INDEMNIFICATION BY THINK Sample Clauses

INDEMNIFICATION BY THINK. (a) Subject to Sections 6.4(b) and 6.6 hereof, THINK hereby agrees to indemnify and hold harmless the Company and the Stockholders against and in respect of all damages, claims, losses and expenses (including without limitation, reasonable attorneys' fees and disbursements) reasonably incurred by the Stockholders with respect thereto (all such amounts may hereinafter be referred to as "Stockholder Damages") arising out of: (i) any misrepresentation or breach of any representation or warranty made by THINK or UAC pursuant to the provisions of this Agreement or in any statement, certificate or other document furnished by THINK or UAC pursuant to this Agreement; and (ii) the nonperformance or breach of any covenant, agreement or obligation of THINK or UAC which has not been waived by the Stockholders collectively in writing. (b) Until the close of business on the Second Anniversary Date and subject to Section 3.4 hereof, THINK shall be obligated to indemnify the Stockholders pursuant to this Section 6.4 only with respect to claims for Stockholder Damages as to which the Stockholders shall have given written notice to THINK on or before the close of business on the sixtieth (60th) day following discovery by the Stockholders of the facts upon which a claim for indemnification is being made. (c) Notwithstanding the indemnification provided pursuant to Subsection 6.4(a) above, no amount shall be payable by THINK in indemnification hereunder or under any other provision of this Agreement unless the aggregate amount of Stockholder Damages in respect of which THINK would be liable, but for operation and application of the provisions of this subsection, exceeds on a cumulative basis Fifty Thousand Dollars ($50,000) and then only to the extent of such excess. (d) In any case where THINK has indemnified the Stockholders for any Stockholder Damages and the Stockholders recover from a third party all or any part of the amount so indemnified by THINK, the Stockholders shall promptly reimburse to THINK the amount so recovered.