Common use of Indemnification by the Buyer Clause in Contracts

Indemnification by the Buyer. From and after the Closing and subject to Section 11.1, the Buyer agrees to indemnify and hold harmless each of the Seller Parties from and against any and all Losses and Expenses imposed upon, or incurred or suffered by, any Seller Group Member as a result of or arising out of or relating to or caused by: (i) any breach by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of any representation or warranty of the Buyer contained or in this Agreement or any certificate delivered by or on behalf of the Buyer pursuant hereto; or (iii) the Assumed Liabilities. provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefrom.

Indemnification by the Buyer. (a) From and after the Closing and subject to Section 11.1Closing, the Buyer agrees to shall be liable for, and shall indemnify each Seller Party and its affiliates (excluding the Subject Entities) (the “Seller Indemnitees”) against and hold it harmless each of the Seller Parties from and against from, any and all Losses and Expenses imposed upon, suffered or incurred or suffered by, any by such Seller Group Member as a result of or Indemnitee to the extent arising out of of, involving or relating to or caused byotherwise in respect of: (i) any breach by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of any representation or warranty of the Buyer contained in a Transaction Document or in this Agreement or any certificate delivered by or on behalf pursuant hereto to be true and correct in all respects as of the date hereof and as of the Closing Date; and (ii) any breach of any covenant of the Buyer pursuant hereto; orcontained herein or in any agreement contemplated hereby. (iiib) the Assumed Liabilities. provided, however, that in respect of the Non-Fundamental Representations only, the The Buyer (i) shall not be required to indemnify and hold harmless any Seller Indemnitee pursuant to clause (iiSection 7.2(a)(i), and shall not have any liability unless the aggregate of all Losses for which the Buyer would be liable pursuant to Section 7.2(a)(i) of this Section 9.2 with respect exceeds on a cumulative basis an amount equal to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until$5,000,000, and then only to the extent thatof any such excess, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer (ii) shall not be required to indemnify and hold harmless any Seller Indemnitee pursuant to clause (ii) Section 7.2(a)(i), and shall not have any liability in excess of $160,000,000 in the aggregate for all Losses for which the Buyer would be liable hereunder pursuant to Section 7.2(a)(i); provided, however, that the limitations set forth in this Section 9.27.2(b) shall not apply to any claim for indemnification arising out of any breach by the Buyer of any Fundamental Representation, other than in respect any intentional or willful breach by the Buyer or any claims of, or causes of action arising out of, fraud. (c) The aggregate liability for the Non-Fundamental Representations, Buyer for indemnification pursuant to Sections 7.2(a) and 7.5 shall not exceed the Cap. Any qualification $480,000,000. (d) For purposes of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromany Loss with respect to any breach or inaccuracy of a representation or warranty pursuant to Section 7.2(a)(i), no effect shall be given to the terms “material”, “Material Adverse Effect” or other qualifications of similar import contained therein.

Indemnification by the Buyer. From and after the Closing and subject (a) Subject to Section 11.19.3(b), the Buyer agrees to indemnify and hold harmless each of the Seller Parties from and against any its Affiliates and all Losses their respective officers, directors, employees, successors and Expenses imposed uponassigns (the “Seller Indemnified Parties”) against, or incurred or suffered byand agrees to hold them harmless from, any Seller Group Member as a result of Loss to the extent such Loss arises or arising out of results from or relating relates to or caused bythe following: (i) any breach by the Buyer of, or inaccuracy in, any other failure of the Buyer's representations or warranties in this Agreement or any of the Buyer to perform, any of its covenants, agreements or obligations in this AgreementTransaction Documents; (ii) any breach or noncompliance by the Buyer of or inaccuracy of with any representation covenants or warranty agreements contained in this Agreement, whether required to be performed on, prior to, or after the Closing; (iii) any Assumed Liability; (iv) the ownership, operation or use of the Buyer contained or in this Agreement or any certificate delivered by or on behalf of Purchased Assets after the Buyer pursuant heretoClosing Date; or (iiiv) any Product shipped after the Assumed Liabilities. providedClosing Date, however, that in respect except for losses arising from a breach by the Seller of any of its representations and warranties set forth herein or any obligations of the Non-Fundamental Representations only, the Seller with respect to such Product herein. (b) The Buyer shall not be required to indemnify and hold harmless pursuant to clause (iiliable for indemnification under Section 9.3(a)(i) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, until the aggregate dollar amount of all such Losses and Expenses exceed exceeds the Deductible; andBasket, provided, further, that the aggregate amount of Losses and Expenses that at which point the Buyer shall be required to indemnify and hold harmless pursuant to clause (iiliable for the full amount of such Losses from the first dollar. In no event shall the Buyer be liable for indemnification under Section 9.3(a)(i) of this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed for Losses exceeding the Cap. Any qualification of Notwithstanding the representations and warranties of foregoing, neither the Buyer or its Affiliates by reference Basket nor the Cap shall apply to materiality or Material Adverse Effect, where applicable, relating to the matters stated thereinany breach of, or words of similar effectinaccuracy in, shall be disregarded in determining any Fundamental Buyer Representation or any fraud or willful or intentional misrepresentation by the amount of Losses and Expenses arising therefromBuyer.

Indemnification by the Buyer. From (a) The Buyer hereby agrees that, from and after the Closing and subject to Section 11.1Closing, the Buyer agrees to indemnify it shall indemnify, defend and hold harmless each of the Seller Parties from and its Representatives and their heirs, successors and permitted assigns, each in its capacity as such (the “Seller Indemnified Parties”) from, against and in respect of any and all Losses and Expenses imposed uponon, or sustained, incurred or suffered by, or asserted against, any of the Seller Group Member as a result Indemnified Parties, whether in respect of third-party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or relating to or caused by: resulting from, (i) any breach by the Buyer ofsubject to Section 7.3(b) hereof , or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of in any representation or warranty of made by the Buyer contained or in this Agreement or any certificate delivered by Ancillary Agreement for the period such representation or on behalf warranty survives, it being understood that, for purposes of this Section 7.3(a)(i), any qualifications relating to materiality contained in such representation or warranty shall be disregarded for purposes of determining whether such representation or warranty was breached, (ii) any breach, violation or non-fulfillment of a covenant or agreement of the Buyer pursuant hereto; or contained in this Agreement or any Ancillary Agreement, and (iii) the Assumed Liabilities. Transferred Shares, the assets of the Transferred Subsidiaries, or the Business to the extent attributable to the operation or ownership of the Business following the Closing and not otherwise an Excluded Liability. (b) The Buyer shall not be liable to the Seller Indemnified Parties for any individual Loss with respect to the matters contained in Section 7.3(a)(i) (other than breach of or inaccuracy in the representations and warranties contained in Sections 4.1, 4.2 and 4.6, which shall be indemnified without regard to the following limitations) unless (i) such individual Loss exceeds the Individual Indemnity Threshold and (ii) the aggregate amount of all such Losses, other than any individual Loss that is equal to or below the Individual Indemnity Threshold, exceeds the Aggregate Indemnity Threshold, in which case the Buyer shall be liable for all of such Losses; provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless make any payments to the Seller Indemnified Parties pursuant to clauses (i) and (ii) of Section 7.3(a) in excess of an aggregate amount equal to $50,000,000. For avoidance of any doubt, each individual Loss that is equal to or below the Individual Indemnity Threshold shall be excluded from any calculation of the aggregate amount of Losses in clause (ii) of this Section 9.2 with respect to Losses 7.3(b) and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to from any calculation of the extent that, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of Buyer’s indemnity obligation under this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefrom7.3.

Indemnification by the Buyer. From The Buyer shall be liable to each of the Shareholders and after their respective heirs and assigns (collectively the Closing "SHAREHOLDERS INDEMNIFIED PERSONS" and subject to Section 11.1each a "SHAREHOLDERS INDEMNIFIED PERSON") and shall defend, the Buyer agrees to indemnify and hold harmless each all of the Seller Parties from and Shareholders Indemnified Persons against any and all Losses and Expenses imposed upon, or Claims incurred or suffered by, by or imposed upon any Seller Group Member as a result of the Shareholders Indemnified Persons arising directly or arising indirectly out of or relating to or caused byof: (ia) any breach by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of any agreement, covenant, representation or warranty of the Buyer contained in or contemplated by this Agreement or in any other agreement or document required to be furnished by the Buyer to the Shareholders hereunder; and (b) the non-fulfilment of any agreement, covenant or obligation of the Buyer contained in this Agreement or in any certificate delivered agreement or document required to be entered into by or on behalf of the Buyer pursuant hereto; or (iii) the Assumed Liabilities. provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, not waived in writing by the aggregate Shareholders; provided that the amount of all indemnification in relation to such Losses and Expenses exceed Claims to be made by the Deductible; and, provided, further, that Shareholder Indemnified Person pursuant to the aggregate amount of Losses and Expenses that the Buyer provisions hereof shall be required limited to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect a fraction of the Non-Fundamental Representations, shall not exceed total Claims resulting from the Cap. Any qualification applicable breach determined by dividing the number of Buyer Subordinate Voting Shares of the representations and warranties share capital of the Buyer or its Affiliates held by reference such Shareholder immediately after the Effective Time divided by the total number of Buyer Shares issued pursuant to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromthis Agreement.

Indemnification by the Buyer. From and after the Closing Closing, and subject to Section 11.1this Article 8, the Buyer agrees to shall, severally and not jointly, defend, indemnify and hold harmless Prometheus, the Company and each of their Affiliates and their respective officers, directors, employees, agents, successors and assigns (collectively, the Seller Parties “Prometheus Indemnitees”) from and against against, and pay or reimburse the Prometheus Indemnitees for, any and all Losses and Expenses imposed upon, or incurred or suffered by, any Seller Group Member as a result of or arising out of or relating to or caused by: resulting from (ia) any inaccuracy in or breach by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of any representation or warranty of by the Buyer contained in Article 3 or (b) any breach or default in performance of any covenant or agreement under this Agreement by Buyer prior to or any certificate delivered by or on behalf of following the Buyer pursuant hereto; or (iii) the Assumed LiabilitiesClosing. provided, however, The amount that in respect of the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant pay to clause (ii) of the Prometheus Indemnitees under this Section 9.2, other than 8.3 in respect of any Loss incurred by the Non-Fundamental Representations, Company and indirectly borne by any Prometheus Indemnitee shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating be equal to the matters stated thereinproduct of such Loss and the Prometheus Equity Percentage; provided that, or words for the avoidance of similar effectdoubt, the amount that Buyer shall be disregarded required to pay to the Prometheus Indemnitees under this Section 8.3 in determining respect of any Loss incurred by and directly borne by any Prometheus Indemnitee shall be equal to the entire amount of Losses and Expenses arising therefromsuch Loss.

Indemnification by the Buyer. From The Buyer shall be liable to each of the Shareholders and after their respective heirs and assigns (collectively the Closing "SHAREHOLDERS INDEMNIFIED PERSONS" and subject to Section 11.1each a "SHAREHOLDERS INDEMNIFIED PERSON") and shall defend, the Buyer agrees to indemnify and hold harmless each all of the Seller Parties from and Shareholders Indemnified Persons against any and all Losses and Expenses imposed upon, or Claims incurred or suffered by, by or imposed upon any Seller Group Member as a result of the Shareholders Indemnified Persons arising directly or arising indirectly out of or relating to or caused byof: (ia) any breach by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of any agreement, covenant, representation or warranty of the Buyer contained in or contemplated by this Agreement or in any other agreement or document required to be furnished by the Buyer to the Shareholders hereunder; and (b) the non-fulfilment of any agreement, covenant or obligation of the Buyer contained in this Agreement or in any certificate delivered agreement or document required to be entered into by or on behalf of the Buyer pursuant hereto; or (iii) the Assumed Liabilities. provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, not waived in writing by the aggregate Shareholders; provided that the amount of all indemnification in relation to such Losses and Expenses exceed Claims to be made by the Deductible; and, provided, further, that Shareholder Indemnified Person pursuant to the aggregate amount of Losses and Expenses that the Buyer provisions hereof shall be required limited to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect a fraction of the Non-Fundamental Representations, shall not exceed total Claims resulting from the Cap. Any qualification applicable breach determined by dividing the number of Buyer Shares of the representations and warranties share capital of the Buyer or its Affiliates held by reference such Shareholder immediately after the Closing divided by the total number of Buyer Shares issued pursuant to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromthis Agreement.

Indemnification by the Buyer. (a) From and after the Closing Closing, and subject to Section 11.1this Article ‎VIII, after the Closing the Buyer agrees to shall defend, indemnify and hold harmless the Seller and each of its Affiliates and their respective and its officers, directors, managers and employees, and each of the successors and assigns of any of the foregoing (collectively, the “Seller Parties Indemnitees”) from and against against, and pay or reimburse the Seller Indemnitees for, any and all Losses and Expenses imposed upon, or incurred or suffered by, any Seller Group Member as a result of or arising out of or relating to or caused bythe extent resulting from: (i) any breach of any representation or warranty made by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this AgreementArticle ‎IV; (ii) any breach of or inaccuracy in performance by the Buyer of any representation of its covenants or warranty agreements contained herein; (iii) any act taken by the Seller or any Company Entity pursuant to ‎Section 5.18(e), except to the extent such Losses were suffered or incurred as a result of the Buyer contained or in this Agreement or any certificate delivered by or on behalf knowing and intentional fraud of the Buyer pursuant heretoSeller or its Affiliates; or (iiiiv) the Assumed Liabilities. provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not be any and all payments required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members untilbe made under, and then only the costs and expenses incurred in connection with, and any other liability incurred by the Seller and its Affiliates (other than the Company Entities) under any guarantee, performance bond, bid bond or other similar agreement that is not released prior to or at the Closing, in each case to the extent thatrequired to be made or incurred, as applicable, after the aggregate amount Closing and solely to the extent related to the business of all such Losses and Expenses exceed the DeductibleCompany Entities; and, provided, further, that the aggregate indemnifiable Losses pursuant to this Section 8.3(a)(iv) shall be limited solely to the amount of Losses and Expenses that such underlying obligation actually incurred by the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect Seller as a result of the Non-Fundamental Representations, Buyer’s action or inaction and shall not exceed include any fees and expenses incurred by the Cap. Any qualification of Seller in enforcing its rights under this ‎Section 8.3(a)(iv), including legal expenses. (b) Absent knowing and intentional fraud, in no event shall the representations and warranties aggregate monetary obligations of the Buyer or any of their respective Affiliates in connection with the Transactions exceed the Purchase Price. (c) Except as otherwise expressly provided for in this Agreement, the Seller acknowledges and agrees that, should the Closing occur, its Affiliates by reference and each Seller Indemnitee’s sole and exclusive remedy with respect to materiality or Material Adverse Effect, where applicableany and all matters arising out of, relating to or connected with this Agreement and the matters stated therein, or words of similar effect, Transactions shall be disregarded pursuant to the indemnification provisions set forth in determining this Article ‎VIII; provided, that nothing contained in this Agreement shall operate to limit (i) the amount of Losses Seller Indemnitees’ ability to make a claim against the Buyer for knowing and Expenses arising therefrom.intentional fraud

Indemnification by the Buyer. From Except as otherwise limited by this Article 10 and after the Closing and subject to Section 11.1Article 11 hereof, the Buyer agrees to indemnify indemnify, defend and hold harmless the Seller and each of the Seller Parties its officers, directors, employees, agents, stockholders and controlling Persons and its successors and assigns harmless from and against any and all Losses and Expenses imposed uponin respect of Damages actually suffered, or incurred or suffered byrealized by such party (collectively, any “Seller Group Member as a result of or Losses”), arising out of or relating to or caused byresulting from: (ia) any misrepresentation or breach of warranty made by the Buyer of, in this Agreement or any misrepresentation in or breach of warranty under any other failure of agreement, certificate, Schedule, Exhibit or writing delivered to the Buyer Seller pursuant to perform, any of its covenants, agreements or obligations in this Agreement; (iib) any breach of any covenant or inaccuracy of any representation other agreement made or warranty of undertaken by the Buyer contained or in this Agreement or in any certificate other agreement, certificate, Schedule, Exhibit or writing delivered by the Buyer to the Seller pursuant to this Agreement, including the Disclosure Schedule (c) any Assumed Liability or on behalf the Buyer’s operation of the Buyer pursuant heretoBusiness or the Transferred Assets or the use of the Facilities after the Closing Date; or (iii) the Assumed Liabilities. provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not in no event be liable for or be required to indemnify and hold harmless provide indemnity pursuant to clause (ii) of this Section 9.2 with respect 10.03 for the Buyer’s failure to Losses and Expenses imposed upon, detect or incurred remedy any Environmental Liabilities arising on or suffered by, Seller Group Members until, and then only prior to the extent thatClosing Date; (d) any fees, commissions or like payments by any Person having acted or claiming to have acted, directly or indirectly, as a broker, finder or financial advisor for Buyer in connection with the aggregate amount transactions contemplated by this Agreement; or (e) any actions taken by Seller in compliance with the requirements of all such Losses Sections 1.01(b) and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefrom7.06(e).

Indemnification by the Buyer. (a) From and after the Closing and subject to Section 11.1Closing, the Buyer agrees to shall be liable for, shall indemnify the Seller, their Affiliates and their respective officers, directors, managers, employees, stockholders, members agents and representatives (the “Seller Indemnitees”) for, shall hold harmless each of harmless, protect and defend the Seller Parties Indemnitees, from and against against, and shall reimburse the Seller for, any and all Losses and Expenses imposed uponSeller’s Damages (as defined below). (b) The term “Seller’s Damages” means all Damages sustained, or incurred or suffered by, any by the Seller Group Member as a result of Indemnitees resulting from or arising out of or relating to or caused by: in connection with: (i) any breach by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of any representation or warranty of the Buyer contained in or made pursuant to this Agreement, the other Transaction Documents or in any certificate, instrument or agreement delivered to the Seller pursuant to or in connection with this Agreement or (without giving effect to any certificate delivered supplemental disclosure after the date of this Agreement) (it being agreed and acknowledged by or on behalf the parties that for purposes of the Buyer pursuant hereto; or (iii) the Assumed Liabilities. provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not be required right to indemnify and hold harmless indemnification pursuant to this clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates contained herein and therein shall not be deemed qualified by reference any references herein to materiality generally or to whether or not any such breach results or may result in a Buyer Material Adverse Effect); (ii) any breach of any covenant or obligation of the Buyer under or in connection with this Agreement or the other Transaction Documents to which the Buyer is a party; (iii) any Assumed Liability; (iv) the conduct of the Business and the operation of the Transferred Assets by the Buyer from and after the Effective Time; and (v) any Taxes properly payable by or the responsibility of Buyer under this Agreement, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses including Section 6.12 and Expenses arising therefromSection 6.14.

Indemnification by the Buyer. From Subject to Article IX hereof, from and after the Closing and subject to Section 11.1Closing, the Buyer agrees to shall indemnify and hold harmless each of the Seller Parties from and against any and all Losses and Expenses imposed uponLosses, net of any Tax benefit or incurred reduction realized or suffered by, any Seller Group Member reasonably expected to be realized as a result of any Losses or arising the circumstances giving rise thereto, incurred or suffered by the Seller, whether in respect of Third Party Claims, or claims among any of the parties hereto, provided such Losses arise out of or relating relate to any of the following (and provided that there shall not be any duplicative payments or caused by: (i) any breach indemnities by the Buyer of, or any other Buyer): (a) the failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of any representation or warranty of the Buyer contained or set forth in this Agreement or any certificate delivered by or on behalf to be true and correct in all respects as of the Buyer pursuant heretodate hereof and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case the failure of such representations and warranties to be so true and correct shall be measured as of such earlier date); or (iii) the Assumed Liabilities. provided, however, that in respect the case of the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, any such representation or incurred or suffered by, Seller Group Members until, and then only to the extent that, the aggregate amount of warranty that is limited by “in all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than material respects,” “in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or any material respect,” “material,” “materially,” “Material Adverse Effect” or any similar term or limitation, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefrom(but not the existence of a breach) shall be determined as if such “in all material respects,” “in any material respect,” “material,” “materially,” “Material Adverse Effect” or similar term or limitation were not included therein or (b) the breach of any covenant or agreement of Buyer contained in this Agreement.

Indemnification by the Buyer. From and after Notwithstanding the Closing and subject to Section 11.1or the delivery of the Purchased Property, the Buyer agrees to shall indemnify and agree to fully defend, save and hold harmless each the Sellers, any Affiliate of the foregoing, and its directors, officers and employees (the "Seller Parties from and against any and all Losses and Expenses imposed uponIndemnitees"), or incurred or suffered by, harmless if any Seller Group Member as a result of Indemnitee shall at any time or from time to time suffer any Losses arising out of or relating resulting from, or shall pay or become obligated to pay any sum on account of, any and all the Buyer Events of Breach. As used herein, "Buyer Event of Breach" shall be and mean any one or caused bymore of the following: (ia) any breach by the Buyer of, untruth or inaccuracy in any other failure representation of the Buyer to perform, or the breach of any warranty of its covenants, agreements or obligations the Buyer contained in this Agreement; (iib) any breach of or inaccuracy of any representation or warranty failure of the Buyer duly to perform or observe any term, provision, covenant, agreement or condition contained or in this Agreement or any certificate delivered by or on behalf the part of the Buyer pursuant hereto; orto be performed or observed; (iiic) any claim or cause of action by any party arising after the Closing Date against any Seller Indemnitees with respect to Assumed Liabilities. , provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not be required have no obligation to indemnify and hold harmless pursuant to clause (iimake any payment under Section 11.3(a) of this Section 9.2 hereof with respect to Losses and Expenses imposed uponany representation or warranty unless the aggregate amount to which all Seller Indemnitees are entitled by reason of all such claims exceeds Ten Thousand Dollars ($10,000), or incurred or suffered by, Seller Group Members until, and then only to the extent thatit being understood that once such amount is exceeded, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that claims shall be payable by the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect of on demand by the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromSellers.

Indemnification by the Buyer. From The Buyer shall be liable to each of the Shareholders and after their respective heirs and assigns (collectively the Closing "SHAREHOLDERS INDEMNIFIED PERSONS" and subject to Section 11.1each a "SHAREHOLDERS INDEMNIFIED PERSON") and shall defend, the Buyer agrees to indemnify and hold harmless each all of the Seller Parties from and Shareholders Indemnified Persons against any and all Losses and Expenses imposed upon, or Claims incurred or suffered by, by or imposed upon any Seller Group Member as a result of or arising out of or relating to or caused by: (i) any breach by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements Shareholders Indemnified Persons arising directly or obligations in this Agreement; indirectly out of: (iia) any the breach of or inaccuracy of any agreement, covenant, representation or warranty of the Buyer contained in or contemplated by this Agreement or in any other agreement or document required to be furnished by the Buyer to the Shareholders hereunder; and (b) the non-fulfilment of any agreement, covenant or obligation of the Buyer contained in this Agreement or in any certificate delivered agreement or document required to be entered into by or on behalf of the Buyer pursuant hereto; or (iii) the Assumed Liabilities. provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, not waived in writing by the aggregate Shareholders; provided that the amount of all indemnification in relation to such Losses and Expenses exceed Claims to be made by the Deductible; and, provided, further, that Shareholder Indemnified Person pursuant to the aggregate amount of Losses and Expenses that the Buyer provisions hereof shall be required limited to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect a fraction of the Non-Fundamental Representations, shall not exceed total Claims resulting from the Cap. Any qualification applicable breach determined by dividing the number of Buyer Subordinate Voting Shares of the representations and warranties share capital of the Buyer or its Affiliates held by reference such Shareholder immediately after the <PAGE> - 58 - Effective Time divided by the total number of Buyer Shares issued pursuant to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromthis Agreement.

Indemnification by the Buyer. From Subject to the terms, conditions and limitations set forth in this Article X, from and after the Closing and subject to Section 11.1Date, the Buyer agrees to indemnify shall indemnify, defend and hold harmless each of the Seller Indemnified Parties from and against any and all Losses and Expenses imposed upon, sustained or incurred or suffered by, by any Seller Group Member as a result of or Indemnified Party arising out of or relating to or caused byresulting from: (ia) any inaccuracy or breach of a representation or warranty made by the Buyer in Article IV of this Agreement or in any of the Other Agreements; provided, however, that for purposes of determining whether there has been any breach or inaccuracy of such representations and warranties and the amount of any Losses due to such breach or inaccuracy, all "material adverse effect" qualifications and other materiality qualifications and similar qualifications contained in such representations and warranties shall be disregarded; or (b) any breach by the Buyer of, or any other the failure of the Buyer to perform, observe or comply with any of its covenants, covenants or agreements or obligations made by the Buyer in this Agreement; (ii) any breach of or inaccuracy of any representation or warranty of , the Buyer contained Other Agreements or in any Exhibit or Schedule to this Agreement Agreement, regardless of whether such covenant or any certificate delivered by agreement requires performance prior to, on or on behalf of after the Buyer pursuant heretoClosing Date; or (iiic) any claim or assertion for broker's or finder's fees or expenses arising out of the transactions contemplated by this Agreement by any Person claiming to have been engaged by either the Buyer or any of its Affiliates; or (d) the Assumed Liabilities. provided, however, that in respect of ; or (e) the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 WARN Act with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of transactions contemplated by this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromAgreement.

Indemnification by the Buyer. From (a) Subject to Sections 9.03, 9.04 and after 10.01, if the Closing and subject to Section 11.1, shall occur the Buyer agrees to indemnify shall indemnify, defend and hold harmless each of the Seller Parties from and against its Affiliates (collectively, the “Seller Indemnified Parties”) against, and reimburse any and the Seller Indemnified Party for, all Losses and Expenses imposed uponthat such the Seller Indemnified Party may suffer or incur, or incurred or suffered bybecome subject to, any Seller Group Member as a result of or arising out of or relating to or caused byof: (i) the breach of any breach representations or warranties made by the Buyer ofin this Agreement as of the Closing Date (or with respect to representations and warranties that are made as of a specific date, as of such date); or (ii) the breach or any other failure of by the Buyer to perform, or cause to be performed, any of its covenants, agreements covenants or obligations contained in this Agreement;. (iib) any breach of or inaccuracy of any representation or warranty of Notwithstanding anything to the Buyer contrary contained or in this Agreement or any certificate delivered by or on behalf of the Buyer pursuant hereto; or (iii) the Assumed Liabilities. providedAgreement, however, that in respect of the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 except with respect to (1) claims for equitable remedies or (2) claims based on fraud or intentional misconduct, no indemnification payment by the Buyer with respect to any indemnifiable Losses otherwise payable under Section 9.02(a) and Expenses imposed upon, arising out of or incurred or suffered by, Seller Group Members until, and then only to resulting from the extent that, the aggregate amount of causes enumerated in Section 9.02(a) shall be payable until such time as all such indemnifiable Losses and Expenses exceed shall aggregate to more than the Deductible; andBasket Amount, provided, further, that the aggregate amount of Losses and Expenses that after which time the Buyer shall be required liable in full for all indemnifiable Losses in excess of the Threshold. Nothing contained in this Article X shall be deemed to indemnify limit or restrict in any manner any rights or remedies which the Seller Indemnified Parties have, or might have, at Law, in equity or otherwise, based on fraud or willful misconduct. The aggregate maximum liability of Buyer for any and hold harmless all Losses for which indemnification may be sought pursuant to clause (iiSection 9.02(a) of this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating be limited to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromPurchase Price.

Indemnification by the Buyer. From The Buyer shall indemnify and after the Closing and subject to Section 11.1defend Parent, the Buyer agrees to indemnify Sellers and their successors, transferees, assignees, officers, directors, trustees, employees, shareholders, agents, advisors or representatives (each, a "Seller Indemnitee") against, and hold each Seller Indemnitee harmless each of the from, any Damages that any Seller Parties from and against any and all Losses and Expenses imposed Indemnitee may suffer or incur, based upon, or incurred or suffered byattributable to, any Seller Group Member as a result of or arising out of or from, relating to or caused by:in connection with any of the following (whether or not in connection with any third party claim): (ia) any The inaccuracy in or breach by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of any representation or warranty of the Buyer contained or in this Agreement Agreement, to the extent such inaccuracy or breach has not been waived by the Sellers or Parent; (b) The failure of the Buyer to perform or to comply in all material respects with any covenant or agreement required to be performed by the Buyer contained in this Agreement, to the extent such failure to perform or noncompliance has not been waived by Parent or the Sellers; (c) All liabilities and obligations assumed by the Buyer or any certificate delivered by or on behalf Affiliate of the Buyer pursuant hereto; orto the terms of this Agreement, or otherwise relating to the operation of the Business, excluding the Excluded Liabilities, after the Closing; (iiid) Any Tax of a Company relating to a Post-Closing Period or to the Assumed Liabilities. provided, however, that in respect post-Closing portion of the Non-Fundamental Representations only, the Buyer shall not be required to indemnify and hold harmless pursuant to clause Straddle Period; (iie) of this Section 9.2 Any Damages with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only the Companies' employees to the extent that, arising in connection with events that occur on or after the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause Closing Date; (iif) of this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties The failure of the Buyer to perform or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded comply in determining the amount of Losses and Expenses arising therefromall material respects with Section 5.13(g).

Indemnification by the Buyer. From (a) Subject to the terms and conditions of this Article X, and without limiting any representations and warranties of the Seller herein, from and after the Closing and subject to Section 11.1Closing, the Buyer agrees to reimburse, indemnify and hold harmless each the Seller, and their directors, officers, employees, agents, representatives and their present and future Affiliates (each, a “Seller Indemnified Party”) from, against and in respect of the Seller Parties from and against any and all Losses and Expenses imposed uponincurred by any Seller Indemnified Party resulting from, or incurred that exist or suffered byarise due to, any of the following (collectively, “Seller Group Member as a result of or arising out of or relating to or caused by:Claims,” and together with Buyer Claims, “Claims”): (i) prior to their expiration in accordance with Section 10.1, any inaccuracy of any representation or the breach of any warranty when made or deemed made by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this AgreementAgreement or in any Ancillary Document; (ii) any the breach of or inaccuracy default in performance of any representation covenant or warranty of the Buyer contained or in this Agreement or any certificate delivered by or on behalf agreement of the Buyer pursuant hereto; orto this Agreement; (iii) the Assumed Liabilities. provided, however, that in respect ; and (iv) any use of the Non-Fundamental Representations onlyExcluded Names pursuant to Section 7.7(b). (b) Notwithstanding any other provision of this Agreement, including Section 10.3(a), the obligations of the Buyer shall not be required to indemnify and hold harmless pursuant to clause Section 10.3(a)(i) shall: (iii) of this Section 9.2 with respect not apply to Losses and Expenses imposed upon, or incurred or suffered by, any Seller Group Members Claims until, and then only to the extent that, the aggregate amount of Losses incurred by all such Losses and Expenses Seller Indemnified Parties exceed the DeductibleBasket; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2be limited to, other than in respect of the Non-Fundamental Representations, and shall not exceed exceed, the Cap. Any qualification of ; and (iii) shall not apply to any individual Seller Claim with respect to which the representations and warranties of Losses incurred by the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, Seller Indemnified Party (excluding any attorneys’ fees relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromsuch Losses) are less than $25,000.

Indemnification by the Buyer. From Subject to the terms and after conditions set forth in this Article XI, following the Closing and subject to Section 11.1, the Buyer agrees to indemnify shall indemnify, defend and hold harmless each of the Company, its Subsidiaries and their respective officers, directors and employees (collectively, the “Seller Indemnified Persons”) from and against, and shall reimburse the Seller Parties from and against any and Indemnified Persons for, all Losses and Expenses imposed uponDamages actually sustained, or incurred or suffered by, by any Seller Group Member as a result of or Indemnified Persons to the extent resulting from, arising out of of, or relating to or caused byto: (ia) any breach by the Buyer ofmisrepresentation, or any other failure of the Buyer to performbreach, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of any representation or warranty of the Buyer contained in Article V as of the date hereof and/or as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except for representations and warranties made as a specific date, the accuracy of which shall be determined as of that specified date); (b) any breach or in this Agreement non-performance of any covenant or any certificate delivered by or on behalf obligation of the Buyer pursuant hereto; orset forth in this Agreement; (iiic) any Assumed Liability, the Assumed Liabilities. providedownership and use of the Transferred Assets or the operation of the Business, howeverin each case, that other than to the extent the Buyer Indemnified Persons would be entitled to indemnification pursuant to Section 11.1(a) or Section 11.1(e); (d) any claims for severance, separation, termination or notice period pay or similar payments or obligations by or in respect of the Non-Fundamental Representations onlyCanadian Employees, the Buyer shall not be required to indemnify U.S. Employees and hold harmless pursuant to clause the Other Country Business Employees (iiwhether statutory, contractual or other) of this Section 9.2 (i) relating or with respect to Losses and Expenses imposed upon, the obligations or incurred or suffered by, Seller Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties Liabilities of the Buyer or its Affiliates set forth in Article VI or (ii) that otherwise arise by reference to materiality or Material Adverse Effect, where applicable, relating to operation of applicable Law; and (e) all Post-Closing Taxes (it being understood that this clause (e) is the matters stated therein, or words sole clause of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromthis Section 11.2 addressing Taxes).

Indemnification by the Buyer. From Subject to the applicable limitations in this ARTICLE VIII, from and after the Closing and subject to Section 11.1Closing, the Buyer agrees to shall indemnify and hold harmless Seller (a “Seller Indemnitee” and collectively with the Buyer Indemnitees, the “Indemnitees” and each of the Seller Parties from and an “Indemnitee”) against any and all Losses and Expenses imposed uponthat Seller suffers, sustains or incurred or suffered by, any Seller Group Member as a result of or incurs to the extent arising out of or relating to or caused byas a result of: (ia) any inaccuracy or breach as of the date of this Agreement (or, in the case of a representation or warranty made as of a particular date, as of such date) of a representation or warranty made by the Buyer of, or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of any representation or warranty of the Buyer contained ARTICLE V or in this Agreement any Schedule or any certificate Exhibit required to be delivered by or on behalf of the Buyer pursuant hereto; or to the terms hereof (iii) it being agreed and acknowledged by the Assumed Liabilities. provided, however, parties that in respect for purposes of the Non-Fundamental Representations onlyright to indemnification pursuant to this Section 8.2(a), the such representations and warranties of Buyer shall not be required deemed qualified by any references herein or therein to indemnify and hold harmless pursuant to clause (ii) materiality for purposes of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to determining the extent that, the aggregate amount of all Loss attributable to a breach thereof; provided, that such Losses materiality qualifications and Expenses exceed the Deductiblereferences shall be given their full effect for purposes of determining whether a breach or inaccuracy has occurred; and, provided, further, that all references to materiality shall be given their full effect to the aggregate amount extent a representation or warranty requires disclosure of Losses and Expenses that a list of items of a material nature or above a specified threshold or where such representation or warranty would otherwise be rendered meaningless by disregarding materiality references); and (b) any breach of any covenant or agreement made by the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of in this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromAgreement.

Indemnification by the Buyer. From and after Subject to the Closing and subject to Section 11.1provisions of this Article 9, the Buyer agrees to indemnify will indemnify, defend, reimburse and hold harmless each the Seller Parties (excluding, for purposes of clarity, the Company), and the Representatives of the Seller Parties from (each, a “Seller Indemnified Person”), from, against and against in respect of any and all Losses and Expenses imposed uponwhich the Seller Indemnified Person may suffer, incur, sustain or incurred or suffered by, any Seller Group Member become subject to as a result of or of, arising out of or directly or indirectly relating to or caused by: to: (ia) any breach by the Buyer of, or any other failure of the Buyer to performinaccuracy in, any of its covenants, agreements or obligations in this Agreement; (ii) any breach of or inaccuracy of any representation or warranty made by the Buyer in this Agreement; (b) any breach or violation of any covenant or agreement of the Buyer contained or in this Agreement Agreement; and/or (c) any Assumed Liability; and (d) any and all Debts and Liabilities related to Purchased Assets and/or the operation or conduct of the Business by the Buyer, or any certificate delivered affiliate or assignee of Buyer, after the Closing. The Buyer will not have any obligation to indemnify, defend, reimburse and hold harmless the Seller Indemnified Persons pursuant to Section 9.3(a) in respect of any Loss unless the aggregate amount of all Losses incurred or suffered by or on behalf the Seller Indemnified Persons pursuant to Section 9.3(a) exceeds $100,000, at which point the full amount of all such Losses shall be recoverable, starting from the Buyer pursuant heretofirst dollar of such Losses; or (iii) the Assumed Liabilities. provided, however, that in respect of the Non-Fundamental Representations only, the Buyer shall foregoing limitations will not be required apply to indemnify and hold harmless (a) claims for indemnification pursuant to clause (ii) of this Section 9.2 with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, the aggregate amount of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties set forth in Sections 5.1 through 5.4, (b) claims based upon fraud, willful misconduct or intentional misrepresentation, or (c) claims related to the operation of the Buyer Business or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to use of the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromPurchased Assets after Closing.

Indemnification by the Buyer. From The Buyer hereby agrees to indemnify, defend and after hold each Seller and the Company (prior to the Closing Date) harmless from, against and subject with respect to Section 11.1, the Buyer agrees to indemnify and hold harmless each of the Seller Parties from and against any and all Indemnifiable Losses and Expenses imposed uponarising out of, or incurred or suffered byrelated to, any Seller Group Member as a result of or arising out of or relating to or caused by: (i) any material breach by the Buyer ofof any of the representations or warranties made by the Buyer in this Agreement or any Acquisition Document, or any other the failure on the part of the Buyer to performfully, faithfully and timely perform all covenants or agreements to be performed by it under this Agreement or any Acquisition Document or arising from the conduct of its covenantsthe business or operations of the Company so occurring on or after the Closing. Notwithstanding the foregoing, agreements or obligations in to the extent indemnification is sought under this Agreement; (ii) Section 9.3 with respect to any breach of or inaccuracy of any representation or warranty by Buyer, (i) no claim shall be made under this Section 9.3 and Buyer shall not be liable for indemnification unless and until the aggregate amount of Indemnifiable Losses arising with respect to all such breaches exceeds one percent (1%) of the Purchase Price and (ii) in no event (except for actual fraud) shall Buyer contained or in this Agreement or be liable with respect to Indemnifiable Losses resulting form any certificate delivered by or on behalf such breaches for more than ten percent (10%) of the Buyer pursuant heretoPurchase Price; or (iii) the Assumed Liabilities. provided, however, that in respect of the Non-Fundamental Representations only, the Buyer foregoing limitation shall not be required apply to indemnify and hold harmless pursuant to clause (ii) of this Section 9.2 any claim made with respect to Losses and Expenses imposed upon, or incurred or suffered by, Seller Group Members until, and then only to the extent that, the aggregate amount breach of all such Losses and Expenses exceed the Deductible; and, provided, further, that the aggregate amount of Losses and Expenses that the Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) of this any representation in Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of the Buyer or its Affiliates by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefrom4.5.

Indemnification by the Buyer. From (a) Subject to the terms and conditions of this Article IX, from and after the Closing and subject to Section 11.1Closing, the Buyer agrees to indemnify and hold harmless each of the Seller Parties from and their respective directors, officers, representatives, employees and Subsidiaries (collectively, the “Seller Indemnified Parties”) from, against and in respect of any and all Losses and Expenses imposed uponincurred by any Seller Indemnified Party resulting from, or incurred that exist or suffered byarise due to, any of the following (collectively, “Seller Group Member as a result of or arising out of or relating to or caused by:Claims,” and together with Buyer Claims, “Claims”): (i) prior to its expiration in accordance with Section 9.1, the breach of any breach representation or warranty made by the Buyer of, in this Agreement or any other failure of the Buyer to perform, any of its covenants, agreements or obligations in this AgreementAncillary Document; (ii) any prior to its expiration in accordance with Section 9.1, the breach of or inaccuracy by the Buyer of any representation covenant or warranty of the Buyer contained or in agreement under this Agreement or any certificate delivered by or on behalf of the Buyer pursuant hereto; orAncillary Document; (iii) the Assumed Liabilities. provided, however, that in respect ; and (iv) the conduct and operation of the Non-Fundamental Representations onlyBusiness or the use or ownership of the Purchased Assets from and after the Closing (subject to Section 2.3(b)). (b) Notwithstanding anything contained herein to the contrary, the obligations of the Buyer shall not be required to indemnify and hold harmless pursuant to clause Section 9.3(a)(i) shall: (iii) of this Section 9.2 with respect not apply to Losses and Expenses imposed upon, or incurred or suffered by, any Seller Group Members Claims until, and then only to the extent that, the aggregate amount of Losses incurred by all such Losses Seller Indemnified Parties exceeds $100,000; and Expenses exceed the Deductible; and(ii) be limited to, providedand shall not exceed, further, that the aggregate amount of Losses and Expenses that $1,000,000. Notwithstanding the foregoing, the limitations set forth in this Section 9.3(b) shall not apply to Seller Claims resulting from (1) the breach of any Special Representation or Warranty of the Buyer shall be required to indemnify and hold harmless pursuant to clause or (ii2) of this Section 9.2, other than in respect of the Non-Fundamental Representations, shall not exceed the Cap. Any qualification of the representations and warranties of actual fraud by the Buyer or its Affiliates in connection with the transactions contemplated by reference to materiality or Material Adverse Effect, where applicable, relating to the matters stated therein, or words of similar effect, shall be disregarded in determining the amount of Losses and Expenses arising therefromthis Agreement.