Indemnification of Parent, Merger Subs and Surviving Corporations. (a) Prior to the Closing Date, each Company and each Shareholder, and subsequent to the Closing Date each Shareholder, hereby jointly and severally agrees to indemnify and hold harmless Parent, the Merger Subs and Surviving Corporations and their Affiliates (including, after the Closing, Buyer's Edge) and each of their respective directors, officers, employees, shareholders, attorneys and agents and permitted assignees (collectively, the “Purchaser Indemnitees,” provided, however, the term “Purchaser Indemnitees” shall not include any of the Shareholders regardless of their capacity), against and in respect of any and all loss, payments, demand, penalty, liability, judgment, damage, diminution in value, claim or out-of-pocket costs and expenses (including actual costs of investigation and attorneys' fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by any Purchaser Indemnitee as a result of (i) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of any of the Companies or any of the Shareholders contained herein or in the Additional Agreements (but not the Employment Agreements) or any certificate or other writing delivered pursuant hereto or of Buyer's Edge or of the Members (ii) the failure to pay any claims by any third parties (including breach of contract claims, violations of warranties, trademark infringement, for “spamming”, privacy violations, torts or consumer complaints) with respect to the business of the Companies or Buyer's Edge for any period prior to the Closing Date, (iii) the violation of any Laws by any of the Companies or Buyer's Edge prior to the respective Closing, or (iv) the failure to pay any Taxes incurred prior to the Closing to any Tax Authority or to file any Tax Return with any Tax Authority; provided, that Losses in connection with Sections 10.1(ii), (iii) and (iv) shall be deemed to include any amounts payable after the Closing pursuant to or otherwise in connection with any of the matters listed on Schedule 3.19. The total payments made by the Companies and the Shareholders to the Purchaser Indemnitees with respect to Losses shall not exceed the sum of Merger Consideration plus the Purchase Price of the transactions contemplated under the Asset Purchase Agreement (the “Maximum Indemnification”); provided, however, that no Purchaser Indemnitee shall be entitled to indemnificati...
