Common use of Indemnification by the Indemnifying Parties Clause in Contracts

Indemnification by the Indemnifying Parties. (a) Subject to the other terms and conditions of this Article 10, from and after the Closing, each of the Indemnifying Parties shall, severally and not jointly (pro rata in accordance with such Indemnifying Party’s Pro Rata Portion), indemnify and hold harmless Parent, the Surviving Corporation, their respective affiliates and the Representatives of Parent, the Surviving Corporation and their respective affiliates (the “Indemnified Parties”), against all Losses, incurred or sustained by the Indemnified Parties, or any of them (including the Company and the Surviving Corporation) in connection with or as a result of the following (the “Indemnifiable Matters”): (i) any breach or inaccuracy of a representation or warranty by the Company contained in Article 4 hereof; (ii) any failure by the Company to perform or comply with any covenant or agreement applicable to the Company contained in this Agreement and required to be performed or complied with at or prior to the Closing; (iii) any failure by the Stockholders’ Representative to perform or comply with any covenant or agreement applicable to the Stockholders’ Representative; (iv) the Taxes for which the Indemnifying Parties are responsible for pursuant to the terms and conditions of Article 7; (v) the UAR Amounts; and (vi) any Claim, including any Legal Proceeding, by (A) a holder of Company Capital Stock alleging fault with respect to the allocation or calculation of Merger Consideration, including the allocation of the Stock Consideration between or among the holders of Company Capital Stock, (B) by any participant in the MIA, any holder of Stock Appreciation Rights or any Inovis Person alleging fault with respect to any payment made or required to be made to such Person in connection with the transactions contemplated by this Agreement, (C) any Person that contributed or may be required to contribute funds to the Escrow Fund alleging fault with being required to contribute, or the amounts required to be contributed, to, or distribution of, the Escrow Fund or (D) any Common Stockholder, Preferred Stockholder, any MIA Participant, holder of Stock Appreciation Rights or any Inovis Person arising out of a breach of Section 6.15 hereof. (b) For the purpose of this Article 10 only, in determining whether a breach or inaccuracy of a representation or warranty (other than the Unscraped Representations) has occurred and when determining the amount of Losses suffered as a result of a breach or inaccuracy of a representation or warranty, any representation or warranty given or made by the Company that is qualified or limited in scope as to materiality or Material Adverse Effect (excluding the representation and warranty in Section 4.10(a)(ii)) shall be deemed to have been made or given without such qualification or limitation; provided, however, that in determining whether a breach or inaccuracy of the representations and warranties set forth in Section 4.12(a) has occurred, such representations and warranties shall be deemed to have been given or made with the phrase “expected to be material to the Acquired Companies taken as a whole” replacing the phrase “expected to have, individually or in the aggregate, a Company Material Adverse Effect.” For the avoidance of doubt, the immediately preceding sentence shall not apply to the terms “Material Subsidiary” or “Material Contract” or the definitions thereof. “Unscraped Representations” means the representations and warranties set forth in (A) Section 4.6; (B) Section 4.7 (other than Section 4.7(g)); (C) Section 4.8; (D) Section 4.9; (E) Section 4.10(a)(ii); (F) Section 4.12(a); (G) Section 4.13(a)(i); (H) Section 4.13(a)(vii); (I) Section 4.13(a)(viii); (J) Section 4.13(a)(xii); (K) Section 4.13(a)(xiii); (L) Section 4.17(a) (other than clause (ii)); and (M) the first sentence of Section 4.23.

Indemnification by the Indemnifying Parties. (a) Subject to After the other terms and conditions of this Article 10, from and after the ClosingEffective Time, each of the Indemnifying Parties shall, Party agrees to severally and not jointly (pro rata in accordance with such Indemnifying Party’s Pro Rata Portion)jointly, indemnify and hold harmless ParentParent and its affiliates (including, after the Effective Time, the Surviving Corporation), their respective affiliates officers, directors, employees, agents, successors and the Representatives of Parentassigns (collectively, the Surviving Corporation and their respective affiliates (the “Indemnified Parties”) for of any and all liabilities, losses, damages of any kind, diminution in value, claims, costs, expenses, fines, fees, deficiencies, interest, awards, judgments, amounts paid in settlement and penalties (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and expenses and other reasonable costs of defending, investigating or settling claims) suffered, incurred, accrued (in accordance with U.S. GAAP as in effect at the Effective Time) or paid by them (including, without limitation, in connection with any action brought or otherwise initiated by any of them) (collectively, “Losses”) arising out of or resulting from: (i) any inaccuracy or breach of any representation or warranty made by the Company or any Company Stockholder in any of the Acquisition Documents; (ii) the breach of any covenant or agreement made by the Company in any of the Acquisition Documents; (iii) any inaccuracy in the information in the Closing Certificate; (iv) in the event that any Company Stockholder properly exercises appraisal rights under applicable Law, the amount, if any, by which the fair market value (determined in accordance with applicable Law) of the Dissenting Shares exceeds the amount such Company Stockholder was otherwise entitled to receive pursuant to Section 2.01 of this Agreement; and (v) any cost, loss or other expense (including the value of any Tax deduction lost) as a result of the application of Section 280G of the Code to any of the transactions contemplated by this Agreement plus any gross up amount; (vi) any liability for Taxes of or owed by the Company in respect of any Tax period ending on or before the Closing Date and the portion through the Closing Date of any Tax period that includes but does not end on the Closing Date (“Pre-Closing Tax Period”) to the extent that such Taxes are in excess of the amount, if any, reserved for such Taxes on the Reference Balance Sheet, as such reserve is adjusted for the passage of time through the Closing Date in accordance with past custom and practice of Company (“Tax Claims”); provided, that for purposes of applying this subparagraph (vi) in the case of any Tax period that includes but ends after the Closing Date (each, a “Straddle Period”), Taxes based on or measured by income, receipts or payroll shall be allocated to the Pre-Closing Tax Period based on an interim closing of the books as of the close of business on the Closing Date and other Taxes shall be allocated to the Pre-Closing Tax Period based on a daily proration of such Taxes or on such other method as may be agreed upon by Parent and the Stockholders’ Representative; and (vii) any indemnification obligations or expense reimbursement owing by Parent or any of its Subsidiaries to any past or present officers or directors of Company (whether under the applicable Law, its Restated Certificate of Incorporation, any current indemnification agreement, this Agreement or otherwise) with respect to claims made against all such past or present officers or directors with respect to any act or omission by such officers or directors, in their capacity as such, prior to the Closing, or (B) any liability resulting from any act omission occurring prior to the Closing constituting a breach or alleged breach of a fiduciary duty by past or present officers and directors of the Company, in their capacities as such, prior to Closing. (b) As used herein, “Losses” are not limited to matters asserted by third parties, but include Losses incurred or sustained by the Indemnified PartiesParties in the absence of claims by third parties. All indemnification payments under this Article IX will be deemed adjustments to the Merger Consideration for all tax, or any financial reporting and other purposes. (c) By virtue of them (including their adoption of this Agreement and their approval of the Company transactions contemplated hereby, the Indemnifying Parties acknowledge and agree that, if the Surviving Corporation) in connection with Corporation suffers, incurs or otherwise becomes subject to any Losses as a result of the following (the “Indemnifiable Matters”): (i) any breach or inaccuracy of a representation or warranty by the Company contained in Article 4 hereof; (ii) any failure by the Company to perform or comply with any covenant or agreement applicable to the Company contained in this Agreement and required to be performed or complied with at or prior to the Closing; (iii) any failure by the Stockholders’ Representative to perform or comply with any covenant or agreement applicable to the Stockholders’ Representative; (iv) the Taxes for which the Indemnifying Parties are responsible for pursuant to the terms and conditions of Article 7; (v) the UAR Amounts; and (vi) any Claim, including any Legal Proceeding, by (A) a holder of Company Capital Stock alleging fault with respect to the allocation or calculation of Merger Consideration, including the allocation of the Stock Consideration between or among the holders of Company Capital Stock, (B) by any participant in the MIA, any holder of Stock Appreciation Rights or any Inovis Person alleging fault with respect to any payment made or required to be made to such Person in connection with the transactions contemplated by this Agreement, (C) any Person that contributed inaccuracy in or may be required to contribute funds to the Escrow Fund alleging fault with being required to contribute, or the amounts required to be contributed, to, or distribution of, the Escrow Fund or (D) any Common Stockholder, Preferred Stockholder, any MIA Participant, holder of Stock Appreciation Rights or any Inovis Person arising out of a breach of Section 6.15 hereof. any representation, warranty, covenant or obligation, then (bwithout limiting any of the rights of the Surviving Corporation as an Indemnitee) For Parent shall also be deemed, by virtue of its ownership of the purpose stock of this Article 10 onlythe Surviving Corporation, in determining whether a breach or inaccuracy of a representation or warranty (other than the Unscraped Representations) has occurred and when determining the amount of to have incurred Losses suffered as a result of a breach and in connection with such inaccuracy or inaccuracy breach. (d) No Indemnifying Party shall have any right of a representation contribution, right of indemnity or warrantyother right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other liability to which such Indemnifying Party may become subject under or in connection this Agreement. (e) Notwithstanding anything herein to the contrary, the Company’s representations and warranties contained in Article III of this Agreement shall, for purposes of the Indemnifying Parties’ indemnification obligations, be deemed to be made as of the date of this Agreement and as of the Effective Time (except for any such representation or warranty given or made by the Company that is qualified or limited in scope as expressly speaks of an earlier date) without regard to materiality or Material Adverse Effect (excluding the representation and warranty in Section 4.10(a)(ii)) shall be deemed to have been made or given without such qualification or limitation; provided, however, that in determining whether a breach or inaccuracy of the representations and warranties any exceptions set forth in the certificates delivered in connection with Section 4.12(a7.02(a) has occurredor any notices or amendments of, such representations and warranties shall be deemed to have been given or made with the phrase “expected to be material to the Acquired Companies taken as a whole” replacing the phrase “expected to have, individually or in the aggregate, a Company Material Adverse Effect.” For the avoidance of doubtsupplements to, the immediately preceding sentence shall not apply Company Disclosure Schedule delivered pursuant to the terms “Material Subsidiary” or “Material Contract” or the definitions thereof. “Unscraped Representations” means the representations and warranties set forth in (A) Section 4.6; (B) Section 4.7 (other than Section 4.7(g)); (C) Section 4.8; (D) Section 4.9; (E) Section 4.10(a)(ii); (F) Section 4.12(a); (G) Section 4.13(a)(i); (H) Section 4.13(a)(vii); (I) Section 4.13(a)(viii); (J) Section 4.13(a)(xii); (K) Section 4.13(a)(xiii); (L) Section 4.17(a) (other than clause (ii)); and (M) the first sentence of Section 4.235.03.

Indemnification by the Indemnifying Parties. (a) Subject to the other terms and conditions provisions of this Article 10, from each Indemnifying Party, jointly and after severally, up to the Closingamount remaining in the Escrow Account, and each of the Indemnifying Parties shall, Party severally and not jointly (pro rata jointly, thereafter in accordance with such Indemnifying Party’s Pro Rata Portion)their respective Applicable Indemnification Percentages, indemnify hereby agrees to indemnify, defend and hold harmless Parentharmless, the Surviving Corporation, their respective affiliates and the Representatives agrees to pay on behalf of Parent, the Surviving Corporation and their respective affiliates (the “Indemnified Parties”), against all Losses, incurred or sustained by reimburse the Indemnified PartiesParties from and against any and all Damages which an Indemnified Party suffers, sustains or incurs after the Closing based upon or resulting from (and regardless of whether or not such Damages relate to any of them (including the Company and the Surviving Corporation) in connection with or as a result of the following (the “Indemnifiable Matters”third party claims): (i) any breach of any of the representations or inaccuracy warranties made by any of a representation the Companies in this Agreement or warranty in any certificate delivered by any of the Companies pursuant to the terms of this Agreement, including the Company Closing Certificate (excluding any Company Fundamental Representations and the representations and warranties contained in Article 4 hereofSection 5.21 (Tax Matters), which are addressed in clause (ii) below); (ii) any failure by breach of any Company Fundamental Representations or any of the Company to perform representations or comply with any covenant or agreement applicable to the Company warranties contained in this Agreement and required to be performed or complied with at or prior to the ClosingSection 5.21 (Tax Matters); (iii) any breach of or failure by to perform, on or prior to the Stockholders’ Representative to perform or comply with Closing, any covenant or agreement applicable to the Stockholders’ Representativemade by any Company in this Agreement; (iv) any breach of any of the Taxes for representations or warranties made by such Seller in this Agreement (excluding any Seller Fundamental Representations, which the Indemnifying Parties are responsible for pursuant to the terms and conditions of Article 7addressed in clause (v) below); (v) the UAR Amounts; andany breach by such Seller of a Seller Fundamental Representation; (vi) any Claim, including breach of or failure to perform any Legal Proceeding, covenant or agreement made by such Seller in this Agreement; (Avii) a holder any Transaction Expenses or Indebtedness of any Company Capital Stock alleging fault with respect to the allocation or extent not fully discharged at the Closing and that have not been applied to reduce the calculation of Merger Consideration, including the allocation Closing Payment Amount; (viii) any Indemnified Taxes; and (ix) the matter set forth on Schedule 5.10 of the Stock Consideration between or among the holders of Company Capital Stock, (B) by any participant in the MIA, any holder of Stock Appreciation Rights or any Inovis Person alleging fault with respect to any payment made or required to be made to such Person in connection with the transactions contemplated by this Agreement, (C) any Person that contributed or may be required to contribute funds to the Escrow Fund alleging fault with being required to contribute, or the amounts required to be contributed, to, or distribution of, the Escrow Fund or (D) any Common Stockholder, Preferred Stockholder, any MIA Participant, holder of Stock Appreciation Rights or any Inovis Person arising out of a breach of Section 6.15 hereofCompanies’ Disclosure Schedule. (b) For purposes of Sections 10.02(a)(i), (ii), (iv) and (v), the purpose determination of this Article 10 only, in determining whether a breach or inaccuracy of a representation or warranty (other than the Unscraped Representations) has occurred and when determining the aggregate amount of Losses suffered as a result of a breach or inaccuracy of a representation or warranty, any representation or warranty given or made by the Company that is qualified or limited in scope as to materiality or Material Adverse Effect (excluding the representation and warranty in Section 4.10(a)(ii)) shall be deemed Damages alleged to have been made or given without such qualification or limitation; providedincurred (but not, however, that in determining whether a breach or inaccuracy of the representations and warranties set forth in Section 4.12(a) has occurred, such representations and warranties shall be deemed to have been given or made with the phrase “expected to be material to the Acquired Companies taken as a whole” replacing the phrase “expected to have, individually or in the aggregate, a Company Material Adverse Effect.” For for the avoidance of doubt, the immediately preceding sentence determination of whether the alleged breach giving rise to such alleged Damages has, in fact, occurred) shall be determined without regard to any qualification based on materiality, Material Adverse Effect or similar qualifier contained in such representation or warranty. Additionally, a Party’s entitlement to indemnification pursuant to this Agreement will not apply to be affected by any examination made for or on behalf of any of the terms “Material Subsidiary” or “Material Contract” Parties or the definitions thereofknowledge of any of their respective officers, directors, Affiliates, employees, agents or representatives. “Unscraped Representations” means the representations Buyer shall take and warranties set forth in (A) Section 4.6; (B) Section 4.7 (other than Section 4.7(g)); (C) Section 4.8; (D) Section 4.9; (E) Section 4.10(a)(ii); (F) Section 4.12(a); (G) Section 4.13(a)(i); (H) Section 4.13(a)(vii); (I) Section 4.13(a)(viii); (J) Section 4.13(a)(xii); (K) Section 4.13(a)(xiii); (L) Section 4.17(a) (other than clause (ii)); and (M) the first sentence shall cause each Company to take all reasonable steps to mitigate any Damage as required by applicable Law upon becoming aware of Section 4.23any event which would reasonably be expected to, or does, give rise thereto.

Indemnification by the Indemnifying Parties. (a) Subject to the other terms and conditions of limitations set forth in this Article 10Section 9, from and after the Closing, each of the Indemnifying Parties shall, shall jointly but not severally and not jointly (pro rata in accordance with such Indemnifying Party’s Pro Rata Portion), indemnify and hold harmless Parent, the Surviving Corporation, their respective affiliates Acquiror and the Representatives of Parent, the Surviving Corporation and their respective affiliates officers, directors, agents, Affiliates, attorneys, representatives and employees (individually an “Acquiror Indemnified Person” and collectively the “Acquiror Indemnified PartiesPersons”) from and against any and all losses, costs, damages, liabilities, investigation costs, Taxes and expenses, including, without limitation, costs and expenses arising from claims, demands, actions, causes of action and settlements, including fees and expenses of lawyers, experts and other professionals, but excluding punitive, special, incidental or consequential damages (except in each case to the extent such damages are awarded to a third party in a third party claim) (collectively, “Damages”), against all Losses, incurred resulting from or sustained by the Indemnified Parties, or any of them (including the Company and the Surviving Corporation) in connection with or as a result of the following (the “Indemnifiable Matters”):arising out of: (i) any misrepresentation or breach any of the representations and warranties given or inaccuracy of a representation made by Target in this Agreement, the Target Disclosure Schedule or warranty any exhibit or schedule to this Agreement or in any certificate or document furnished pursuant hereto by the Company contained in Article 4 hereofTarget to Acquiror; (ii) any failure by the Company to perform or comply with breach of any covenant or agreement applicable to the Company contained made by Target in this Agreement and required to be performed or complied with at in any certificate, instrument or prior to the Closingagreement delivered in connection herewith; (iii) any failure by appraisal amount issued to any Dissenting Stockholder under the StockholdersDelaware Law or other Applicable Law in excess of the portion of the Merger Consideration such Dissenting Stockholder would otherwise been entitled pursuant to Section 2.6 if such Dissenting Stockholder had not exercised dissenter or appraisal rights, as well as attorneys’ Representative to perform or comply fees and expenses incurred in connection with any covenant or agreement applicable to the Stockholders’ Representativeclaim for any such appraisal amount; (iv) any claim by a Stockholder or former Stockholder of Target that such Stockholder was entitled, under the Taxes for which Restated Certificate, Applicable Law or a Contract, to a greater allocation of the Indemnifying Parties are responsible for Merger Consideration, or a greater amount of other consideration, than such Stockholder received pursuant to the terms and conditions of Article 7this Agreement; (v) any inaccuracies in the UAR Amounts; andPayment Schedule; (vi) any Claim, including Target Transaction Expenses not reflected in the Representative Confirmation Letters; (vii) any Legal Proceeding, Indebtedness for borrowed money of Target not paid by Target by the Closing; (Aviii) any claim by a holder Stockholder or former Stockholder of Company Capital Stock alleging fault with respect Target or by a third party that in any way relates to or arises from the Spin-Off Transaction; (ix) any third party claim relating to the allocation or calculation of Merger Consideration, including the allocation Excluded Business; or (x) any WARN Pro Rata Liability of the Stock Consideration between or among the holders of Company Capital Stock, (B) by any participant in the MIA, any holder of Stock Appreciation Rights or any Inovis Person alleging fault with respect Indemnifying Parties pursuant to any payment made or required to be made to such Person in connection with the transactions contemplated by this Agreement, (C) any Person that contributed or may be required to contribute funds to the Escrow Fund alleging fault with being required to contribute, or the amounts required to be contributed, to, or distribution of, the Escrow Fund or (D) any Common Stockholder, Preferred Stockholder, any MIA Participant, holder of Stock Appreciation Rights or any Inovis Person arising out of a breach of Section 6.15 hereof6.9(l). (bxi) For any Rental Amount pursuant to Section 6.20; (xii) any IP matter set forth on Schedule 9.2(a)(xii);or (xiii) any commercial matter set forth on Schedule 9.2(a)(xiii). Notwithstanding anything in this Agreement to the purpose contrary, for the sake of this Article 10 onlyclarity, the Acquiror Indemnified Persons’ right to indemnification under clauses (ii) to (xiii) above shall not be affected by any disclosure made in determining whether a breach the Target Disclosure Schedule or inaccuracy of a representation or warranty (other than the Unscraped Representations) has occurred and when determining the amount of Losses suffered as a result of a breach or inaccuracy of a representation or warranty, any representation or warranty given or disclosure made by the Company that is qualified or limited in scope as to materiality or Material Adverse Effect (excluding the representation and warranty in Section 4.10(a)(ii)) shall be deemed to have been made or given without such qualification or limitation; provided, however, that in determining whether a breach or inaccuracy of the representations and warranties set forth in Section 4.12(a) has occurred, such representations and warranties shall be deemed to have been given or made with the phrase “expected to be material to the Acquired Companies taken as a whole” replacing the phrase “expected to have, individually or in the aggregate, a Company Material Adverse EffectTarget.” For the avoidance of doubt, the immediately preceding sentence shall not apply to the terms “Material Subsidiary” or “Material Contract” or the definitions thereof. “Unscraped Representations” means the representations and warranties set forth in (A) Section 4.6; (B) Section 4.7 (other than Section 4.7(g)); (C) Section 4.8; (D) Section 4.9; (E) Section 4.10(a)(ii); (F) Section 4.12(a); (G) Section 4.13(a)(i); (H) Section 4.13(a)(vii); (I) Section 4.13(a)(viii); (J) Section 4.13(a)(xii); (K) Section 4.13(a)(xiii); (L) Section 4.17(a) (other than clause (ii)); and (M) the first sentence of Section 4.23.

Indemnification by the Indemnifying Parties. (a) Subject to the other terms and conditions of limitations in this Article 107, the Company Stockholders, Vested Company Option Holders and Participating Instrument Holders (each such Person an “Indemnifying Party” and collectively, the “Indemnifying Parties”) shall, severally and not jointly, on a pro rata basis based on each Indemnifying Party’s Pro Rata Share, from and after the Closing, each Closing until the expiration of the Indemnifying Parties shallapplicable Survival Period, severally and not jointly indemnify, defend (pro rata in accordance with such Indemnifying Party’s Pro Rata Portion), indemnify subject to the provisions of this Agreement) and hold harmless Parent, the Surviving CorporationMerger Sub, their respective affiliates and the Representatives of Parent, the Surviving Corporation and their respective affiliates and their respective stockholders, directors, officers, employees, agents, consultants, representatives, affiliates, successors, transferees and assigns (individually a “Parent Indemnified Party,” and collectively, the “Parent Indemnified Parties”), against promptly upon demand, at any time and from time to time, from, against, and in respect of any and all Losseslosses, damages, judgments, liabilities, assessments, interest, penalties, and expenses (including, without limitation, settlement costs with respect to claims that are indemnifiable under this Agreement (subject to the provisions of this Agreement) and any reasonable outside legal, accounting and other expenses for investigating or defending any actions or threatened actions or for enforcing such rights of indemnity and defense, but excluding punitive damages (except for those punitive damages awarded to any third party)) incurred or sustained suffered (“Losses”) by the any Parent Indemnified PartiesParty, whether as a Direct Claim or any Third-Party Claim (each as defined below), arising out of them (including the Company and the Surviving Corporation) in connection with or as a result of each and all of the following (the “Indemnifiable Matters”):following: (ia) any misrepresentation or breach or inaccuracy of a any representation or warranty made by the Company contained in Article 4 hereofthis Agreement; (iib) the breach of any failure covenant made by the Company to perform or comply with any covenant or agreement applicable to the Company contained in this Agreement and required to be performed or complied with at or prior to the ClosingAgreement; (iiic) any failure misrepresentation or breach of any representation or warranty made by such Company Stockholder in the Stockholders’ Representative to perform or comply with any covenant or agreement applicable to the Stockholders’ RepresentativeJoinder; (ivd) any misrepresentation or breach of any representation or warranty made by such Vested Company Option Holder in the Taxes for which Option Termination Agreement (e) any misrepresentation or breach of any representation or warranty made by such Participating Interest Holder in the Indemnifying Parties are responsible for pursuant to the terms and conditions of Article 7Convertible Instrument Termination Agreement; (vf) any misrepresentation or breach of any representation or warranty made by the UAR AmountsCompany Interest Representative to Parent pursuant to this Agreement; and (vig) any Claim, including any Legal Proceeding, by (A) a holder of Company Capital Stock alleging fault with respect to the allocation or calculation of Merger Consideration, including the allocation of the Stock Consideration between or among the holders of Company Capital Stock, (B) by any participant in the MIA, any holder of Stock Appreciation Rights or any Inovis Person alleging fault with respect to any payment made or required to be made to such Person in connection with the transactions contemplated by this Agreement, (C) any Person that contributed or may be required to contribute funds to the Escrow Fund alleging fault with being required to contribute, or the amounts required to be contributed, to, or distribution of, the Escrow Fund or (D) any Common Stockholder, Preferred Stockholder, any MIA Participant, holder of Stock Appreciation Rights or any Inovis Person arising out of a breach of Section 6.15 hereof. (b) For the purpose of this Article 10 only, in determining whether a breach or inaccuracy of a representation or warranty (other than the Unscraped Representations) has occurred and when determining the amount of Losses suffered as a result of a breach or inaccuracy of a representation or warranty, any representation or warranty given or made by the Company Closing Indebtedness that is qualified or limited in scope as to materiality or Material Adverse Effect (excluding the representation and warranty in Section 4.10(a)(ii)) shall be deemed to have been made or given without such qualification or limitation; provided, however, that in determining whether a breach or inaccuracy of the representations and warranties set forth in Section 4.12(a) has occurred, such representations and warranties shall be deemed to have been given or made with the phrase “expected to be material to the Acquired Companies taken as a whole” replacing the phrase “expected to have, individually or in the aggregate, a Company Material Adverse Effectnot paid at Closing.” For the avoidance of doubt, the immediately preceding sentence shall not apply to the terms “Material Subsidiary” or “Material Contract” or the definitions thereof. “Unscraped Representations” means the representations and warranties set forth in (A) Section 4.6; (B) Section 4.7 (other than Section 4.7(g)); (C) Section 4.8; (D) Section 4.9; (E) Section 4.10(a)(ii); (F) Section 4.12(a); (G) Section 4.13(a)(i); (H) Section 4.13(a)(vii); (I) Section 4.13(a)(viii); (J) Section 4.13(a)(xii); (K) Section 4.13(a)(xiii); (L) Section 4.17(a) (other than clause (ii)); and (M) the first sentence of Section 4.23.