemnifiable and (2) whether or not the Threshold is exceeded, all Losses in respect of such claim (or series of claims) shall be taken into account for purposes of calculating the aggregate amount of Buyer Indemnified Parties’ all Losses and the Deductible Amount described in Section 12.02(b)(i)(B); and (B) until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds $1,250,000 (the “Deductible Amount”), after for which Seller Parent shall only be obligated for such aggregate Losses of liable to Buyer Indemnified Parties in excess of the Deductible Amount; (ii) the cumulative indemnification obligation of Seller Parent Persons under Section 12.02(a)(i) (other than with respect to Fraud, the Seller Fundamental Representations and/or the representations and warranties in Section 4.14 (Taxes)) this Agreement shall in no event exceed $12,000,000 (the “Cap”); (iii) the cumulative indemnification obligation of Seller Parent under Article XII (other than with respect to Fraud, Section 12.02(a)(iii) and/or Section 12.02(a)(iv)) shall in no event not exceed the Purchase Price; (iv) Price actually paid to Seller Parent shall not be required pursuant to indemnify or hold harmless any Buyer Indemnified Party for any Liability or Loss to Section 1.5, except in the extent reflected on the Final Settlement Statement; and (v) The Buyer Indemnified Parties shall not have any right to indemnification under this Agreement with respect to, or based on, Taxes to the extent such Taxes result from transactions or actions taken by Buyer or any case of its Affiliates on the Closing Date after the Closing that are outside the ordinary course of business and not specifically contemplated by this Agreementfraud.

Indemnification by Seller Parent. (a) From Subject to the limits set forth in this Article IX, from and after the Closing, on the terms and subject to the conditions of this Agreement, Seller Parent shall indemnify, defend and hold harmless the Buyer and its Affiliates, each of its Affiliates (including, after the Closing, the Sold Companies) and their respective members, equityholdersofficers, directors, officersstockholders, employees, agents and Representatives, and each successor and permissible assign of any of the foregoing representatives (collectively, the “Buyer Indemnified PartiesPersons”) from from, against and against, in respect of any and reimburse or pay to any Buyer Indemnified Party for all Losses that such Buyer Indemnified Party may suffer they incur arising out of or incur, or become subject due to, as a result of: without duplication, (i) the any breach or inaccuracy of any representations representation or warranties made by the warranty of Seller Parties Parent, any Sold Company or any Asset Seller contained in this Agreement or in any certificate delivered in connection herewith; Agreement, (ii) any breach failure of Seller Parent, any Sold Company or failure by any of the Asset Seller Parties to perform any covenant or other agreement of its covenants or agreements such Person contained in this Agreement; , (Aiii) any Excluded Asset or Excluded Liability, (iv) without duplication, any Taxes imposed as allocated to Seller Parent in accordance with Section 9.7 of this Agreement, (v) the matters set forth on Schedule 9.1(a)(v), (vi) any Liability relating to Terex Demag Middle East (LLC) or Terex Middle East FZE, (vii) the matters disclosed in Schedule 3.7(a), (viii) any obligations of Terex Germany under the PLPA for the benefit of any Person that is not a result Sold Company or Sold Company Subsidiary, (ix) any Liability relating to the failure of the Companies being a member separation of, or installation of any Affiliated Group backflow prevention for, the firewater and drinking water systems at any time each of the Dinglerstrasse and Wallerscheid sites in accordance with Section 5.28 to be completed on or prior to the Closing Date Date; and (x) payments on any credit guaranties required to be set forth on Schedule 5.24 (which Schedule the parties agree may be updated pursuant to Treasury Regulation Section 1.1502-6(a5.22) (or under any similar provision of Law), (B) any Taxes in excess of the Companies amount reserved for taxable years or periods ending on or before the Closing Date, (C) in the case of any Straddle Period, any Taxes of the Companies for the portion of such Straddle Period ending on and including the Closing Date, (D) any Taxes arising from or relating to the Reorganization, (E) 50 percent of any and all Transfer Taxes imposed or arising with respect to the Transactions (and, for the avoidance of doubt, 100 percent of any and all Transfer Taxes imposed or arising with respect to the Reorganization) and (F) any Taxes of any Person imposed on any Company as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing; (iv) any Excluded Liabilities; or (v) the Special Indemnity MattersFinal Statement. (b) Notwithstanding In respect of Section 9.1(a)(i) (in the case of the Buyer Indemnified Persons) or Section 9.2(a) (in the case of the Seller Parent Indemnified Persons), as applicable, notwithstanding anything in this Agreement to the contrarycontrary contained herein, other than claims relating to (w) fraud or intentional misconduct, (x) breaches of Fundamental Representations, (y) breaches of representations related to Taxes in Section 3.10 of this Agreement, and (z) Taxes pursuant to Section 9.7, the following thresholds and limits shall apply: (i) Seller Parent shall not be required to indemnify or hold harmless any none of the Buyer Indemnified Party againstPersons, on the one hand, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 12.02(a)(i) (other than with respect to Fraud, the Seller Fundamental RepresentationsParty Indemnified Persons, and/or on the representations and warranties made in Section 4.14 (Taxes)) orother, solely with respect as applicable, shall be entitled to the limitations set forth in Section 12.02(b)(i)(A), any Losses pursuant to Section 12.02(a)(v) (other than with respect to Fraud) in respect of the matters described in items 1 and 3 of Section 1.01(d) of the Seller Disclosure Schedule: (A) with respect to any claim unless such claim (together with all other claims, if any, resulting from the same facts and circumstances) involves Losses in excess of $50,000 (the “Threshold”); provided, however, (1) once the Threshold is exceeded in respect of recover any such claim individual Loss that is $200,000 or series of claims resulting from the same facts and circumstances, the full amount of all Losses relating to such claim or series of claims shall be, subject to the other limitations set forth in this Article XII, indemnifiable and (2) whether or not the Threshold is exceeded, all Losses in respect of such claim (or series of claims) shall be taken into account for purposes of calculating the aggregate amount of Buyer Indemnified Parties’ Losses and the Deductible Amount described in Section 12.02(b)(i)(B); and (B) until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds $1,250,000 (the “Deductible Amount”), after which Seller Parent shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible Amountless; (ii) none of the cumulative indemnification obligation of Seller Parent under Section 12.02(a)(i) (other than with respect to FraudBuyer Indemnified Persons, on the one hand, or the Seller Fundamental Representations and/or Party Indemnified Persons, on the representations other, as applicable, shall be entitled to recover any such Losses unless and warranties in Section 4.14 (Taxes)) shall in no event until the total of all such Losses, including such Losses which do not individually exceed $12,000,000 (200,000, collectively exceeds $2,000,000 and then only for the “Cap”);amount by which such Losses collectively exceed $2,000,000; and (iii) no Buyer Indemnified Persons, on the cumulative indemnification obligation of one hand, or Seller Parent under Article XII (other Party Indemnified Persons, on the other, as applicable, shall be entitled to recover more, in the aggregate, than $20,000,000 with respect to Fraud, Section 12.02(a)(iii) and/or Section 12.02(a)(iv)) shall in no event exceed the Purchase Price; (iv) Seller Parent shall not be required to indemnify or hold harmless any Buyer Indemnified Party for any Liability or Loss to the extent reflected on the Final Settlement Statement; and (v) The Buyer Indemnified Parties shall not have any right to indemnification under this Agreement with respect to, or based on, Taxes to the extent all such Taxes result from transactions or actions taken by Buyer or any of its Affiliates on the Closing Date after the Closing that are outside the ordinary course of business and not specifically contemplated by this AgreementLosses.

Indemnification by Seller Parent. (a) From In addition to the indemnification set forth in Section 5.02(f), Section 5.02(g), Section 5.03 and Section 5.10(f), after the Closing, on the terms Closing and subject to the conditions of this AgreementSection 8.04, Seller Parent shall indemnify, defend indemnify and hold harmless the Buyer and its AffiliatesParties, each of their respective membersAffiliates (including the Asset Buying Entities and, equityholdersfollowing the Closing, directors, officers, employees, agents the Acquired Companies) and Representatives, and each successor and permissible assign of any of the foregoing their Representatives (collectively, the “Buyer Indemnified PartiesIndemnitees”) from and against, against any and reimburse or pay to all Damages which any Buyer Indemnified Party for all Losses that such Buyer Indemnified Party Indemnitee may suffer or incur, sustain or become subject tosuffer to the extent such Damages arise out of or result from (a) any of the Excluded Assets, as a result of: Excluded Employees, Retained Liabilities, the Retained Business, or Pre-Closing Indemnified Liabilities, (ib) the any breach of or inaccuracy of in any representations or warranties warranty made by the Seller Parties contained in this Agreement or in any certificate delivered in connection herewith; pursuant to this Agreement as of the Put Date, the Signing Date or as of the Closing as though made at and as of the Signing Date or the Closing (iior, to the extent such warranties expressly relate to an earlier date, as of such earlier date), (c) any breach of or non-compliance with any covenant or agreement of any Seller Party contained in this Agreement, the Put Agreement (to the extent referencing a covenant or agreement in this Agreement) or in any certificate delivered pursuant to this Agreement, (d) the Business Internal Reorganization or to the failure to complete the Business Internal Reorganization prior to the Closing (even if consented thereto by Buyer Parent), including to the extent resulting therefrom (or would result therefrom had the Business Internal Reorganization been completed), any costs or expenses under voluntary profit sharing (intéressement) and mandatory profit sharing (participation) and any incremental French Transfer Taxes under article 719 or article 720 of the French Tax Code (the “French Reorganization Transfer Taxes”) resulting from the transfer of any Transferred Assets previously held by any of the French Acquired Companies to Seller Parties Parent or any of the Asset Selling Entities and subsequently transferred to perform the Buyer Parent, or any of the Asset Buying Entities (as compared to the French Transfer Taxes applicable had such Transferred Assets not been transferred outside of a French Acquired Company), (e) any incremental Transfer Taxes (the “French RE Transfer Taxes”) payable by Buyer Parent, or any relevant Equity Buying Entity, in connection with the acquisition of the shares of Meda Holding resulting from Meda Holding being qualified as predominately invested in French real estate assets within the meaning of article 726 of the French Tax Code (as compared to the Transfer Tax (at the rate of 0.1%) that would have been applicable had Meda Holding been qualified as not predominately invested in real estate assets), (f) the matters identified on Section 8.02 of the Seller Parent Disclosure Letter, and (g) any claim from a current or former director, officer, employee, independent contractor, consultant or other agent of Seller Parent or any of its covenants Subsidiaries who, alone or agreements contained with others, creates, develops or invents or has created, developed or invented any Transferred Intellectual Property or Transferred Labeling and Marketing Materials asserting ownership or any other rights to or interest in or claiming any additional remuneration in respect of, such Transferred Intellectual Property. Notwithstanding that a Claim for Damages may fall into multiple categories of this Agreement; (A) any Taxes imposed as Section 8.02, a result of the Companies being a member of any Affiliated Group at any time on or prior to the Closing Date pursuant to Treasury Regulation Section 1.1502-6(a) (or under any similar provision of Law), (B) any Taxes of the Companies for taxable years or periods ending on or before the Closing Date, (C) in the case of any Straddle Period, any Taxes of the Companies for the portion of such Straddle Period ending on and including the Closing Date, (D) any Taxes arising from or relating to the Reorganization, (E) 50 percent of any and all Transfer Taxes imposed or arising with respect to the Transactions (and, for the avoidance of doubt, 100 percent of any and all Transfer Taxes imposed or arising with respect to the Reorganization) and (F) any Taxes of any Person imposed on any Company as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing; (iv) any Excluded Liabilities; or (v) the Special Indemnity Matters. (b) Notwithstanding anything in this Agreement to the contrary: (i) Seller Parent shall not be required to indemnify or hold harmless any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 12.02(a)(i) (other than with respect to Fraud, the Seller Fundamental Representations, and/or the representations and warranties made in Section 4.14 (Taxes)) or, solely with respect to the limitations set forth in Section 12.02(b)(i)(A), any Losses pursuant to Section 12.02(a)(v) (other than with respect to Fraud) Indemnitee may only recover once in respect of such Damages. The Buyer Parties shall take, and shall cause the matters described in items 1 and 3 other Buyer Indemnitees to take, commercially reasonable steps to mitigate to the extent required by applicable Law any Damages upon becoming aware of Section 1.01(d) of the Seller Disclosure Schedule: (A) with respect to any claim unless such claim (together with all other claimsevent that would reasonably be expected to, if anyor does, resulting from the same facts and circumstances) involves Losses in excess of $50,000 (the “Threshold”)give rise thereto; provided, however, (1) once that the Threshold is exceeded in respect of any such claim or series of claims resulting from the same facts reasonable and circumstances, the full amount of all Losses relating to such claim or series of claims shall be, subject to the other limitations set forth in this Article XII, indemnifiable documented out-of-pocket costs and (2) whether or not the Threshold is exceeded, all Losses in respect expenses of such claim (or series of claims) mitigation shall be taken into account constitute Damages for purposes of calculating the aggregate amount of Buyer Indemnified Parties’ Losses and the Deductible Amount described in Section 12.02(b)(i)(B); and (B) until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds $1,250,000 (the “Deductible Amount”), after which Seller Parent shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible Amount; (ii) the cumulative indemnification obligation of Seller Parent under Section 12.02(a)(i) (other than with respect to Fraud, the Seller Fundamental Representations and/or the representations and warranties in Section 4.14 (Taxes)) shall in no event exceed $12,000,000 (the “Cap”); (iii) the cumulative indemnification obligation of Seller Parent under Article XII (other than with respect to Fraud, Section 12.02(a)(iii) and/or Section 12.02(a)(iv)) shall in no event exceed the Purchase Price; (iv) Seller Parent shall not be required to indemnify or hold harmless any Buyer Indemnified Party for any Liability or Loss to the extent reflected on the Final Settlement Statement; and (v) The Buyer Indemnified Parties shall not have any right to indemnification under this Agreement with respect to, or based on, Taxes to the extent such Taxes result from transactions or actions taken by Buyer or any of its Affiliates on the Closing Date after the Closing that are outside the ordinary course of business and not specifically contemplated by this Agreement.

Indemnification by Seller Parent. (a) From and after the Closing, on the terms and subject to the conditions of this Agreement, Seller Parent shall indemnify, defend agrees to indemnify and hold harmless Buyer from and against, and will pay and reimburse Buyer and the Business Subsidiaries for, any and all Losses and Expenses incurred by Buyer, any of its Affiliates, each Affiliates (including the Business Subsidiaries) and any of their respective members, equityholders, directors, officers, employees, agents and Representatives, and each successor and permissible assign of any of the foregoing directors or managers (collectively, the “Buyer Indemnified Parties”; for the avoidance of doubt, Buyer (and only Buyer) from and against, and reimburse or pay shall be permitted to bring a claim on behalf of any Buyer Indemnified Party for all Losses that such Buyer Indemnified Party may suffer under this Section 11.1), resulting from or incur, or become subject to, as a result arising out of: (i) any breach of any warranty or the breach or inaccuracy of any representations or warranties made by the representation of Seller Parties Parent contained in this Agreement or in any the certificate delivered in connection herewithby or on behalf of Seller Parent pursuant to Section 9.6; (ii) any breach by Seller Parent of, or failure by any of the Seller Parties Parent to perform perform, any of its covenants or agreements obligations contained in this Agreement; (A) any Taxes imposed as a result of the Companies being a member of any Affiliated Group Agreement that are required to be performed at any time on or prior to the Closing Date pursuant to Treasury Regulation Section 1.1502-6(a) Closing; (or under any similar provision of Law), (Biii) any Taxes of the Companies for taxable years breach by Seller Parent of, or periods ending on or before the Closing Date, (C) in the case of any Straddle Periodfailure by Seller Parent to perform, any Taxes of the Companies for the portion of such Straddle Period ending on its covenants and including the Closing Date, (D) any Taxes arising from or relating obligations contained in this Agreement that are required to the Reorganization, (E) 50 percent of any and all Transfer Taxes imposed or arising with respect to the Transactions (and, for the avoidance of doubt, 100 percent of any and all Transfer Taxes imposed or arising with respect to the Reorganization) and (F) any Taxes of any Person imposed on any Company as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before be performed after the Closing; (iv) any Excluded Liabilities; orLiability or the failure by Seller Parent to pay for or discharge any Excluded Liabilities (other than any Excluded Liability described in Section 2.3(b)(ii), which shall be governed exclusively by Section 8.2) and Seller Parent’s or any of its Subsidiaries’ operation of the Retained Business prior to or following the Closing; (v) the Special Indemnity Matters. (b) Notwithstanding anything in this Agreement 90% of any Losses to the contrary: (i) Seller Parent shall not be required to indemnify or hold harmless any Buyer Indemnified Party againstextent arising out of, or reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 12.02(a)(i) (other than with respect to Fraudotherwise incurred in connection with, the Seller Fundamental Representations, and/or the representations and warranties made in Section 4.14 (Taxes)) or, solely with respect to the limitations matter set forth in Section 12.02(b)(i)(A), any Losses pursuant to Section 12.02(a)(v) (other than with respect to Fraud) in respect of the matters described in items 1 and on item 3 of Section 1.01(d5.14(b) of the Seller Disclosure Schedule:Letter and any other claim, litigation, arbitration or other proceedings arising out of substantially similar facts and circumstances as such matter to the extent related to the operation of the Business prior to the Closing (collectively, the “Specified Litigation”); and (Avi) any liability of or with respect to Cyborg Systems (Africa) Pty Limited (provided that Buyer agrees and acknowledges that no fact or circumstance regarding such entity shall give rise to a breach of any claim unless such claim (together with all other claimsrepresentation, if any, resulting from warranty or covenant of Seller Parent hereunder or the same facts and circumstances) involves Losses in excess certificate delivered by or on behalf of $50,000 (the “Threshold”Seller Parent pursuant to Section 9.6); provided, however, (1) once the Threshold is exceeded in respect of any such claim or series of claims resulting from the same facts and circumstances, the full amount of all Losses relating to such claim or series of claims shall be, subject to the other limitations set forth in this Article XII, indemnifiable and (2) whether or not the Threshold is exceeded, all Losses in respect of such claim (or series of claims) shall be taken into account for purposes of calculating the aggregate amount of Buyer Indemnified Parties’ Losses and the Deductible Amount described in Section 12.02(b)(i)(B); and (B) until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds $1,250,000 (the “Deductible Amount”), after which that Seller Parent shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible Amount; (ii) the cumulative indemnification obligation of Seller Parent under Section 12.02(a)(i) (other than with respect to Fraud, the Seller Fundamental Representations and/or the representations and warranties in Section 4.14 (Taxes)) shall in no event exceed $12,000,000 (the “Cap”); (iii) the cumulative indemnification obligation of Seller Parent under Article XII (other than with respect to Fraud, Section 12.02(a)(iii) and/or Section 12.02(a)(iv)) shall in no event exceed the Purchase Price; (iv) Seller Parent shall not be required to indemnify or and hold harmless under Section 11.1(a)(i) with respect to Losses and Expenses incurred by any Buyer Indemnified Party for any Liability or Loss only to the extent reflected on the Final Settlement Statement; and (v) The Buyer Indemnified Parties shall not have any right to indemnification under this Agreement with respect to, or based on, Taxes to the extent such Taxes result from transactions or actions taken by Buyer or any of its Affiliates on the Closing Date after the Closing that are outside the ordinary course of business and not specifically contemplated by this Agreement.that:

Indemnification by Seller Parent. (a) From and after the Closing, on the terms Closing and subject to the conditions provisions of this AgreementARTICLE XII, Seller Parent shall indemnify, defend and hold harmless Buyer Buyer, Buyer’s Affiliates (including, after the Closing, the members of the Transferred Group) and its Affiliates, each of their the respective members, equityholdersofficers, directors, officersmanagers, general partners, employees, agents agents, successors and Representatives, and permitted assigns of each successor and permissible assign of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from from, against and againstin respect of any and all Losses imposed on, and reimburse sustained, incurred or pay to suffered by any of the Buyer Indemnified Party for all Losses that such Buyer Indemnified Party may suffer Parties arising out of or incur, or become subject to, as a result ofresulting from: (i) the breach of or inaccuracy of in any representations representation or warranties warranty made by the Seller Parties Parent in this Agreement or in any the certificate delivered in connection herewithby Seller Parent pursuant to Section 10.3(d)(ii) of this Agreement; (ii) the breach in any breach material respect of any covenant or failure agreement made by any of the Seller Parties to perform any of its covenants or agreements contained Sellers in this Agreement;; or (Aiii) any Taxes imposed as a result of the Companies being a member of any Affiliated Group at any time on Excluded Asset or prior to the Closing Date pursuant to Treasury Regulation Section 1.1502-6(a) Excluded Liability (or under any similar provision of Law), (B) any Taxes of the Companies for taxable years or periods ending on or before the Closing Date, (C) in the case of any Straddle Period, any Taxes of the Companies for the portion of such Straddle Period ending on and including the Closing Date, (D) any Taxes arising from or relating to the Reorganization, (E) 50 percent of any and all Transfer Taxes imposed or arising with respect to the Transactions (andincluding, for the avoidance of doubt, 100 percent of any and all Transfer Taxes imposed or arising with respect to the Reorganization) and (F) any Taxes of any Person imposed on any Company as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing; (iv) any Excluded Liabilities; or (v) the Special Indemnity MattersPre-Closing Taxes). (b) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement: (i) Seller Parent shall not be required to indemnify or hold harmless have no Liability for any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses claim for indemnification pursuant to Section 12.02(a)(i12.2(a)(i) unless (other than with A) the Losses for which Seller Parent would be responsible for such claim and all related claims exceed the De Minimis Amount and (B) the aggregate amount of Losses in respect to Fraud, the Seller Fundamental Representations, and/or the of breaches of or inaccuracies in Sellers’ representations and warranties made (excluding all Losses associated with claims less than the De Minimis Amount) exceeds the Deductible, in Section 4.14 (Taxes)) or, which event Seller Parent shall be liable solely with respect for Losses in excess of the Deductible up to the Cap; provided that the limitations set forth in this Section 12.02(b)(i)(A), any Losses pursuant to Section 12.02(a)(v12.2(b)(i) (other than with respect to Fraud) in respect of the matters described in items 1 and 3 of Section 1.01(d) of the Seller Disclosure Schedule: (A) with respect shall not apply to any claim unless such claim (together with all other claims, if any, resulting from the same facts and circumstances) involves Losses in excess of $50,000 (the “Threshold”); provided, however, (1) once the Threshold is exceeded in respect of any such claim or series of claims resulting from the same facts and circumstances, the full amount of all Losses relating to such claim or series of claims shall be, subject to the other limitations set forth in this Article XII, indemnifiable and (2) whether or not the Threshold is exceeded, all Losses in respect of such claim (breaches of or series of claims) shall be taken into account for purposes of calculating the aggregate amount of Buyer Indemnified Parties’ Losses and the Deductible Amount described inaccuracies in Section 12.02(b)(i)(B); and (B) until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds $1,250,000 (the “Deductible Amount”), after which any Seller Parent shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible AmountFundamental Representations; (ii) the cumulative Seller Parent’s aggregate liability for indemnification obligation of Seller Parent under Section 12.02(a)(i) (other than with respect to Fraud, the Seller Fundamental Representations and/or the representations and warranties in Section 4.14 (Taxes)) shall in no event exceed $12,000,000 (the “Cap”); (iii) the cumulative indemnification obligation of Seller Parent under Article XII (other than with respect to Fraud, Section 12.02(a)(iii) and/or Section 12.02(a)(iv)12.2(a)(i) shall in no event exceed the Cap; provided that the limitations set forth in this Section 12.2(b)(ii) shall not apply to any Losses in respect of breaches of or inaccuracies in any Seller Fundamental Representations; (iii) The cumulative indemnification obligations of Seller Parent under Section 12.2(a)(i) shall in no event exceed, in the aggregate, the Purchase Price;; provided, for the avoidance of doubt, that the limitations set forth in this Section 12.2(b)(iii) shall not apply to any Losses in respect of Section 12.2(a)(ii) or Section 12.2(a)(iii); and (iv) Seller Parent The limitations set forth in this Section 12.2(b) shall not be required apply to indemnify or hold harmless any Losses in the case of fraud (as construed in accordance with Delaware law) with respect to the representations and warranties made by Sellers in this Agreement. (c) In the event that a Buyer Indemnified Party for any Liability wishes to seek indemnity under this Article XII, Buyer shall have the sole and exclusive power to do all acts or Loss to the extent reflected things on the Final Settlement Statement; and (v) The behalf of such Buyer Indemnified Parties shall not have any Party that such Buyer Indemnified Party is obligated to do or has the right to indemnification do under this Agreement Article XII with respect to, or based on, Taxes to the extent seeking such Taxes result from transactions or actions taken by Buyer or any of its Affiliates on the Closing Date after the Closing that are outside the ordinary course of business and not specifically contemplated by this Agreementindemnity.

Indemnification by Seller Parent. (a) From and after the Closing, on the terms Closing and subject to the conditions provisions of this AgreementARTICLE XII, Seller Parent shall indemnify, defend and hold harmless Buyer Buyer, Buyer’s Affiliates (including, after the Closing, the members of the Transferred Group) and its Affiliates, each of their the respective members, equityholdersofficers, directors, officersmanagers, general partners, employees, agents agents, successors and Representatives, and permitted assigns of each successor and permissible assign of any of the foregoing (collectively, the “Buyer Indemnified Parties”) from from, against and againstin respect of any and all Losses imposed on, and reimburse sustained, incurred or pay to suffered by any of the Buyer Indemnified Party for all Losses that such Buyer Indemnified Party may suffer Parties arising out of or incur, or become subject to, as a result ofresulting from: (i) the breach of or inaccuracy of in any representations representation or warranties warranty made by the Seller Parties Parent in this Agreement or in any the certificate delivered in connection herewithby Seller Parent pursuant to Section 10.3(d)(ii) of this Agreement; (ii) the breach in any breach material respect of any covenant or failure agreement made by any of the Seller Parties to perform any of its covenants or agreements contained Sellers in this Agreement;; or (Aiii) any Taxes imposed as a result of the Companies being a member of any Affiliated Group at any time on Excluded Asset or prior to the Closing Date pursuant to Treasury Regulation Section 1.1502-6(a) Excluded Liability (or under any similar provision of Law), (B) any Taxes of the Companies for taxable years or periods ending on or before the Closing Date, (C) in the case of any Straddle Period, any Taxes of the Companies for the portion of such Straddle Period ending on and including the Closing Date, (D) any Taxes arising from or relating to the Reorganization, (E) 50 percent of any and all Transfer Taxes imposed or arising with respect to the Transactions (andincluding, for the avoidance of doubt, 100 percent of any and all Transfer Taxes imposed or arising with respect to the Reorganization) and (F) any Taxes of any Person imposed on any Company as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing; (iv) any Excluded Liabilities; or (v) the Special Indemnity MattersPre-Closing Taxes). (b) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement: (i) Seller Parent shall not be required to indemnify or hold harmless have no Liability for any Buyer Indemnified Party against, or reimburse any Buyer Indemnified Party for, any Losses claim for indemnification pursuant to Section 12.02(a)(i12.2(a)(i) unless (other than with A) the Losses for which Seller Parent would be responsible for such claim and all related claims exceed the De Minimis Amount and (B) the aggregate amount of Losses in respect to Fraud, the Seller Fundamental Representations, and/or the of breaches of or inaccuracies in Sellers’ representations and warranties made (excluding all Losses associated with claims less than the De Minimis Amount) exceeds the Deductible, in Section 4.14 (Taxes)) or, which event Seller Parent shall be liable solely with respect for Losses in excess of the Deductible up to the Cap; provided that the limitations set forth in this Section 12.02(b)(i)(A), any Losses pursuant to Section 12.02(a)(v12.2(b)(i) (other than with respect to Fraud) in respect of the matters described in items 1 and 3 of Section 1.01(d) of the Seller Disclosure Schedule: (A) with respect shall not apply to any claim unless such claim (together with all other claims, if any, resulting from the same facts and circumstances) involves Losses in excess of $50,000 (the “Threshold”); provided, however, (1) once the Threshold is exceeded in respect of any such claim or series of claims resulting from the same facts and circumstances, the full amount of all Losses relating to such claim or series of claims shall be, subject to the other limitations set forth in this Article XII, indemnifiable and (2) whether or not the Threshold is exceeded, all Losses in respect of such claim (breaches of or series of claims) shall be taken into account for purposes of calculating the aggregate amount of Buyer Indemnified Parties’ Losses and the Deductible Amount described inaccuracies in Section 12.02(b)(i)(B); and (B) until the aggregate amount of Buyer Indemnified Parties’ Losses exceeds $1,250,000 (the “Deductible Amount”), after which any Seller Parent shall only be obligated for such aggregate Losses of Buyer Indemnified Parties in excess of the Deductible AmountFundamental Representations; (ii) the cumulative Seller Parent’s aggregate liability for indemnification obligation of Seller Parent under Section 12.02(a)(i) (other than with respect to Fraud, the Seller Fundamental Representations and/or the representations and warranties in Section 4.14 (Taxes)) shall in no event exceed $12,000,000 (the “Cap”); (iii) the cumulative indemnification obligation of Seller Parent under Article XII (other than with respect to Fraud, Section 12.02(a)(iii) and/or Section 12.02(a)(iv)12.2(a)(i) shall in no event exceed the Cap; provided that the limitations set forth in -100- this Section 12.2(b)(ii) shall not apply to any Losses in respect of breaches of or inaccuracies in any Seller Fundamental Representations; (iii) The cumulative indemnification obligations of Seller Parent under Section 12.2(a)(i) shall in no event exceed, in the aggregate, the Purchase Price;; provided, for the avoidance of doubt, that the limitations set forth in this Section 12.2(b)(iii) shall not apply to any Losses in respect of Section 12.2(a)(ii) or Section 12.2(a)(iii); and (iv) Seller Parent The limitations set forth in this Section 12.2(b) shall not be required apply to indemnify or hold harmless any Losses in the case of fraud (as construed in accordance with Delaware law) with respect to the representations and warranties made by Sellers in this Agreement. (c) In the event that a Buyer Indemnified Party for any Liability wishes to seek indemnity under this Article XII, Buyer shall have the sole and exclusive power to do all acts or Loss to the extent reflected things on the Final Settlement Statement; and (v) The behalf of such Buyer Indemnified Parties shall not have any Party that such Buyer Indemnified Party is obligated to do or has the right to indemnification do under this Agreement Article XII with respect to, or based on, Taxes to the extent seeking such Taxes result from transactions or actions taken by Buyer or any of its Affiliates on the Closing Date after the Closing that are outside the ordinary course of business and not specifically contemplated by this Agreementindemnity.