Common use of Indemnification by the Selling Stockholders Clause in Contracts

Indemnification by the Selling Stockholders. (a) Subject to the provisions of this Section 9, the Selling Stockholders, jointly and severally, shall indemnify and hold harmless each of the Netivation Indemnitees from and against the amount of any Damages incurred by any of the Netivation Indemnitees directly or indirectly as a result of (i) any Breach of a representation or warranty of Pinnacle or any of the Selling Stockholders contained in Section 2 hereof or in any instrument delivered pursuant to this Agreement (each as modified by the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such date), (ii) any Breach of any covenant or obligation of Pinnacle or the Selling Stockholders contained herein, or (iii) any Breach of any representation or warranty made in the Selling Stockholders' Closing Certificate. (b) In no event shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims arising out of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor shall seek or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profits. (c) Each Selling Stockholder waives and acknowledges and agrees that such Selling Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any of the Transactions. (d) Claims for Damages made by the Netivation Indemnitees pursuant to the provisions of Sections 9.2(a) or 9.6 shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of this Section 9.2 shall not apply to claims for fraud on the part of Pinnacle or any Selling Stockholder.

Indemnification by the Selling Stockholders. If any Registrable Securities held by a Selling Stockholder are included in any registration statement filed pursuant to Section 1.1 hereof, the Stockholder and, if different, such Selling Stockholder, will indemnify and hold harmless (a) Subject in the same manner and to the provisions same extent as set forth in Section 1.5(a)) the Company, each director, officer, employee, agent and advisor of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act (other than such Persons who are Selling Stockholders), with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such Selling Stockholder specifically for use therein. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, employee, agent, advisor or controlling Person and shall survive the transfer of such securities by such Selling Stockholder. The indemnity provided by each Selling Stockholder under this Section 91.5(b) shall be only with respect to its own misstatements and omissions (and, in the Selling Stockholderscase of the Stockholder, shall be only with respect to misstatements and omissions by the Stockholder and/or its Affiliates) and not with respect to those of any other seller or prospective seller of securities, and not jointly and severally, and shall indemnify and hold harmless each of be limited in amount to the Netivation Indemnitees from and against the net amount of any Damages incurred proceeds received by any of the Netivation Indemnitees directly or indirectly as a result of (i) any Breach of a representation or warranty of Pinnacle or any of the Selling Stockholders contained in Section 2 hereof or in any instrument delivered pursuant to this Agreement (each as modified by the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such date), (ii) any Breach of any covenant or obligation of Pinnacle or the Selling Stockholders contained herein, or (iii) any Breach of any representation or warranty made in the Selling Stockholders' Closing Certificate. (b) In no event shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims arising out of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor shall seek or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profits. (c) Each Selling Stockholder waives and acknowledges and agrees that such Selling Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right from the sale of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any of the Transactions. (d) Claims for Damages made by the Netivation Indemnitees Registrable Securities pursuant to such registration statement. It is agreed that the provisions of Sections 9.2(a) or 9.6 shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of indemnity contained in this Section 9.2 1.5(b) shall not apply to claims for fraud on amounts paid in settlement of any loss, claim, damages, liability or action if such settlement is effected without the part consent of Pinnacle or any the indemnifying Selling StockholderStockholder (which consent shall not be unreasonably withheld).

Indemnification by the Selling Stockholders. From and after the Closing, the Selling Stockholders and, via the Indemnity Commitment Agreement, the Seller Principals (a) Subject to the provisions of this Section 9, the Selling Stockholders, together with the Seller Principals, the “Seller Indemnifying Parties”) will, severally and not jointly (with each Seller Principal being severally liable only with the Selling Stockholder to which it is the owner as of the Effective Date), indemnify the Purchaser, the Purchaser’s current and severallyfuture Affiliates, shall indemnify the respective Representatives of the foregoing Persons, and the respective successors and permitted assigns of the foregoing Persons, and, without duplication, the Company (each a “Purchaser Indemnified Party” and collectively the “Purchaser Indemnified Parties”), and hold them harmless each from any and all Damages arising (regardless of the Netivation Indemnitees from and against the amount of whether or not Damages relate to any Damages incurred by any of the Netivation Indemnitees directly or indirectly as a result Third Party claim) out of (i) any Breach of a breach of, or inaccuracy in, any representation or warranty made by the Selling Stockholders or any Seller Principal(s) pursuant to this Agreement or any Transactional Agreement; (ii) any breach of Pinnacle any covenant made or to be performed by the Selling Stockholders or any of the Selling Stockholders contained in Section 2 hereof or in any instrument delivered Seller Principal(s) pursuant to this Agreement or any Transactional Agreement; (each as modified by iii) any and all Taxes of the Schedule of Exceptions delivered by Pinnacle Company attributable to, with respect to, or otherwise relating to any Tax period ending on or before the Closing Date; and the Selling Stockholders on the date of this Agreement and not as modified by (iv) any revisions Proceeding relating to such Schedule of Exceptions after such dateany matters specified in (i), (ii) any Breach of any covenant or obligation of Pinnacle or the Selling Stockholders contained herein, or (iii) above (including any Breach Proceeding commenced by a Purchaser Indemnified Party for the purpose of enforcing any representation or warranty made in the Selling Stockholders' Closing Certificate. (b) In no event shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims arising out of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in any claim for indemnification its rights under this Section 9 or for any other matter relating to this Agreement or the Transactions9) (collectively, nor shall seek or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profits. (c) Each Selling Stockholder waives and acknowledges and agrees that such Selling Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert“Purchaser Indemnifiable Claims”), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any of the Transactions. (d) Claims for Damages made by the Netivation Indemnitees pursuant to the provisions of Sections 9.2(a) or 9.6 shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of indemnification obligations in this Section 9.2 shall not apply be subject to claims for fraud on the part of Pinnacle or any Selling Stockholderlimitations set forth in Section 9.5.

Indemnification by the Selling Stockholders. (a) Subject to the provisions of this Section 9, the Selling Stockholders, jointly and severally, Stockholders shall indemnify and hold harmless each of the Netivation Indemnitees from and against the amount of any Damages incurred by any of the Netivation Indemnitees directly or indirectly as a result of (i) any Breach of a representation or warranty of Pinnacle Raintree or any of the Selling Stockholders contained in Section 2 hereof or in any instrument delivered pursuant to this Agreement (each as modified by the Schedule of Exceptions delivered by Pinnacle Raintree and the Selling Stockholders on the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such date), (ii) any Breach of any covenant or obligation contained herein , (iii) any final determination of Pinnacle or Raintree's net tax liability for the Selling Stockholders contained herein, fiscal year immediately prior to the Closing or (iiiiv) any Breach of any representation or warranty made in the Selling Stockholders' Closing Certificate. (b) In no event shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims arising out of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the The Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactionsacknowledge and agree that, nor shall seek or accept payment of any award or judgment if and to the extent that there are any Damages as a result of any Breach of any representation or warranty, then Netivation itself shall be deemed, by virtue of its ownership of the capital stock of Raintree, to have incurred Damages as result of such award Breach or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profitsLiability. (c) Each Selling Stockholder waives and acknowledges and agrees that such Selling Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any of the Transactions. (d) Claims for Damages made by the Netivation Indemnitees pursuant to the provisions of Sections 9.2(a) or 9.6 shall be limited to an amount equal to (i) 404,000 shares multiplied the fair market value on the date such claim is fully and finally resolved of the Netivation Stock, which was received by the closing price per share of Netivation common stock Selling Stockholders on the Closing Date, Date and still held by the Selling Stockholders on the date such claim is fully and finally resolved; plus (ii) the amount realized from the sale of Netivation Stock, which was received on the Closing Date but sold by the Selling Stockholders prior to the full and final resolution of such claim; plus (iii) $300,000100,000. The provisions of this Section 9.2 shall not apply to claims for fraud willful misconduct, fraud, bad faith or recklessness on the part of Pinnacle Raintree or any Selling Stockholder.

Indemnification by the Selling Stockholders. (a) Subject Each Selling Stockholder agrees to the provisions of this Section 9, the Selling Stockholders, jointly and severally, shall indemnify and hold harmless each Underwriter Indemnified Party against any losses, claims, damages, liabilities or expenses (including, unless such Selling Stockholder elects to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in connection therewith), which may be based upon the Securities Act, the Exchange Act, or any other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or the Prospectus (or any such documents, as from time to time amended and supplemented) includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the Netivation Indemnitees from circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and against in conformity with, written information furnished to the amount of any Damages incurred Company by any of the Netivation Indemnitees Underwriter, directly or indirectly as a result of (i) any Breach of a representation or warranty of Pinnacle or any of through the Selling Stockholders contained in Section 2 hereof or in any instrument delivered pursuant to this Agreement (each as modified by the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such date)Representatives, (ii) any Breach of any covenant or obligation of Pinnacle or the Selling Stockholders contained herein, or (iii) any Breach of any representation or warranty made specifically for use in the Selling Stockholders' Closing Certificate. (b) In no event shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims preparation thereof; provided, however, that the indemnification obligation arising out of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor 7(b) shall seek or accept payment of any award or judgment apply only to the extent that such award loss, claim, damage, liability or judgment against the Pinnacle Indemnitees includes expense is caused by or related to an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to such consequential damages or damages for lost profits. (c) Each Selling Stockholder waives furnished in writing to the Company by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendments or supplements thereto. Such Selling Stockholder shall be entitled to participate at his own expense in the defense, or, if he so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Selling Stockholder elects to assume the defense, such defense shall be conducted by counsel chosen by him. In the event that any Selling Stockholder elects to assume the defense of any such suit and acknowledges retain such counsel, the Underwriter Indemnified Parties, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and agrees that expenses of such counsel unless (i) such Selling Stockholder shall not have specifically authorized the retaining of such counsel, or (ii) the parties to such suit include such Underwriter Indemnified Parties and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any of the Transactions. (d) Claims for Damages made and such Underwriter Indemnified Parties have been advised by the Netivation Indemnitees pursuant counsel to the provisions of Sections 9.2(a) or 9.6 shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of this Section 9.2 shall not apply to claims for fraud on the part of Pinnacle or any Selling Stockholder.Underwriters that one or

Indemnification by the Selling Stockholders. (a) Subject to the provisions remainder of this Section 911.2 and Section 11.7, and to the extent of each Selling Stockholder's pro rata share of the Indemnification Portion, the Selling StockholdersStockholders covenant and agree to defend, jointly and severally, shall indemnify and hold harmless Purchaser, and each of its officers, directors, employees, agents and representatives (collectively, the "INDEMNITEES" and individually each an "INDEMNITEE") from and against, and shall compensate and reimburse each of the Netivation Indemnitees from and against the amount of for, any Damages which are suffered or incurred by any of the Netivation Indemnitees (regardless of whether or not such Damages relate to any third party claim) directly or indirectly as a result of (i) arising or resulting from or connected with any Breach of a representation or warranty of Pinnacle or any of the Selling Stockholders contained in Section 2 hereof or in any instrument delivered pursuant to this Agreement (each as modified by the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such date), (ii) any Breach of any covenant or obligation of Pinnacle or the Selling Stockholders contained herein, or (iii) any Breach breach of any representation or warranty made in by the Company or the Selling Stockholders' Closing CertificateStockholders in this Agreement, the Escrow Agreement, the Investment Agreement or the Registration Rights Agreement. Notwithstanding the foregoing, each Responsible Stockholder shall be liable up to such Responsible Stockholder's pro rata share of the Merger Consideration for Damages resulting from (i) the commission of fraud or an intentional misrepresentation or omission by such Responsible Stockholder in connection with the representations and warranties contained in this Agreement, the Escrow Agreement, the Investment Agreement or the Registration Rights Agreement or (ii) the breach of any representation or warranty contained in this Agreement, the Escrow Agreement, the Investment 41 Agreement or the Registration Rights Agreement which such Responsible Stockholder knew was false when made. (b) In no event From and after the Closing Date, the Selling Stockholders shall Netivation protect, defend, indemnify and hold harmless the Indemnitees seek consequential damages from any and all Taxes (including without limitation any obligation to contribute to the payment of any Taxes determined on a consolidated, combined or damages for lost profits (except unitary basis with respect to claims arising out a group of corporations that includes or included the Company) that are (i) imposed on Purchaser or any member (other than the Company) of any consolidated, unitary or combined group that includes or included the Company and (ii) imposed on the Company in respect of its income, business, property or operations or for which the Company may otherwise be liable (A) for any Pre-Closing Period, (B) resulting by reason of the willful misconduct several liability of the other party Company pursuant to Treasury Regulations Section 1.1502-6 or partiesany analogous state, including willful breaches local or foreign law or regulation or by reason of the Company having been a member of any consolidated, combined or unitary group on or prior to the Closing Date, (C) in respect of any taxable income included by the Company in a Post-Closing Period that is attributable to income that is realized in a Pre-Closing Period, including, in each case, the appropriate portion of a Straddle Period, or (D) in respect of any Post-Closing Period, attributable to any mandatory change in accounting method employed by the Company during any of its previous taxable years, or (E) in respect of any Post-Closing Period, attributable to any items of income or gain of a partnership reporting the Company as a partner, to the extent such items are properly attributable to periods of the partnership ending on or before the Closing Date; provided, however, that the Selling Stockholder's liability under the foregoing provisions of this Agreement) against the Selling Stockholders in paragraph shall be reduced as to any claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor shall seek or accept payment of any award or judgment item to the extent that such award item was either (x) specifically reserved for in the Unaudited Interim Balance Sheet or judgment against (y) satisfied through an estimated Tax payment by the Pinnacle Indemnitees includes Company after the date of the Unaudited Interim Balance Sheet, provided that such consequential damages payment is attributable to a Post-Closing Period and, on or damages for lost profitsbefore the Closing, the Company provides satisfactory evidence of such payment to Purchaser. Notwithstanding anything to the contrary contained in this Agreement, (i) the representations, warranties and covenants of the Company and the Selling Stockholders set forth in Sections 5.14 and 12.4 hereof shall survive the execution and delivery hereof and the Closing and continue until the expiration of the applicable statute of limitations date (or any extensions thereof) and (ii) the aggregate liability of each Selling Stockholder under this Section 11.2(b) shall not exceed such Selling Stockholder's pro rata share of the Merger Consideration. (c) Each Selling Stockholder waives After Closing, no Person shall be required to indemnify any Indemnitee with respect to any claim for indemnification pursuant to Section 11.2(a) and acknowledges 11.2(b) unless and agrees that such Selling Stockholder shall not have and shall not exercise or assert until the aggregate amount of indemnifiable Damages suffered by all Indemnitees subject to indemnification pursuant to this Agreement exceeds $100,000 (or attempt to exercise or assertthe "BASKET"), any right and only to the extent such amount exceeds the Basket. The aggregation of contributionclaims must reach the Basket only once, right of indemnity or other similar right or remedy against and after such point the Surviving Corporation Indemnitees may seek indemnification for all claims in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any excess of the TransactionsBasket that may arise under this Section 11.2. (d) Claims for Damages indemnification under this Section 11.2 shall be made by first from the Netivation Indemnitees Indemnification Portion Escrow Account. The number of shares of Purchaser Stock to be released to Purchaser pursuant to the provisions terms of Sections 9.2(a) or 9.6 the Escrow Agreement shall be limited to an calculated by dividing the dollar amount equal to (i) 404,000 shares multiplied of the Damages incurred by the closing price per share Indemnitee by the Average Purchaser Stock Price. (e) The Selling Stockholders are not required to make any indemnification payment hereunder unless a claim is initiated in the manner set forth in the Escrow Agreement prior to the termination date of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of this such Selling Stockholders' indemnification obligations specified in Section 9.2 shall not apply to claims for fraud on the part of Pinnacle or any Selling Stockholder11.2(a).

Indemnification by the Selling Stockholders. The Selling Stockholders covenant and agree that they will severally and not jointly, on the terms and subject to the conditions and limitations set forth in this Agreement, indemnify, defend, protect and hold harmless the Purchaser and its officers, directors, principals, members, affiliates, agents, successors and assigns (the Purchaser and all such persons or other entities are collectively referred to as the "Purchaser's Indemnified Persons") at all times from and after the date of this Agreement from and against all claims, losses, damages, actions, suits, proceedings, demands, assessments, adjustments, interest, fines, penalties, costs and expenses, including specifically, but without limitation, reasonable attorneys', consultants', experts' and accountants' fees and expenses incurred in the investigation of such claims (collectively, "Damages"), incurred by Purchaser's Indemnified Persons resulting from (a) Subject to any breach of the provisions representations and warranties of this Section 9, the Selling Stockholders, jointly and severally, shall indemnify and hold harmless each Stockholders set forth herein or on the Schedules or certificates delivered by or on behalf of the Netivation Indemnitees from and against Selling Stockholders in connection herewith, or (b) any nonfulfillment of any agreement or covenant on the part of the Selling Stockholders under this Agreement. The Purchaser shall have the right to set-off the amount of any and all Damages incurred by any of the Netivation Indemnitees directly or indirectly as a result of (i) any Breach of a representation or warranty of Pinnacle or for which any of the Selling Stockholders contained in Section 2 hereof or in shall become liable to the Purchaser hereunder against any instrument delivered pursuant to this Agreement (each as modified amounts otherwise payable by the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on the date of this Agreement and not as modified by any revisions Purchaser hereunder to such Schedule of Exceptions after such date), (ii) any Breach of any covenant or obligation of Pinnacle or the Selling Stockholders contained Stockholder. Except as otherwise expressly provided herein, or (iii) any Breach of any representation or warranty made in the Selling Stockholders' Closing Certificate. (b) In no event shall Netivation Indemnitees seek consequential damages or damages all payments for lost profits (except with respect to claims arising out of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in any claim for indemnification Damages under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor shall seek or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profits. (c) Each Selling Stockholder waives and acknowledges and agrees that such Selling Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any of the Transactions. (d) Claims for Damages made by the Netivation Indemnitees pursuant to the provisions of Sections 9.2(a) or 9.6 Article X shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of this Section 9.2 shall not apply to claims for fraud on the part of Pinnacle or any Selling Stockholderpaid in cash immediately as incurred.

Indemnification by the Selling Stockholders. (a) Subject to the provisions of this Section 9, the Selling Stockholders, jointly and severally, shall indemnify and hold harmless each of the Netivation Indemnitees from and against the amount of any Damages incurred by any of the Netivation Indemnitees directly or indirectly as a result of (i) any Breach of a representation or warranty of Pinnacle or any Each of the Selling Stockholders contained shall severally and not jointly indemnify the Company Parties and save and hold each of them harmless against and pay on behalf of or reimburse such Company Party as and when incurred for any Losses in excess of the Basket (as defined in Section 2 hereof 9B(i)) which any such Company Party suffers, sustains or in any instrument delivered pursuant to this Agreement becomes subject to, as a result of: (each as modified by the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such date), (iia) any Breach of any covenant or obligation of Pinnacle or the Selling Stockholders contained herein, or (iii) any Breach breach of any representation or warranty made in the of such Selling Stockholders' Closing Certificate. Stockholder under this Agreement; or (b) In no event shall Netivation Indemnitees seek consequential damages any nonfulfillment or damages for lost profits breach of any covenant, agreement or other provision in this Agreement by such Selling Stockholder; provided that a Selling Stockholder’s aggregate liability under clauses (except a) and (b) above (other than with respect to claims arising out of the willful misconduct of Excluded Representations) shall in no event exceed the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating amount paid to this Agreement or the Transactions, nor shall seek or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profits. (c) Each Selling Stockholder waives and acknowledges and agrees that such Selling Stockholder shall not have and shall not exercise or assert in the Repurchase Transaction (or attempt to exercise or assertthe “Stockholder Cap”), but with it being understood, however, that nothing in this Agreement (including this Paragraph 9B) shall limit or restrict any of the Company Parties’ right of contribution, right of indemnity to maintain or other similar right or remedy against the Surviving Corporation recover any amount from a particular Selling Stockholder in connection with any action or claim based upon fraud or intentional misrepresentation. For purposes of determining the inaccuracy or breach of any representation or warranty in ARTICLE 7 and the amount of any Losses that are indemnifiable hereunder, each such representation and warranty (including any representation or warranty referenced therein) shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar qualification contained therein (as if such standard or qualification were deleted from such representation or warranty). The indemnification obligation obligations of each Selling Stockholder shall be several and not joint and no Selling Stockholder shall have any liability for any breach of representation or warranty by any other Liability Selling Stockholder. All indemnification payments made by Selling Stockholders under this Paragraph 9B(ii) shall be deemed adjustments to which the amount paid to such Selling Stockholder may become subject under in the Transactional Agreements or otherwise in connection with any of the TransactionsRepurchase Transaction. (d) Claims for Damages made by the Netivation Indemnitees pursuant to the provisions of Sections 9.2(a) or 9.6 shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of this Section 9.2 shall not apply to claims for fraud on the part of Pinnacle or any Selling Stockholder.

Indemnification by the Selling Stockholders. The Principal Stockholders jointly and severally agree to indemnify Buyer and its Affiliates and respective officers, directors, employees, agents, and representatives (the "Buyer Indemnified Parties") against, and agree to hold the Buyer Indemnified Parties harmless from, any and all liabilities, losses, costs, claims, damages, penalties, and expenses (including reasonable attorney's fees actually incurred and expenses and costs of investigation and litigation) (collectively "Losses") incurred or suffered by any of them relating to, arising out of, or otherwise based upon any of the following (Losses attributable to any of the following are referred to herein as "Non-Broker Losses"): (a) Subject to the provisions of this Section 9any breach of, the Selling Stockholders, jointly and severally, shall indemnify and hold harmless each of the Netivation Indemnitees from and against the amount of any Damages incurred by any of the Netivation Indemnitees directly or indirectly as a result of (i) any Breach of a representation or warranty of Pinnacle or any of the Selling Stockholders contained in Section 2 hereof or in any instrument delivered pursuant to this Agreement (each as modified by the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such date)inaccuracy in, (ii) any Breach of any covenant or obligation of Pinnacle or the Selling Stockholders contained herein, or (iii) any Breach of any representation or warranty made by the Principal Stockholders in this Agreement, any Related Agreement or any other document delivered at the Selling Stockholders' Closing Certificate.Closing; (b) In no event shall Netivation Indemnitees seek consequential damages any breach of, or damages for lost profits (except with respect failure by, the Principal Stockholders to claims arising out of the willful misconduct of the other party perform any covenant or parties, including willful breaches of obligation in this Agreement) against the Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor shall seek or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profits.; (c) Each Selling Stockholder waives and acknowledges and agrees that such Selling Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any debt of the Transactions.Company incurred prior to the Closing and not expressly permitted by this Agreement; or (d) Claims any Taxes for Damages made which the Company is or may be liable that have become due and payable during, or which have accrued with respect to any of the Company's (i) taxable periods ending prior to the Closing and (ii) any taxable periods which include the Closing that have not been paid prior to the Closing or reserved on the Financial Statements. Any Taxes attributable to the operations of the Company payable as a result of an audit of any Tax return shall be deemed to have accrued in the period to which such Taxes are attributable. The Principal Stockholders shall not be required to indemnify Buyer for any Non-Broker Losses under this Section 6.2 until such time as the amount of the Non-Broker Losses incurred by Buyer exceeds $50,000 (the Netivation Indemnitees "Threshold Amount") in the aggregate. If and when the amount of the Non-Broker Losses does exceed $50,000 in the aggregate, then the Principal Stockholders shall be required to indemnify Buyer for the full amount of such Losses up to $5,000,000 (it being understood that this $5,000,000 limitation shall not apply to (i) any and all Non-Broker Losses resulting from a breach of Section 3.3 or 3.4 or (ii) the indemnification obligations of the Principal Stockholders pursuant to Section 6.9). Except as set forth in the provisions preceding sentence, the liability of Sections 9.2(a) or 9.6 shall be any Principal Stockholder is limited to an amount equal to the product of (i) 404,000 shares multiplied such Principal Stockholder's percentage ownership of Common Shares, and (ii) Five Million Dollars ($5,000,000). In addition to the above-stated indemnification obligations of the Principal Stockholders, each Selling Stockholder severally, and not jointly, agrees to indemnify the Buyer Indemnified Parties for any Losses relating to, arising out of or otherwise based upon (i) any breach of, or any inaccuracy in, any representation or warranty made by such Selling Stockholder in this Agreement or (ii) any breach of, or failure by, such Selling Stockholder to perform any covenant or obligation of such Selling Stockholder pursuant to this Agreement. The liability of any Selling Stockholder (other than a Principal Stockholder whose limitations on liability is set forth in the closing price per share preceding paragraph) is limited to an amount equal to the product of Netivation common stock on the Closing Date, plus (i) such Selling Stockholder's percentage ownership of Common Shares and (ii) $300,000. The provisions of 5,000,000 (it being understood that this Section 9.2 limitation shall not apply to claims for fraud on (i) any and all Non-Broker Losses resulting from a breach of Section 3.A.1 or 3.A.2 or (ii) the part indemnification obligations of Pinnacle or any the Selling StockholderStockholders pursuant to Section 6.9.

Indemnification by the Selling Stockholders. (a) Subject to the provisions other terms of this Section 9Article 10, each of Doyle McClendon, Mary McClendon, and George McClendon (collectively, xxx "Xxxxxxxxx Stxxxxxxxxxx") xgrees xxxxxxx xxx xxxxrally, and each of Patty Hardt, The Fairfax Supporting Organization, and The Arlington Sxxxxxxxxx Xrganization (collectively, the Selling "Minority Stockholders") agrees severally and not jointly, jointly and severally, shall to indemnify and hold the Parent and its Affiliates, including without limitation the Company (the "Parent Indemnified Parties") harmless each of the Netivation Indemnitees from and against the amount all claims, liabilities, obligations, costs, damages, losses and expenses, whether or not involving a Claim (including reasonable attorneys' fees and costs of investigation) of any Damages incurred by any nature (collectively, "Losses"), arising out of the Netivation Indemnitees directly or indirectly as a result of relating to (i) any Breach breach or violation of a representation the representations or warranty warranties of Pinnacle or any of the Selling Stockholders contained (other than those set forth in Section 2 hereof Article 2) or the Company set forth in any instrument delivered pursuant to this Agreement (each as modified by including the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such dateschedules), (ii) any Breach breach or violation of any covenant the covenants or obligation agreements of Pinnacle the Company set forth in this Agreement required to be performed prior to or at the Selling Stockholders contained hereinClosing, or (iii) any Breach breach or violation of covenants or agreements of any representation of the Selling Stockholders set forth in this Agreement, (iv) the failure of any portion of the Indebtedness or warranty the Transaction Expenses to be paid at or prior to Closing (other than such Indebtedness, Indemnification Expense Cash Amount and Transaction Expenses for which the Parent is to make payment pursuant to Section 1.7(b)(ii)), (v) any Lien on any property or asset of the Company after the Closing as a result of matters existing or relating to any period prior to the Closing, other than Permitted Liens, (vi) litigation, suit, proceeding, arbitration or investigation initiated by a third party with respect to the affairs of the Company prior to the Closing, (vii) except to the extent such Taxes are accrued as a liability for purposes of determining Closing Working Capital as finally determined pursuant to Section 1.8 and Taxes for which Parent is responsible pursuant to the extent provided in clause (y) of the last sentence of Section 7.4, any Taxes (A) for which the Selling Stockholders are responsible pursuant to Section 7.2 and/or Section 7.3, (B) imposed on or incurred by any Selling Stockholder, or (C) in accordance with Section 7.9, (viii) any failure by the Company or the Sellers Continuing Entity to pay in full and satisfy all of its obligations to employees of the Company (including all payments and obligations to be made or performed at Closing or at anytime after Closing) under the Sale Bonus Plan, or (ix) any violation of or non-compliance with United States export laws deriving from activities of the Company at any time prior to the date of approval of registration with the Directorate of Defense Trade Control resulting from the filing of the application referred to in Section 8.1(v). The Selling Stockholders shall not have a right of contribution, or any other means of recovery, from the Company for the Selling Stockholders' Closing Certificateindemnification obligations hereunder. Notwithstanding anything else to the contrary in this Agreement, the Principal Stockholders shall be jointly and severally liable for any indemnity obligations of the Minority Stockholders under this Section 10.3(a). (b) In no event Each Selling Stockholder shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims severally, but not jointly, indemnify and hold the Parent Indemnified Parties harmless from and against all Losses arising out of the willful misconduct or relating to any breach or violation of the representations or warranties of such Selling Stockholder (and no other party or parties, including willful breaches Selling Stockholder) in Article 2 of this Agreement) against Agreement (including the Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor shall seek or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profitsschedules thereto). (c) Each Subject to the other limitations set forth herein, to the extent that any Parent Indemnified Party is entitled to indemnification for Losses pursuant to Section 10.3(a), each of the Principal Stockholders shall be jointly and severally liable for the full amount of such Losses. In the event that the indemnification and hold harmless obligations of any of the Principal Stockholders with respect to Losses of the Parent Indemnified Parties pursuant to Section 10.3(a) shall be in excess of such Stockholder's Pro Rata Share thereof, such Principal Stockholder shall be entitled to contribution from each other Selling Stockholder waives in accordance with and acknowledges and agrees that to the extent of each such other Selling Stockholder's Pro Rata Share of such Losses. In order to exercise their respective rights to the foregoing contribution with respect to any specific Losses, each Principal Stockholder, as the case may be, shall make a written demand therefor from each other Selling Stockholder. "Pro Rata Share" for a specified Selling Stockholder shall not have and shall not exercise mean the percentage set forth opposite his or assert (or attempt to exercise or asserther name as set forth on Schedule 10.3(c), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any of the Transactions. (d) Claims for Damages made by the Netivation Indemnitees pursuant to the provisions of Sections 9.2(a) or 9.6 shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of this Section 9.2 shall not apply to claims for fraud on the part of Pinnacle or any Selling Stockholder.

Indemnification by the Selling Stockholders. (a) Subject to the provisions other terms of this Section 9Article 10, each of the Selling Stockholders, jointly and severally, shall Stockholders agrees to indemnify and hold the Purchaser and its Affiliates, including the Company (the "Purchaser Indemnified Parties"), harmless each of the Netivation Indemnitees from and against the amount such Selling Stockholder's Pro Rata Share of all claims, liabilities, obligations, costs, damages, losses and expenses, whether or not involving a Claim (including reasonable attorneys' fees and costs of investigation) of any Damages incurred by any nature (collectively, "Losses"), arising out of the Netivation Indemnitees directly or indirectly as a result of relating to (i) any Breach of a representation breach or warranty of Pinnacle or any violation of the representations or warranties of such Selling Stockholders contained Stockholder, Holdings or the Company set forth in Section 2 hereof or in any instrument delivered pursuant to this Agreement (each as modified by including the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such dateschedules), (ii) any Breach breach or violation of any covenant the covenants or obligation agreements of Pinnacle the Company set forth in this Agreement required to be performed prior to or at the Selling Stockholders contained hereinClosing, or (iii) any Breach breach or violation of covenants or agreements of such Selling Stockholder or Holdings set forth in this Agreement, (iv) the failure of any representation portion of the Indebtedness or warranty the Transaction Expenses to be paid at or prior to Closing (other than such Indebtedness for which the Purchaser is to make payment pursuant to Section 1.2(c)), (v) except to the extent such Taxes are accrued as a liability for purposes of determining Closing Working Capital as finally determined pursuant to Section 1.4, any Taxes (A) for which the Selling Stockholders are responsible pursuant to Section 7.2 and/or Section 7.3, (B) imposed on or incurred by any Selling Stockholder, or (C) in accordance with Section 7.6 or (vi) any failure by Holdings to pay in full and satisfy all obligations to employees of the Company (including all payments and obligations to be made in or performed at Closing or at anytime after Closing) under the Incentive Plan. The Sellers shall not have a right of contribution, or any other means of recovery, from the Company for the Selling Stockholders' Closing Certificateindemnification obligations hereunder. (b) In no event shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims arising out of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor shall seek or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profits. (c) Each Selling Stockholder waives and acknowledges and agrees that such Selling Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any of the Transactions. (d) Claims for Damages made by the Netivation Indemnitees pursuant to the provisions of Sections 9.2(a) or 9.6 shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of this Section 9.2 shall not apply to claims for fraud on the part of Pinnacle or any Selling Stockholder.

Indemnification by the Selling Stockholders. (a) Subject Each Selling Stockholder agrees to the provisions of this Section 9, the Selling Stockholders, jointly and severally, shall indemnify and hold harmless each Underwriter Indemnified Party against any losses, claims, damages, liabilities or expenses (including, unless such Selling Stockholder elects to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in connection therewith), which may be based upon the Securities Act, the Exchange Act, or any other federal, state, local or foreign statute or regulation, or at common law, on the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or the Prospectus (or any such documents, as from time to time amended and supplemented) includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the Netivation Indemnitees from circumstances under which they were made, not misleading, unless such statement or omission was made in reliance upon, and against in conformity with, written information furnished to the amount of any Damages incurred Company by any of the Netivation Indemnitees Underwriter, directly or indirectly as a result of (i) any Breach of a representation or warranty of Pinnacle or any of through the Selling Stockholders contained in Section 2 hereof or in any instrument delivered pursuant to this Agreement (each as modified by the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such date)Representatives, (ii) any Breach of any covenant or obligation of Pinnacle or the Selling Stockholders contained herein, or (iii) any Breach of any representation or warranty made specifically for use in the Selling Stockholders' Closing Certificate. (b) In no event shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims preparation thereof; provided, however, that the indemnification obligation arising out of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor 8(b) shall seek or accept payment of any award or judgment apply only to the extent that such award loss, claim, damage, liability or judgment against the Pinnacle Indemnitees includes expense is caused by or related to an untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to such consequential damages or damages for lost profits. (c) Each Selling Stockholder waives furnished in writing to the Company by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendments or supplements thereto. Such Selling Stockholder shall be entitled to participate at his own expense in the defense, or, if he so elects, to assume the defense of any suit brought to enforce any such liability, but, if such Selling Stockholder elects to assume the defense, such defense shall be conducted by counsel chosen by him. In the event that any Selling Stockholder elects to assume the defense of any such suit and acknowledges retain such counsel, the Underwriter Indemnified Parties, defendant or defendants in the suit, may retain additional counsel but shall bear the fees and agrees expenses of such counsel unless (i) such Selling Stockholder shall have specifically authorized the retaining of such counsel, or (ii) the parties to such suit include such Underwriter Indemnified Parties and such Selling Stockholder and such Underwriter Indemnified Parties have been advised by counsel to the Underwriters that one or more legal defenses may be available to them which may not be available to such Selling Stockholder, in which case such Selling Stockholder shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel. Subject to Section 8(e) below, this indemnity agreement is not exclusive and will be in addition 20 21 SOUNDVIEW TECHNOLOGY GROUP, INC. DAIN XXXXXXXX XXXSXXX XXXXXXX XXXEX & XSSOCIATES JUNE __, 1999 to any liability which such Selling Stockholder might otherwise have and shall not exercise limit any rights or assert (remedies which may otherwise be available at law or attempt in equity to exercise or assert)each Underwriter Indemnified Party. The Company and the Selling Stockholders may agree, any right of contribution, right of indemnity or other similar right or remedy against as among themselves and without limiting the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any rights of the Transactions. (d) Claims Underwriters under this Agreement, as to their respective amounts of such liability for Damages made by the Netivation Indemnitees pursuant to the provisions of Sections 9.2(a) or 9.6 which they each shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of this Section 9.2 shall not apply to claims for fraud on the part of Pinnacle or any Selling Stockholderresponsible.

Indemnification by the Selling Stockholders. (a) Subject to In the provisions event any of this Section 9, the Selling StockholdersStockholders breaches any of his or its representations, jointly warranties, and severallycovenants contained herein (other than the Stockholder Representations, Warranties and Covenants), then the Selling Stockholders shall indemnify indemnify, defend and hold harmless each of the Netivation Indemnitees iTurf and Merger Sub from and against (x) the amount entirety of any Damages incurred by any losses, Liabilities, claims, actions, damages and expenses (including without limitation, reasonable attorneys' fees and disbursements) (collectively, "LOSSES") iTurf or its affiliates (including Merger Sub and the Surviving Corporation) incurs through and (except to the extent they could reasonably mitigate such Losses) after the date of the Netivation Indemnitees directly claim for indemnification resulting from, arising out of, relating to, in the nature of, or indirectly as a result of caused by the breach, or (iy) any Breach claims by Harvard University related to the matters disclosed in Schedule 2.7; provided, however, that (A) no Selling Stockholders shall have any obligation to indemnify iTurf or Merger Sub from and against any Losses resulting from, arising out of, relating to, in the nature of, or caused by the breach of a any representation or warranty of Pinnacle or any of the Selling Stockholders contained in Section 2 hereof or Article II above (other than the Stockholder Representations, Warranties and Covenants) until iTurf and Merger Sub have suffered Losses by reason of all such breaches (other than breaches of Stockholder Representations, Warranties and Covenants) in any instrument delivered pursuant to this Agreement excess of a $100,000 aggregate threshold (each as modified by the Schedule of Exceptions delivered by Pinnacle and after which point the Selling Stockholders on will be obligated to indemnify iTurf and its affiliates from and against Losses relating back to the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such datefirst dollar), (ii) any Breach of any covenant or obligation of Pinnacle or the Selling Stockholders contained herein, or (iii) any Breach of any representation or warranty made in the Selling Stockholders' Closing Certificate. (b) In no the event shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims arising out any of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in breaches any of his or its Stockholder Representations, Warranties and Covenants, then that Selling Stockholder shall indemnify, defend and hold harmless iTurf and its affiliates (including Merger Sub and the Surviving Corporation) from and against the entirety of any Losses iTurf and its affiliates (including Merger Sub and the Surviving Corporation) may suffer through and after the date of the claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor shall seek or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profitsindemnification. (c) Each Notwithstanding anything herein to the contrary, except in the event of fraud or beaches of any Stockholder Representations, Warranties and Covenants or Sections 2.9 or 2.17, the individual monetary liability of any Selling Stockholder waives and acknowledges and agrees that for Losses (or otherwise under this Agreement) shall not exceed such Selling Stockholder Stockholder's pro rata portion of the Initial Merger Consideration and the monetary liability of iTurf and Merger Sub for Losses shall not have and exceed the Initial Merger Consideration; PROVIDED, HOWEVER, that the foregoing limitations on each party's indemnification obligation shall not exercise apply to Losses arising out of or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any breach of the TransactionsStockholder Representations, Warranties and Covenants or Sections 3.1 - 3.4. (d) Claims No party hereto may make a claim under this Article VI for Damages indemnification for Losses as a result of on breaches of representations or warranties made by the Netivation Indemnitees pursuant herein if such party had knowledge of such breach prior to the provisions Effective Time, unless such breach is of Sections 9.2(aa nature that would not constitute the failure of a condition precedent described in Article V. (e) or 9.6 For purposes of this Article, the representations and warranties contained in Article II shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share read as though none of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of this Section 9.2 shall not apply to claims for fraud on the part of Pinnacle them contains any Company Material Adverse Affect or any Selling Stockholderother materiality qualifier.

Indemnification by the Selling Stockholders. (a) Subject to the provisions of this Section 9, the The Selling Stockholders, Stockholders covenant and agree that they will jointly and severally, shall indemnify on the terms and subject to the conditions and limitations set forth in this Agreement, indemnify, defend, protect and hold harmless the Purchasers and each of Purchaser's officers, directors, principals, members, affiliates, agents, successors and assigns (the Netivation Indemnitees Purchasers and all such persons or other entities are collectively referred to as the "Purchasers' Indemnified Persons") at all times from and against the amount of any Damages incurred by any of the Netivation Indemnitees directly or indirectly as a result of (i) any Breach of a representation or warranty of Pinnacle or any of the Selling Stockholders contained in Section 2 hereof or in any instrument delivered pursuant to this Agreement (each as modified by the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on after the date of this Agreement from and not as modified by any revisions to against all claims, losses, damages, actions, suits, proceedings, demands, assessments, adjustments, interest, fines, penalties, costs and expenses, including specifically, but without limitation, reasonable attorneys', consultants', experts' and accountants' fees and expenses incurred in the investigation of such Schedule of Exceptions after such dateclaims (collectively, "Damages"), incurred by Purchasers' Indemnified Persons resulting from (iia) any Breach breach of any covenant or obligation the representations and warranties of Pinnacle or the Selling Stockholders contained hereinor the Company set forth herein or on the schedules or certificates delivered by or on behalf of the Selling Stockholders or the Company in connection herewith, provided that such Purchasers' Indemnified Persons assert in writing entitlement to indemnity prior to the Expiration Date applicable with respect to such 32 41 representations and warranties, or (iiib) any Breach nonfulfillment of any representation or warranty made in the Selling Stockholders' Closing Certificate. (b) In no event shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims arising out of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor shall seek or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profits. (c) Each Selling Stockholder waives and acknowledges and agrees that such Selling Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any of the Transactions. (d) Claims for Damages made by the Netivation Indemnitees pursuant to the provisions of Sections 9.2(a) or 9.6 shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of this Section 9.2 shall not apply to claims for fraud agreement on the part of Pinnacle the Selling Stockholders or any the Company under this Agreement; provided, however, that the Selling StockholderStockholders shall have no liability or obligation whatsoever under the Notes or the Note Purchase Agreements, as all such obligations shall be solely the corporate obligations of Parent.

Indemnification by the Selling Stockholders. (a) Subject to the provisions remainder of this Section 911.2 and Section 11.5 hereof, the Selling StockholdersStockholders covenant and agree to defend, jointly and severally, shall indemnify and hold harmless the Purchaser and each of its officers, directors, employees, agents and representatives (collectively, the "Indemnitees", and individually each an "Indemnitee") from and against, and shall compensate and reimburse each of the Netivation Indemnitees from and against the amount of for, any Damages which are suffered or incurred by any of the Netivation Indemnitees (regardless of whether or not such Damages relate to any third party claim) directly or indirectly as a result of arising or resulting from or connected with (i) any Breach breach of a any representation or warranty (provided that solely for purposes of Pinnacle determining the amount of Damages with respect to the breach hereof and not for determining the existence of a breach or any of claim, each such representation or warranty shall be read as if all qualifications as to materiality were deleted therefrom) made by the Company or the Selling Stockholders contained in Section 2 hereof or in any instrument delivered pursuant to this Agreement (each as modified by the Schedule of Exceptions delivered by Pinnacle and the Selling Stockholders on the date of this Agreement and not as modified by or any revisions to such Schedule of Exceptions after such date)Transactional Agreement, (ii) any Breach breach of any covenant or obligation of Pinnacle agreement by the Company or the any Selling Stockholders contained hereinStockholder in this Agreement or any other Transactional Agreement, or (iii) any Breach of any representation and all Damages suffered or warranty made in the Selling Stockholders' Closing Certificate. (b) In no event shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims arising out of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating to this Agreement incurred by Purchaser or the Transactions, nor shall seek Company by reason of or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profits. (c) Each Selling Stockholder waives and acknowledges and agrees that such Selling Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any of the Transactions. (d) Claims for Damages made by Company or the Netivation Indemnitees pursuant Selling Stockholders occurring or existing prior to the provisions of Sections 9.2(a) or 9.6 shall be limited to an amount equal to (i) 404,000 shares multiplied by Effective Time. To the closing price per share of Netivation common stock on extent that the Closing Date, plus (ii) $300,000. The provisions of this Section 9.2 shall not apply to claims for fraud on the part of Pinnacle Company's or any Selling StockholderStockholders' undertakings set forth in this Section 11.2 may be unenforceable, each Selling Stockholder shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Company, the Purchaser, Merger Sub or other Indemnitee subject to the limitations imposed by this Agreement.