Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings and its Affiliates (including the Target Company) (collectively, the “Holdings 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 Holdings 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 Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, the Sellers, Sellers shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target CompanyAcquired Companies) and their respective Representatives (collectively, the “Holdings 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 Holdings 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 Target Company any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company any Seller pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIVI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIVI); (c) the Retained Matter; (d) any Action by any non-U.S. employee of any Seller or any of its Affiliates whose employment was transferred to any Seller or any of its Affiliates by an Acquired Company or any of its Affiliates prior to the Closing based on a claim that such employee’s terms and conditions of employment with such Seller or Affiliate following such transfer are or were less favorable than such Employee’s terms and conditions of employment prior to such transfer; or (e) any Liabilities related to any assets of the Conferencing Business transferred from an Acquired Company to Parent or any Affiliate of Parent that is not an Acquired Company as part of the Pre-Closing Restructuring (to the extent that such Liabilities are not deducted from Working Capital under Section 2.03), and any indemnification obligations arising in connection with such transfers; provided, however, the Buyer Indemnitees shall not be entitled to indemnification pursuant to this Section 8.02 for any Losses related to any Action of the type set forth in Section 8.03 of the Disclosure Schedules.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), Sellers shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach or alleged breach of any of the representations or warranties of Target the Company or any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target the Company or any Seller pursuant to this Agreement (other than in respect of Section 3.214.13, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IVbreach, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any alleged breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company or any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);; and (c) any Company Indebtedness and any Company Transaction Expenses to the extent not paid at Closing. Sellers’ indemnification responsibility pursuant to this Section 9.02 shall be several (in accordance with such Seller’s Pro Rata Share.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellerseach Seller shall, severally and but not jointly (in accordance with their Pro Rata Shares)jointly, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 Holdings 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 Target Company a Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company a Seller pursuant to this Agreement (other than in respect of Section 3.213.01(u), it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company a Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI);; or (c) any Transaction Expenses or Closing Indebtedness of IPS outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellers, Sellers shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 Holdings 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 Target Company Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Seller pursuant to this Agreement (other than in respect of Section 3.213.12, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI);; or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.4(a)(i).

Indemnification by Sellers. Subject to (a) Each Seller, from and after the other terms and conditions of this Article IX, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares)Closing, shall indemnify Buyer and defend each of Holdings and its Affiliates and Representatives (including the Target Company) (collectively, the “Holdings Buyer Indemnitees”) against, against and shall hold each of them Buyer Indemnitee harmless from and against, and shall pay and reimburse each of them forfrom, any and all Losses suffered or incurred or sustained by, or imposed upon, the Holdings Indemnitees based upon, by such Buyer Indemnitee arising out of, with respect to of or by reason of: resulting from: (ai) any breach or inaccuracy in or breach of any of the representations or warranties of Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of the date such representation or warranty was made or as if of 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)Seller contained herein; provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation covenant of such Seller which is required to be performed following the Closing; (iii) any breach of the covenants set forth in Section 6.1(a)(i) or Section 6.1(a)(iii) (the “Specified Interim Covenants”); and (iv) any Taxes required to be paid by or with respect to any of the Acquired Companies attributable to a Pre-Closing Tax Period or to the pre-Closing portion of a Straddle Period in accordance with Section 7.1(a)(iii) and any Transfer Taxes for which the Sellers are responsible under Section 6.7(b). (b) The obligations of the Sellers under Section 9.1(a) shall be (i) individual and several under Section 9.1(a)(ii) and with respect to any claim for indemnification arising out of or resulting from Fraud, and (ii) otherwise joint and several. For the avoidance of doubt, (i) the Fortress Sellers shall not be deemed to have committed Fraud, and shall not be responsible or liable hereunder for any Fraud committed by the Sellers orManagement Seller or any Management Holder and (ii) the Management Seller shall not be deemed to have committed Fraud, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach and shall not be responsible or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy liable hereunder for any such breach, violation or failure shall be pursuant to Article VII);Fraud committed by the Fortress Seller.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, the SellersSellers shall, severally in proportion to their ownership of the Shares (as of Closing) and not jointly (in accordance with their Pro Rata Shares)jointly, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings "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 Holdings 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 Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIVI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers;or (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIVI); (c) with respect to the Company’s operations in Serbia, (i) any breach or non-fulfillment of any covenant, agreement or obligation arising from or related to Fiber Veling’s employees in

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, the Sellers, Sellers shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective representatives (collectively, the “Holdings 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 Holdings 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 Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIVI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers;or (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIVI);; or (c) any claim released or purported to be released pursuant to the Release Agreements; or (d) any pre-Closing Liability except to the extent taken into account in determining the Closing Working Capital.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the (a) The Sellers, jointly and severally and not jointly (in accordance with their Pro Rata Shares)agree to indemnify, shall indemnify and defend each of Holdings and its Affiliates (including the Target Company) (collectively, the “Holdings Indemnitees”) againstdefend, and shall hold each of them the Buyer harmless from and against, and shall pay and reimburse each of them for, : (i) any and all Losses incurred loss or sustained liability (including attorneys’ fees) occasioned by, or imposed upon, the Holdings Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in resulting from, operation of either or breach of any both of the representations or warranties of Target Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant Sellers prior to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barredincluding, but if the claim for indemnification ultimately is determined to exceed $25,000not limited to, the full amount shall be recoverable, all obligations and liabilities of a Seller; and (ii) if a claim for indemnification under this Section 9.2(aany and all loss, liability, or deficiency (including attorneys’ fees) made prior to Closing exceeds ten percent (10%) arising out of the value of the consideration of paid or payable to the Sellersresulting from any misrepresentation, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations warranty or warranties of the Sellers contained in Article IVcovenant, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach default or non-fulfillment of any covenant, covenant or agreement or obligation to be performed by on the part of the Sellers orunder this Agreement, prior or any certificate, agreement, exhibit, schedule, or instrument furnished to the Closing, the Target Company Buyer pursuant to this Agreement or in connection with any of the transactions contemplated hereby. (other than b) The Buyer shall notify the Sellers in writing promptly after the occurrence of any breach or violation ofevent, or the discovery of any facts which in its opinion entitles or may entitle it to indemnification under this Section, provided that the failure to fully performgive such notice shall not affect the liability of the Sellers under this Section except to the extent the failure to give such notice adversely affected to a material degree its or their ability to defend against a claim or to cure a default giving rise to a claim. With respect to a threatened or asserted claim by third parties, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure Buyer shall be pursuant entitled to Article VII);undertake the defense, compromise, or settlement of such claim at the expense of and for the account and risk of the Sellers. In no event may the Sellers, without the Buyer’s written consent, settle or compromise any claim or consent (which consent will not unreasonably be withheld) to the entry of any judgment which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to the Buyer of a release of all liability in respect of such claim. (c) In addition to Buyer’s rights to indemnification, the Buyer shall have the right to receive from any amounts that may still be held by the Escrow Agent and to setoff against the $25,000 Payment the amount of any indemnification claim under this Section.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, after the SellersClosing, severally Sellers shall, jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 Holdings 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 Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.214.20, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation (i) in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII, or (ii) in any non-competition agreement executed by any Seller or the Company); provided, however, with respect to any Loss incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of any breach or non-fulfillment of any covenant, agreement or obligation to be performed by any Seller pursuant to this Agreement after Closing, the Sellers shall be severally liable for such Loss; provided, further, that with respect to any Loss incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of any breach or non-fulfillment of any covenant, agreement or obligation in Section 6.01 or Section 6.02, the Principals shall be jointly and severally liable for such Loss; (c) any Closing Indebtedness that remains unpaid after the Closing; (d) any claim or action made or commenced by a Seller, a Note Holder or any current, former or alleged equityholder of the Company relating to any errors in the determination of any payments or disbursements set forth in the Estimated Closing Statement or the Funds Flow Memorandum; or (e) the matters set forth on Schedule 9.02.

Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE IX, the Sellers, severally on a joint and not jointly (in accordance with their Pro Rata Shares)several basis, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target CompanyMission US, Mission UK and MM Ltd) and their respective Representatives (collectively, the “Holdings "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 Holdings 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 Target Company any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company any Seller pursuant to this Agreement (other than in respect of Section 3.214.20 or Section 5.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VIII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VIII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VIII); (c) any inaccuracy in or breach of any of the representations or warranties of Nicola contained in the Goodwill Purchase Agreement or in any certificate or instrument delivered by or on behalf of Nicola pursuant thereto; (d) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Nicola pursuant to the Goodwill Purchase Agreement; or (e) any Transaction Expenses (other than brokers' or other similar fees, which shall be payable by Xxxxx and Xxxxxx) in excess of $200,000 in the aggregate or any Indebtedness of MM Ltd, Mission-Media (Property) LLP, Mission Rights Limited or any Mission Company outstanding as of the Closing. If any sum payable under Sections 9.02(a) through (d), inclusive, is subject to Tax in the hands of Buyer, Sellers shall pay to Buyer the additional amount required to ensure that the net amount received by Buyer is the amount that Buyer would have received if the payment was not subject to Tax. For the avoidance of doubt, Sellers are jointly and severally liable for additional amounts payable under the immediately preceding sentence.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellers, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target CompanyCompany and each Subsidiary) and their respective Representatives (collectively, the “Holdings 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 Holdings 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 Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI); (c) any failure by Sellers’ Representative to fully perform, comply with or fulfill any covenant set forth in this Agreement or in any of the certificates or documents delivered by any Seller, Sellers’ Representative, Elevation or EBIP pursuant to this Agreement; (d) any Company Indebtedness or Company Liability that should have been paid out of the Loan Amount at Closing in accordance with Section 2.04(a); or (e) any failure by EFV to transfer, convey and assign to Elevation any Contract, Intellectual Property or other asset material to the conduct of the business as conducted by EFV prior to the Restructuring.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), Sellers shall indemnify and defend defend, severally (based solely on the proportion of the total Purchase Price actually received by each Seller), each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings "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 Holdings 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 Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.213.19, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI);; or (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Closing Date Buyer Shares pursuant to Section 2.05(a)(i). (d) For avoidance of doubt, Sellers’ indemnification shall be several (limited to the proportion of the purchase price actually received by each Seller) as per above, and not joint.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXhereof, the Sellers, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify defend, indemnify, and defend each of Holdings and hold harmless Buyer, its Affiliates and their respective stockholders, directors, officers and employees (including excluding for purposes of this use of “Affiliates” the Target Companyother Seller and his Affiliates) (collectively, the “Holdings Buyer Indemnitees”) against, and shall hold each of them harmless from and againstagainst all Damages, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Holdings Indemnitees based upon, directly arising out of, with respect to or by reason offrom: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company contained or such Seller in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Company on or before the Sellers or, prior to the Closing, the Target Company Closing Date or such Seller pursuant to this Agreement Agreement; (other than c) any of the matters set forth on forth in Sections 3.10 and 3.11, and 3.14(b) of the Disclosure Schedules; or (d) Pre-Closing Taxes of Company; provided, however, that Sellers shall only indemnify Buyer Indemnitees for any Pre-Closing Taxes over and above the amount of accrued Taxes included as a Current Liability in the calculation of the Closing Working Capital; provided, however, that notwithstanding the foregoing, each Seller shall be solely liable to indemnify the Buyer Indemnitees with respect to any breach of any representation or violation ofwarranty of such Seller on behalf of itself (i.e., not on behalf of Company or on behalf of the other Seller) herein or with respect to any failure by such Seller to fully performperform or observe any term, any covenantprovision, agreement, undertaking covenant or obligation in Article VII, it being understood that the sole remedy for any agreement herein applicable solely to such breach, violation or failure shall be pursuant to Article VII);Seller.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), each Seller shall indemnify and defend defend, severally but not jointly, each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings "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 Holdings 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 Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers;or (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VII, the Sellers, each Seller shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target each Acquired Company) and their respective Representatives (collectively, the “Holdings 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 Holdings Buyer Indemnitees based upon, arising out of, with respect to to, or by reason ofof the following, provided, that Sellers shall not have any indemnification liability under this Agreement unless a claim is timely asserted pursuant Section 7.01 or, as applicable, Section 6.10: (a) any inaccuracy in or breach of any of the representations or warranties of Target Company Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, Seller pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by the Sellers or, prior to the Closing, the Target Company Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking undertaking, or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation violation, or failure shall be pursuant to Article VIIARTICLE VI); (c) any Transaction Expenses, Debt Like Items, or Indebtedness of an Acquired Company outstanding as of the Closing to the extent not included in Closing Working Capital (as finally determined pursuant to Section 2.03) or deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.03(a)(i); (d) Any fraud of any Seller or an Acquired Company; or (e) Any matter set forth on Exhibit G attached hereto.

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article IXARTICLE VIII, the SellersSellers shall, severally and not jointly (in accordance with their Pro Rata Shares)Percentages and not jointly, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Target the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target the Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII)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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (cii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI);; or (iii) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.04(a). (b) Subject to the other terms and conditions of this ARTICLE VIII, each Seller shall indemnify and defend 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: (i) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in 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); or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Seller pursuant to this Agreement.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVII, Sellers shall contribute toward indemnifying and defending the Sellers, severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 Holdings Indemnitees Buyer or Buyer Indemnitees, including reasonable attorney fees, 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 Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of the date such representation or warranty was made 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement; or, (c) any Transaction Expenses or Indebtedness of any kind of the Sellers or, prior to Company outstanding as of the Closing, to the Target Company extent not deducted from the Purchase Price pursuant to Section 2.04 and Schedule B. Notwithstanding anything else to the contrary in this Agreement (other than Agreement, Sellers’ contribution to and responsibility for the costs of indemnifying and defending for Losses referenced above and elsewhere in this Agreement, including any breach or violation ofof warranties, representations, or failure to fully performcovenants hereunder (“Damages”), any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for if any such breachoccur, violation shall not exceed the greater of an aggregate of seventy thousand dollars ($70,000), or failure the value of an aggregate value of 500,000 shares of the common stock of the Company retained by Sellers at closing (“Indemnity Shares”). The value of such retained Indemnity Shares shall be pursuant determined by the average closing price for the 30 business days prior to Article VIIBuyer’s claim, if any. Sellers’ cash obligations, if any, hereunder shall be allocated 50/50 among Sellers (capped at thirty-five thousand dollars ($35,000 each);, and each Seller’s obligation shall be several and not joint. In the case of Indemnity Shares, SF shall be responsible for providing 65% of same, and DC shall be responsible for providing 35% of same (again, each Seller’s obligations shall be several and not joint).

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellersfrom and after Closing, Sellers severally and not jointly (in accordance with their Pro Rata Shares)Shares and not jointly, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target CompanyCompany Parent) and their respective Representatives (collectively, the “Holdings 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 Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any Any inaccuracy in or breach of any of the representations or warranties of Target Sellers, or the Company Parent contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target the Company Parent pursuant to this Agreement (other than in respect of Section 3.213.24, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any Any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company Parent pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI); (c) Any claim made by any stockholder of the Company relating to the Charter Amendment, the Pre-Merger Purchase, or the Short-Form Merger, including any claim relating to such stockholder’s rights with respect to the merger consideration received in connection with the Short-Form Merger; 90 (d) All Losses and Liabilities arising out of or relating to the Company’s failure to properly withhold any Taxes or report income, in accordance with applicable Law, in connection 91 with the vesting, exercise or cash-out of any stock options, restricted stock or other equity or equity- based incentives equity grants to employees and service providers of the Company (“Withholding Losses”); (e) All Losses and Liabilities for, arising out of or relating to, Pre-Closing Taxes that are sales or use Taxes; or (f) Any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not paid or satisfied by the Company at or prior to the Closing, or if paid by Buyer at or prior to the Closing, to the extent not deducted in the determination of the Closing Date Payment.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXAgreement, the Sellers, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including including, after the Target Closing, each Company) and each of their respective Representatives (collectively, the “Holdings 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 Holdings Buyer Indemnitees based upon, upon or arising out of, with respect to or by reason of: : (a) any inaccuracy in or breach of any of the representations or warranties of Target any Seller or any Company in any Transaction Document, including any of the representations or warranties contained in this Agreement Article III or in Article IV or any certificate or instrument delivered by or on behalf of such Target any Seller or any Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of at 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; or any allegation by a third party that, if proven true, would constitute such an inaccuracy or breach; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers orany Seller or any of its respective Affiliates (including any covenant, agreement or obligation to be performed by any Company on or prior to the Closing) pursuant to any Transaction Document or any allegation by a third party that, if proven true, would constitute such a breach or non-fulfillment; (c) any Closing Indebtedness or Transaction Expenses to the extent not set forth on the Payoff Letters or otherwise reflected in and adjusted for in the Final Closing Statement; (d) any claim asserted by any Person who is or was, or who claims to be or to have been, the Target Company pursuant to this Agreement (other than any breach or violation holder of, or entitled to acquire or receive, any Securities, equity interest, option or other security of any Company or who claims any consideration with respect thereto; (e) any indemnification obligations owing by any Company to any past or present officers, managers, managing-members, directors, employees, former employees or independent contractors of any Company (whether under Law, any Organizational Document, any current indemnification agreement, this Agreement or otherwise) with respect to claims made against such past or present officers, managers, managing-members, directors, employees, former employees or independent contractors, in each case, which (i) are asserted on or prior to the Closing Date or (ii) arise or are based, in whole or primarily upon, on any events, activities or actions occurring on or prior to the Closing Date or conditions caused or contributed to on or prior to the Closing Date; (f) subject to Section 8.04(k), (i) any Environmental Claim by reason of or arising out of any action, failure to fully performact, event or condition (whether known or unknown on or prior to the Closing Date) (1) associated with the ownership or operation by any covenantCompany of, agreementor at, undertaking (x) the Real Property, or obligation in Article VII(y) property formerly owned, it being understood that operated or leased by any Company during the sole remedy for time of such Company’s (or any other Person’s, to the extent such breachPerson would qualify as such Company at such time) ownership, violation operation or failure shall be pursuant lease of such property, (ii) the presence or Release of any Hazardous Material on, at, to Article VII);or from any 41 302010047 v18

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article IX, the Key Sellers, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Target the Company or any Key Seller contained in this Agreement Article III or in any certificate or instrument delivered by or on behalf of such Target the Company pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII)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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and or (ii) if a claim for indemnification under this Section 9.2(a) made prior any breach or non-fulfillment of any covenant, agreement or obligation to Closing exceeds ten percent (10%) of be performed by the value of the consideration of paid Company or payable to the Sellers, any Key Seller pursuant to this Agreement; or (iii) any Fraud by or on behalf of the Company or any Key Seller in connection with or affecting this Agreement or the transactions contemplated hereby or by any Ancillary Document. (b) Subject to the other terms and conditions of this Article IX, each Seller, severally and not jointly, shall indemnify and defend each Buyer Indemnitee 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 Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement Buyer Indemnitees based upon, arising out of, with respect to Target Company and its Sellers;or by reason of: (bi) any inaccuracy in or breach of any of the representations or warranties of the Sellers such Seller contained in Article IVIV or in any certificate or instrument delivered by or on behalf of such 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; provided Date (except for representations and warranties that each Seller shall be solely responsible for any Damages arising from any expressly relate to a specified date, the inaccuracy in or breach of any of the representations and warranties contained in Article IV as they pertain which will be determined with reference to such Seller;specified date); or (cii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company such Seller pursuant to this Agreement; or (iii) any Fraud by or on behalf of the Seller, the Company or any Key Seller in connection with or affecting this Agreement or the transactions contemplated hereby or by any Ancillary Document. (c) Subject to the other than terms and conditions of this Article IX, the Sellers, jointly and severally, shall indemnify and defend each Buyer Indemnitee against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any breach and all Losses incurred or violation sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or failure by reason of: (i) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be extent not paid from the Cash Consideration proceeds pursuant to Article VIISection 2.04; (ii) the PPP Loans and the EID Loan (including qualification, eligibility and/or Forgiveness, as applicable, thereof), including any Losses arising out of or by reason of (A) any actual, pending or threatened Action by any Governmental Authority or third-party (including the PPP Lender) in respect thereof, including information and documentation requests related thereto, (B) any representations and/or certifications made by the Company in the application for the PPP Loans or the EID Loan and/or the application for forgiveness thereof, including with respect to any documentation and supporting materials submitted in connection therewith, or (C) any changes in applicable Laws with respect thereto; (iii) any Losses arising out of or relating to Knowmadics, Inc. v.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellerseach Seller shall, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 Holdings 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 Target Company any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company any Seller pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIARTICLE VI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VI); (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.04(a)(i); (d) any Indemnified Liabilities.

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article IX, the Sellers, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including including, after Closing, the Target CompanyCompanies) and their respective Representatives (collectively, the “Holdings 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 actually incurred or sustained by, or imposed upon, the Holdings Buyer Indemnitees based upon, upon or arising out of, with respect to or by reason of: (ai) any inaccuracy in or breach of any of the representations or warranties of Target Company Sellers contained in this Agreement Article III or in any certificate or instrument delivered by or on behalf of Sellers relating to such Target Company pursuant to this Agreement representations or warranties (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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 datedate or time, the inaccuracy in or breach of which will be determined with reference only to such specified datedate or time); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (cii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than (i) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII, (ii) any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Section 6.06 and Section 6.15, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Section 9.02(b);, and (iii) any breach or violation of, or failure to fully perform, any covenant, undertaking or obligation in Section 6.07, it being understood that the remedies for any such breach, violation or failure shall be pursuant to Section 6.07(d)). (b) Subject to the other terms and conditions of this Article IX, each Seller, severally but not jointly, shall indemnify and defend 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: (i) any inaccuracy in or breach of any of the representations or warranties of such Seller contained in Article IV or in any certificate or instrument delivered by or on behalf of such Seller pursuant to this Agreement relating to such representations or warranties, 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 or time, the inaccuracy in or breach of which will be determined with reference only to such specified date or time); or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Seller pursuant to Section 6.06 or Section 6.15. (c) Sellers, jointly and severally, shall indemnify, defend and hold harmless the Buyer Indemnitees from and against any Loss to the extent based on or arising out of claims against the Companies based on or arising out of (i) the Companies’ ownership or disposition of the Captive Interests, (ii) any assessment for Losses pursuant to any Contract between any Captive Insurer and either Company as in effect as of immediately prior to the Closing (or as amended post-Closing (x) with the written consent of the Sellers’ Representative (whether with or without the written consent of either Company or Buyer), (y) with the written consent of either Company provided at the written direction of the Sellers’ Representative or (z) without the written consent of Seller’s Representative, the Company or Buyer), (iii) any Losses arising out of any actions or omissions of the Sellers’ Representative pursuant to Section 6.12, and (iv) any Losses arising out of any actions taken or not taken by the Companies at the written direction of the Sellers’ Representative. Notwithstanding the foregoing and for the avoidance of doubt, Sellers shall in no event be obligated to indemnify any Buyer Indemnitee pursuant to this Section 9.02(c) from and against any Loss based on or arising out of (A) any non-compliance by any Captive Insurer with, or the non-performance by any Captive Insurer of, any Contract between such Captive Insurer and either Company; (B) any denial by any Captive Insurer of all or any portion of, or any non-coverage of all or any portion of, any insurance claim of the Companies; (C) any action of Buyer or its Affiliates (including, for the avoidance of doubt, on and after the Closing, the Companies), including any action constituting fraud, willful misconduct, and/or a breach by Buyer of its obligations under this Agreement and/or a breach by either of the Companies of their respective obligations under any Contract between such Company and any Captive Insurer, but excluding (1) the act of either of the Companies of submitting insurance claims to the Captive Insurers (x) in the ordinary course of business and (y) in accordance with any applicable Contract between such Company and any Captive Insurer and (z) in accordance with the provisions of Section 6.12, (2) any action taken by the Sellers’ Representative in its capacity as Buyer’s agent pursuant to Section 6.12 and/or (3) any action taken by either Company at the written direction of Sellers’ Representative pursuant to Section 6.12. Notwithstanding any other provision of this Agreement, Sellers’ indemnification obligations under this Section 9.02(c) shall expire on the later of the seventh (7th) anniversary of the Closing or the six month anniversary of the first date on which the Companies no longer own the Captive Interests as the result of the transfer of such Captive Interests pursuant to Section 6.12; provided that any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the applicable Buyer Indemnitee to Sellers prior to the expiration date of the preceding survival period shall not thereafter be barred by the expiration of such survival period and such claims shall survive until finally resolved.

Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE IX, the Sellers, severally on a joint and not jointly (in accordance with their Pro Rata Shares)several basis, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target CompanyMission US, Mission UK and MM Ltd) and their respective Representatives (collectively, the “Holdings "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 Holdings Buyer Indemnitees based upon, arising out of, with respect to or by reason of: : - 73 - (a) any inaccuracy in or breach of any of the representations or warranties of Target Company any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company any Seller pursuant to this Agreement (other than in respect of Section 3.214.20 or Section 5.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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 dateARTICLE VIII); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIARTICLE VIII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIARTICLE VIII);; (c) any inaccuracy in or breach of any of the representations or warranties of Nicola contained in the Goodwill Purchase Agreement or in any certificate or instrument delivered by or on behalf of Nicola pursuant thereto; (d) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Nicola pursuant to the Goodwill Purchase Agreement; or (e) any Transaction Expenses (other than brokers' or other similar fees, which shall be payable by Xxxxx and Xxxxxx) in excess of $200,000 in the aggregate or any Indebtedness of MM Ltd, Mission-Media (Property) LLP, Mission Rights Limited or any Mission Company outstanding as of the Closing. If any sum payable under Sections 9.02(a) through (d), inclusive, is subject to Tax in the hands of Buyer, Sellers shall pay to Buyer the additional amount required to ensure that the net amount received by Buyer is the amount that Buyer would have received if the payment was not subject to Tax. For the avoidance of doubt, Sellers are jointly and severally liable for additional amounts payable under the immediately preceding sentence.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, following the SellersClosing, Sellers shall, severally and not jointly (in accordance with their respective Pro Rata SharesShare, (except as otherwise provided in Section 9.04(e)) and not jointly, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 (other than Losses included in Current Liabilities and taken into account in the calculation of Closing Working Capital) incurred or sustained by, or imposed upon, the Holdings 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 Target the Company or Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Sellers at Closing pursuant to this Agreement Section 8.02 (other than in respect of the representations or warranties of the Company contained in Section 3.213.26 (Taxes), it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), ) 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 only such specified date); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers;or (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers or the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking agreement or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);.

Indemnification by Sellers. Subject to (a) From and after the other terms and conditions of this Article IXClosing, the Sellers, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall defend, indemnify and defend each of Holdings Purchaser and its Affiliates and each of their respective Representatives (including the Target Company) (collectivelyeach, the “Holdings Indemnitees”) a "Purchaser Indemnified Party"), against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them forfrom, any and all Losses suffered or incurred (payable promptly upon written request), to the extent arising from or sustained by, in connection with or imposed upon, the Holdings Indemnitees based upon, arising out of, otherwise with respect to or by reason of: (ai) any inaccuracy in or breach of any representation or warranty of the representations or warranties of Target Company any Seller contained in this Agreement or any Ancillary Agreement, (ii) any breach of any covenant or agreement of any Seller contained in any certificate or instrument delivered by or on behalf of such Target Company pursuant to this Agreement or any Ancillary Agreement, and (other than iii) any Excluded Liabilities (or any third party claim for payment or satisfaction of any Excluded Liabilities). (b) Except as otherwise specifically provided in respect Section 7.19 of Section 3.21this Agreement, it being understood Purchaser acknowledges that the its sole and exclusive remedy for monetary damages after the Closing with respect to any such inaccuracy in or breach thereof and all breaches of this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIIX. (c) For purposes of Section 10.01(a)(i), as (i) a breach of the date such a representation or warranty was made or as shall be deemed to exist either if such representation or warranty was made on and is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as of the Closing Date (except for representations and warranties that expressly relate to a specified datemateriality, the inaccuracy in Sellers Material Adverse Effect, Knowledge or breach of which will be determined with reference to such specified date); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverablesimilar language, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) the amount of the value Losses in respect of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of a representation or warranty (including any deemed breach resulting from the application of the representations clause (i)) shall be determined without regard to any limitation or warranties of the qualification as to materiality, Sellers contained Material Adverse Effect, Knowledge or similar language set forth in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);warranty.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, from and after the SellersClosing, Sellers shall, severally and not jointly (jointly, and in accordance with their Pro Rata Shares)equal proportions, shall indemnify and defend each of Holdings the Buyers and its Affiliates (including the Target CompanyCompanies) and their respective Representatives (collectively, the “Holdings 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 (other than any Losses in respect of Taxes which shall be addressed exclusively under Section 6.03 hereof) incurred or sustained by, or imposed upon, any of the Holdings 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 Target Company Sellers contained in this Agreement Agreement, or in any certificate or instrument delivered by or on behalf of such Target Company Sellers pursuant to this Agreement (other than in respect of Section 3.213.25, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIVI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in or referenced in Article VIIVI, it being understood that the sole remedy for any such breach, violation violation, or failure shall be pursuant to Article VIIVI); (c) the Escrowed Special Indemnities; or (d) the COVID-19 Subsidies Indemnity.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the Sellers, each Seller shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 Holdings 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 Target Company such Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Seller pursuant to this Agreement (other than in respect of Section 3.213.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company such Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);; or (c) without limiting the generality of the indemnification obligations set forth above in Section 9.02(a), any retroactive adjustments or corrections made by Buyer or the Company to the Financial Statements, provided that such adjustments or corrections are made on or prior to the one-year anniversary of the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, the Sellers, Sellers shall severally and not jointly (in accordance with their Pro Rata Shares)jointly, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 Holdings 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 Target the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target the Company pursuant to this Agreement (other than in respect of Section 3.213.20, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, provided that (i) claims each Seller shall be liable only for its respective Pro Rata Share of any indemnification obligation under this Section 9.2(a8.02(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IVthis Agreement, as of provided that the date indemnification obligation under this Section 8.02(b) shall be limited solely to the Seller that has made or breached such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Datewarranty; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller;or (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company or any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII);; provided that if a covenant was breached by any Seller for which indemnification is sought, the indemnification obligation under this Section 8.02(c) shall be limited solely to the Seller that has made and breached such covenant, agreement or obligation; provided further that if a covenant was breached by the Company for which indemnification is sought, each Seller’s indemnification obligation under this Section 8.02(c) shall be limited to such Seller’s Pro Rata Share of any such indemnification obligation.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, the Sellerseach Seller shall, severally jointly and not jointly (in accordance with their Pro Rata Shares)severally, shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and Representatives (collectively, the “Holdings 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 Holdings 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 Target Company any Seller contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company any Seller pursuant to this Agreement (other than in respect of Section 3.213.26, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VIIVI), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company any Seller pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VIIVI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VIIVI); (c) any Tax Liability of the Company with respect to any Pre-Closing Tax Period; (d) any Liability related to any Action as a result of any transaction with Domino Systems A/S that has not been carried on an arm’s length basis; (e) any Liability related to compensation or other amounts owed to Company consultants located in Hungary and not reflected in the Balance Sheet; (f) any Liability related to amounts owed by the Company to Chong pursuant to an earnout or other compensation arrangement not reflected in the Balance Sheet; (g) in the event that performing the Company’s obligations pursuant to a product warranty or Contract would violate Sanctions, in the sole discretion of the Buyer, any Liability related to the Company’s breach of such obligations thereunder; (h) any Liability related to any Action under the Danish Act on Part Time; or (i) any Liability arising out of any Deducted Liabilities.

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, the Sellersfrom and after Closing, Sellers shall jointly and severally and not jointly (in accordance with their Pro Rata Shares), shall indemnify and defend each of Holdings Buyer and its Affiliates (including the Target Company) and their respective Representatives (collectively, the “Holdings 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 Holdings 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 Target Company Sellers contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Target Company Seller pursuant to this Agreement (other than in respect of Section 3.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), 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); provided, that (i) claims for indemnification under this Section 9.2(a) of $25,000 or less, made as a single claim or an aggregated claim with respect to Target Company shall be barred, but if the claim for indemnification ultimately is determined to exceed $25,000, the full amount shall be recoverable, and (ii) if a claim for indemnification under this Section 9.2(a) made prior to Closing exceeds ten percent (10%) of the value of the consideration of paid or payable to the Sellers, pursuant to this Agreement, the Sellers representing at least fifty-one percent (51%) of the voting rights of Target Company shall have the right to terminate this Agreement with respect to Target Company and its Sellers; (b) any inaccuracy in or breach of any of the representations or warranties of the Sellers contained in Article IV, 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; provided that each Seller shall be solely responsible for any Damages arising from any inaccuracy or breach of any of the representations and warranties contained in Article IV as they pertain to such Seller; (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Sellers or, prior to the Closing, the Target Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article VII); (c) any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price in the determination of the Closing Date Payment pursuant to Section 2.05(a)(i); or (d) any current or former employee or independent contractor of the Company or any Seller asserts any claim that such current or former employee or independent contractor who is or was involved in or contributed to the invention, creation, or development of any Intellectual Property during the course of employment or engagement with the Company prior to the Closing Date whereby such employee or independent contractor contests the Company’s exclusive ownership of any Intellectual Property invented, created, or developed by such employee or independent contractor within the scope of his or her employment or engagement with the Company.