Common use of Indemnification of Parent Clause in Contracts

Indemnification of Parent. Subject to the limitations on recourse and recovery set forth in this Article VII, Seller Representative shall cause the Selling Equityholders to indemnify, and the Selling Equityholders shall agree to indemnify pursuant to the acknowledgment delivered to Parent in accordance with Section 2.4(a)(vii), defend and hold harmless Parent, the Surviving Blocker and the Surviving Company and their respective employees, directors and officers (in each case, solely in their capacity as such) (each such Person, excluding any Selling Equityholders, a “Parent Indemnified Party”), from and against any and all Losses of any Parent Indemnified Party after the Closing, arising out of any inaccuracy or breach of the representations and warranties set forth in Sections 3.2(d), 3.2(e) and 3.3 (any of such Losses, a “Parent Indemnification Claim”); provided that any references to “material,” “Material Adverse Effect” or words of similar import in any such representation or warranty shall be disregarded for purposes of determining whether any such breach or inaccuracy thereof has occurred and the ultimate amount of any Losses subject to indemnification hereunder. To the extent any Losses are subject to indemnification hereunder, Seller Representative shall cause the Selling Equityholders to promptly surrender to Parent a number of shares of Parent Common Stock, valued at a per share price of $10.00 (irrespective of the then market value of the Parent Common Stock), equal to the value of such Losses. Prior to the expiration of the Survival Period, Seller Representative shall cause the Selling Equityholders to retain and not transfer to any Person, other than to a Parent Indemnified Party in accordance with this Article VII, 3,500,000 shares of Parent Common Stock (such shares, together, the “Reserved Shares”), which shall be the sole source of payment to any Parent Indemnified Party to recover any Losses pursuant to this Article VII. The Reserved Shares shall be imprinted with a legend sufficient to identify the restriction on transfer thereof set forth in this Section 7.2. Upon termination of the Survival Period, the Selling Equityholders shall be permitted to freely transfer any Reserved Shares other than, to the extent applicable, a number of Reserved Shares equal in value to the amount of Losses asserted with respect to any Parent Indemnification Claim in accordance with this Agreement asserted prior to the termination of the Survival Period and still pending upon the termination of the Survival Period (a “Pending Claim”). Upon the resolution of all of such Pending Claims, subject to the termination of the Survival Period, any Reserved Shares not required to be transferred to a Parent Indemnified Party as payment with respect to such Pending Claim shall cease to be subject to the restrictions of this Section 7.2 and shall be freely transferrable by the Selling Equityholders and no longer available as a source of payment for any Parent Indemnification Claim hereunder.

Indemnification of Parent. (a) Subject to the terms and conditions of this Article VII (including without limitation the limitations on recourse and recovery set forth in Section 7.4), Parent and its representatives, successors and permitted assigns shall be indemnified, defended and held harmless from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Parent Indemnitee by reason of, arising out of or resulting from: (i) the inaccuracy or breach of any representation or warranty of Company contained in or made pursuant to this Agreement, any Schedule or any certificate delivered by the Company to Parent pursuant to this Agreement with respect hereto or thereto in connection with the Closing; (ii) the non-fulfillment or breach of any covenant or agreement of the Company contained in this Agreement; (iii) the matters referred to in Schedule 2.1(b) of the Company Disclosure Schedule; or (iv) arising out of or in connection with the action entitled PHT Corporation v. etrials Worldwide, Inc., Civil Case No. 04-821 GMS, pending in the United States District Court for the District of Delaware, to the extent such Losses (including attorneys' fees and disbursements incurred in connection with such action after the date of this Agreement other than costs incurred amending the PHT Settlement Agreement (as defined in Schedule 2.10) and in connection with enforcing the PHT Settlement Agreement, including without limitation all proceedings necessary to dismiss such action) exceed amounts payable by the Company pursuant to the PHT Settlement Agreement. (b) As used in this Article VII, Seller Representative the term "Losses" shall cause include all losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses) including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by third parties or whether or not ultimately determined to be valid. Solely for the Selling Equityholders to indemnify, and the Selling Equityholders shall agree to indemnify pursuant to the acknowledgment delivered to Parent in accordance with Section 2.4(a)(vii), defend and hold harmless Parent, the Surviving Blocker and the Surviving Company and their respective employees, directors and officers (in each case, solely in their capacity as such) (each such Person, excluding any Selling Equityholders, a “Parent Indemnified Party”), from and against any and all Losses of any Parent Indemnified Party after the Closing, arising out of any inaccuracy or breach of the representations and warranties set forth in Sections 3.2(d), 3.2(e) and 3.3 (any of such Losses, a “Parent Indemnification Claim”); provided that any references to “material,” “Material Adverse Effect” or words of similar import in any such representation or warranty shall be disregarded for purposes purpose of determining whether any such breach or inaccuracy thereof has occurred and the ultimate amount of any Losses subject (and not for determining any breach) for which any party may be entitled to indemnification hereunder. To the extent any Losses are subject pursuant to indemnification hereunder, Seller Representative shall cause the Selling Equityholders to promptly surrender to Parent a number of shares of Parent Common Stock, valued at a per share price of $10.00 (irrespective of the then market value of the Parent Common Stock), equal to the value of such Losses. Prior to the expiration of the Survival Period, Seller Representative shall cause the Selling Equityholders to retain and not transfer to any Person, other than to a Parent Indemnified Party in accordance with this Article VII, 3,500,000 shares of Parent Common Stock (any representation or warranty contained in this Agreement that is qualified by a term or terms such shares, together, the “Reserved Shares”), which as "material," "materially," or "Material Adverse Effect" shall be the sole source of payment to any Parent Indemnified Party to recover any Losses pursuant to this Article VII. The Reserved Shares shall be imprinted with a legend sufficient to identify the restriction on transfer thereof set forth in this Section 7.2. Upon termination of the Survival Period, the Selling Equityholders shall be permitted to freely transfer any Reserved Shares other than, to the extent applicable, a number of Reserved Shares equal in value to the amount of Losses asserted with respect to any Parent Indemnification Claim in accordance with this Agreement asserted prior to the termination of the Survival Period deemed made or given without such qualification and still pending upon the termination of the Survival Period (a “Pending Claim”). Upon the resolution of all of such Pending Claims, subject to the termination of the Survival Period, any Reserved Shares not required to be transferred to a Parent Indemnified Party as payment with respect without giving effect to such Pending Claim shall cease to be subject to the restrictions of this Section 7.2 and shall be freely transferrable by the Selling Equityholders and no longer available as a source of payment for any Parent Indemnification Claim hereunderwords.

Indemnification of Parent. Subject to From and after the limitations on recourse Closing, the Escrow Participants shall, severally and recovery set forth in this Article VIInot jointly, Seller Representative shall cause the Selling Equityholders to indemnify, and the Selling Equityholders shall agree to indemnify pursuant to the acknowledgment delivered to Parent in accordance with Section 2.4(a)(vii), defend and hold harmless Parent, the Surviving Blocker its officers, directors and the Surviving Company Affiliates and their respective employeessuccessors and permitted assigns (each, directors an “Indemnified Party”) from and officers against and in respect of any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by Parent as a result of (a) any breach or inaccuracy of any of the representations or warranties set forth in Article ‎V (as modified by the Schedules) or in the Company Certificate, in each case, solely for the avoidance of doubt, as of the date of this Agreement or the Closing Date or such other date as expressly set forth in their capacity as suchsuch representation or warranty; or (b) any breach or nonfulfillment of any covenants of the Company contained in this Agreement to be performed at or prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, the maximum liability of the Escrow Participants under this Agreement, including this Article ‎XI or otherwise in connection with the transactions contemplated by this Agreement, shall in no event exceed an amount equal to (each such Personi) the Escrow Share Value, excluding any Selling Equityholders, a multiplied by (ii) the Escrow Shares (the “Indemnifiable Loss Limit”). Parent Indemnified Partyshall not be entitled to indemnification pursuant to this Section ‎11.1 unless and until the aggregate amount of Losses incurred by Parent equals at least $1,612,500 (the “Basket”), from and against at which time, subject to the Indemnifiable Loss Limit, Parent shall be entitled to indemnification for any and all Losses of above the Basket. The Escrow Participants shall have no liability or obligation to indemnify Parent or any Parent other Indemnified Party after under this Agreement with respect to the Closing, arising out of any inaccuracy or breach of the representations and warranties set forth in Sections 3.2(d), 3.2(e) and 3.3 (any of such Losses, a “Parent Indemnification Claim”); provided that any references to “material,” “Material Adverse Effect” or words of similar import in any such representation or warranty shall be disregarded for purposes of determining whether any such breach or inaccuracy thereof has occurred and the ultimate amount of any Losses subject to indemnification hereunder. To representation or warranty, based on any matter, fact or circumstance Known by Parent on the extent any Losses are subject to indemnification hereunder, Seller Representative shall cause the Selling Equityholders to promptly surrender to Parent a number of shares of Parent Common Stock, valued at a per share price of $10.00 (irrespective of the then market value of the Parent Common Stock), equal to the value of such Losses. Prior to the expiration of the Survival Period, Seller Representative shall cause the Selling Equityholders to retain and not transfer to any Person, other than to a Parent Indemnified Party in accordance with this Article VII, 3,500,000 shares of Parent Common Stock (such shares, together, the “Reserved Shares”), which shall be the sole source of payment to any Parent Indemnified Party to recover any Losses pursuant to this Article VII. The Reserved Shares shall be imprinted with a legend sufficient to identify the restriction on transfer thereof set forth in this Section 7.2. Upon termination of the Survival Period, the Selling Equityholders shall be permitted to freely transfer any Reserved Shares other than, to the extent applicable, a number of Reserved Shares equal in value to the amount of Losses asserted with respect to any Parent Indemnification Claim in accordance with this Agreement asserted prior to the termination of the Survival Period and still pending upon the termination of the Survival Period (a “Pending Claim”). Upon the resolution of all of such Pending Claims, subject to the termination of the Survival Period, any Reserved Shares not required to be transferred to a Parent Indemnified Party as payment with respect to such Pending Claim shall cease to be subject to the restrictions date of this Section 7.2 and shall be freely transferrable by the Selling Equityholders and no longer available as a source of payment for any Parent Indemnification Claim hereunderAgreement.

Indemnification of Parent. Subject to Section 7.5, the limitations on recourse and recovery set forth in this Article VIIShareholders (other than Invest Northern Ireland) shall, Seller Representative severally but not jointly (it being understood that with respect to the Shareholders, the term “severally” means that each Shareholder’s total indemnification obligation shall cause be limited to such Shareholder’s pro rata share of the Selling Equityholders indemnification obligations of the Shareholders, with the understanding that such pro rata share shall be based upon the respective amount of consideration payable to such Shareholder under Section 1.4 hereof), agree to defend, indemnify, and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including reasonable attorneys’ fees) (“Indemnifiable Amounts”) of every nature whatsoever incurred by Parent by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that if true, would constitute a breach, by Company or any Shareholder of any representation or warranty made by it contained in this Agreement (as modified or supplemented by the Selling Equityholders shall agree Company Disclosure Schedule) or in any certificate or other document delivered to indemnify Parent pursuant to the acknowledgment delivered provisions of this Agreement, or (ii) the failure, partial or total, of Company or any Shareholder to perform any agreement or covenant required or contemplated by this Agreement to be performed by it. In the event that the Final Closing Balance Sheet of Company provided by Company to Parent in accordance with pursuant to Section 2.4(a)(vii), defend and hold harmless Parent3.12 reflects Net Liabilities of more than 464,126£, the Surviving Blocker and the Surviving Company and their respective employees, directors and officers (in each case, solely in their capacity as such) (each such Person, excluding any Selling Equityholders, a “Parent Indemnified Party”), from and against any and all Losses of any Parent Indemnified Party after the Closing, arising out of any inaccuracy or breach of the representations and warranties set forth in Sections 3.2(d), 3.2(e) and 3.3 (any of such Losses, a “Parent Indemnification Claim”); provided that any references to “material,” “Material Adverse Effect” or words of similar import in any such representation or warranty shall be disregarded for purposes of determining whether any such breach or inaccuracy thereof has occurred and the ultimate amount of any Losses such excess shall be deemed to be an Indemnifiable Amount under this Section 7. 1. For purposes hereof, “Net Liabilities” shall mean total liabilities less deferred revenue, current assets and tech royalties as reflected on the Closing Date Balance Sheet. The obligations of any Shareholder to indemnify Parent shall be determined without regard to any right to indemnification to which any Shareholder may have in his or her capacity as an officer, director, employee, agent or any other capacity of Company and no Shareholder shall be entitled to any indemnification from Company for amounts paid hereunder. There shall be no right of contribution from Company or any successor to Company. Notwithstanding the foregoing, in no event shall there be multiple recovery for any Indemnifiable Amounts, and Parent shall not be entitled to recover from a Shareholder to the extent that such Shareholder has sought and received reimbursement for any Indemnifiable Amount under an insurance policy maintained by Company prior to the Closing. There will be no claim made by Parent for indemnification under this Section 7.1.1 unless and until the aggregate amount of all such Indemnifiable Amounts hereunder exceeds $50,000, but thereafter, all Indemnifiable Amounts from the first dollar on shall be subject to indemnification claim and indemnity hereunder. To ; provided, however, that the extent foregoing “tipping basket” threshold shall not apply to any Losses are amounts subject to indemnification hereunder, Seller Representative shall cause the Selling Equityholders to promptly surrender to Parent indemnity hereunder as a number of shares of Parent Common Stock, valued at a per share price of $10.00 (irrespective result of the then market value of Company exceeding the Parent Common Stock), equal to the value of such Losses. Prior to the expiration of the Survival Period, Seller Representative shall cause the Selling Equityholders to retain and not transfer to any Person, other than to a Parent Indemnified Party expense cap set out in accordance with this Article VII, 3,500,000 shares of Parent Common Stock (such shares, together, the “Reserved Shares”), Section 5.2 above which shall be an Indemnifiable Amount from the sole source first dollar of payment to any Parent Indemnified Party to recover any Losses pursuant to this Article VII. The Reserved Shares shall be imprinted with a legend sufficient to identify the restriction on transfer thereof set forth in this Section 7.2. Upon termination of the Survival Period, the Selling Equityholders shall be permitted to freely transfer any Reserved Shares other than, to the extent applicable, a number of Reserved Shares equal in value to the amount of Losses asserted with respect to any Parent Indemnification Claim in accordance with this Agreement asserted prior to the termination of the Survival Period and still pending upon the termination of the Survival Period (a “Pending Claim”). Upon the resolution of all of such Pending Claims, subject to the termination of the Survival Period, any Reserved Shares not required to be transferred to a Parent Indemnified Party as payment with respect to such Pending Claim shall cease to be subject to the restrictions of this Section 7.2 and shall be freely transferrable by the Selling Equityholders and no longer available as a source of payment for any Parent Indemnification Claim hereunderexcess.

Indemnification of Parent. (a) Subject to the limitations on recourse and recovery set forth in provisions of this Article VII, Seller Representative shall cause the Selling Equityholders to indemnify, and the Selling Equityholders shall agree to indemnify pursuant to the acknowledgment delivered to Parent in accordance with Section 2.4(a)(vii), defend and hold harmless ParentX, the Surviving Blocker and Parent shall be indemnified by Shareholders ad provided in the Surviving Company and their respective employees, directors and officers (in each case, solely in their capacity as such) (each such Person, excluding any Selling Equityholders, a “Parent Indemnified Party”), Escrow Agreement after the Effective Time from and against any and all Losses damage, loss, liability and expense (including without limitation reasonable expenses of investigation and reasonable attorneys' fees and reasonable expenses in connection with any action, suit or proceeding) incurred or suffered or reasonably expected to be incurred or suffered by the Parent Indemnified Party after the Closing, arising out of any inaccuracy or breach of the representations and warranties representations, warranties, covenants or agreements of the Company set forth in Sections 3.2(dherein (the "Parent Indemnifiable Damages"). Notwithstanding the foregoing, 3.2(eParent shall not be entitled to indemnification hereunder until the Parent Indemnifiable Damages exceed Five Thousand Dollars ($5,000) and 3.3 (any of such Losses, a “Parent Indemnification Claim”); provided that any references to “material,” “Material Adverse Effect” or words of similar import in any such representation or warranty thereafter shall be disregarded for purposes of determining whether any such breach or inaccuracy thereof has occurred and the ultimate amount of any Losses subject entitled to indemnification hereunder. To the extent any Losses are subject to indemnification hereunder, Seller Representative shall cause the Selling Equityholders to promptly surrender to for all Parent a number of shares of Parent Common Stock, valued at a per share price of $10.00 (irrespective of the then market value of the Parent Common Stock), equal to the value of such Losses. Prior to the expiration of the Survival Period, Seller Representative shall cause the Selling Equityholders to retain and not transfer to any Person, other than to a Parent Indemnified Party in accordance with this Article VII, 3,500,000 shares of Parent Common Stock (such shares, together, the “Reserved Shares”), which shall be the sole source of payment to any Parent Indemnified Party to recover any Losses pursuant to this Article VII. The Reserved Shares shall be imprinted with a legend sufficient to identify the restriction on transfer thereof set forth in this Section 7.2. Upon termination of the Survival Period, the Selling Equityholders shall be permitted to freely transfer any Reserved Shares other than, to the extent applicable, a number of Reserved Shares equal in value to the amount of Losses asserted with respect to any Parent Indemnification Claim in accordance with this Agreement asserted prior to the termination of the Survival Period and still pending upon the termination of the Survival Period (a “Pending Claim”). Upon the resolution of all of such Pending Claims, Indemnifiable Damages subject to the termination provisions hereof. Subject to the terms of Articles X.3(b) and X.5 of this Agreement, upon compliance with the terms hereof and the terms of the Survival PeriodEscrow Agreement, Parent shall be entitled to obtain indemnification from the Escrow Fund (as defined in Article X.3) of all Parent Indemnifiable Damages. (b) Parent agrees that the sole and exclusive remedy of Parent against the Company and its Shareholders for any Reserved Shares not required to damage, loss, liability or expense under this Agreement or in connection with the transactions contemplated hereunder shall be transferred to a Parent Indemnified Party as payment with respect to such Pending Claim shall cease to be subject limited to the restrictions of this Section 7.2 and shall be freely transferrable by the Selling Equityholders and no longer available as a source of payment for any Parent Indemnification Claim hereunderEscrow Fund.

Indemnification of Parent. Subject to the limitations on recourse and recovery set forth in this Article VII, Seller Representative shall cause the Selling Equityholders to indemnify, and the Selling Equityholders shall agree to indemnify pursuant to the acknowledgment delivered to Parent in accordance with Section 2.4(a)(vii‎2.4(a)(vii), defend and hold harmless Parent, the Surviving Blocker and the Surviving Company and their respective employees, directors and officers (in each case, solely in their capacity as such) (each such Person, excluding any Selling Equityholders, a “Parent Indemnified Party”), from and against any and all Losses of any Parent Indemnified Party after the Closing, arising out of any inaccuracy or breach of the representations and warranties set forth in Sections 3.2(d), 3.2(e) and 3.3 (any of such Losses, a “Parent Indemnification Claim”); provided that any references to “material,” “Material Adverse Effect” or words of similar import in any such representation or warranty shall be disregarded for purposes of determining whether any such breach or inaccuracy thereof has occurred and the ultimate amount of any Losses subject to indemnification hereunder. To the extent any Losses are subject to indemnification hereunder, Seller Representative shall cause the Selling Equityholders to promptly surrender to Parent a number of shares of Parent Common Stock, valued at a per share price of $10.00 (irrespective of the then market value of the Parent Common Stock), equal to the value of such Losses. Prior to the expiration of the Survival Period, Seller Representative shall cause the Selling Equityholders to retain and not transfer to any Person, other than to a Parent Indemnified Party in accordance with this Article VII, 3,500,000 shares of Parent Common Stock (such shares, together, the “Reserved Shares”), which shall be the sole source of payment to any Parent Indemnified Party to recover any Losses pursuant to this Article VII. The Reserved Shares shall be imprinted with a legend sufficient to identify the restriction on transfer thereof set forth in this Section 7.2. Upon termination of the Survival Period, the Selling Equityholders shall be permitted to freely transfer any Reserved Shares other than, to the extent applicable, a number of Reserved Shares equal in value to the amount of Losses asserted with respect to any Parent Indemnification Claim in accordance with this Agreement asserted prior to the termination of the Survival Period and still pending upon the termination of the Survival Period (a “Pending Claim”). Upon the resolution of all of such Pending Claims, subject to the termination of the Survival Period, any Reserved Shares not required to be transferred to a Parent Indemnified Party as payment with respect to such Pending Claim shall cease to be subject to the restrictions of this Section 7.2 and shall be freely transferrable by the Selling Equityholders and no longer available as a source of payment for any Parent Indemnification Claim hereunder.

Indemnification of Parent. Subject to From and after the limitations on recourse Closing, the Escrow Participants shall, severally and recovery set forth in this Article VIInot jointly, Seller Representative shall cause the Selling Equityholders to indemnify, and the Selling Equityholders shall agree to indemnify pursuant to the acknowledgment delivered to Parent in accordance with Section 2.4(a)(vii), defend and hold harmless Parent, the Surviving Blocker its officers, directors and the Surviving Company Affiliates and their respective employeessuccessors and permitted assigns (each, directors an “Indemnified Party”) from and officers against and in respect of any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by Parent as a result of (a) any breach or inaccuracy of any of the representations or warranties set forth in Article V (as modified by the Schedules) or in the Company Certificate, in each case, solely for the avoidance of doubt, as of the date of this Agreement or the Closing Date or such other date as expressly set forth in their capacity as suchsuch representation or warranty; or (b) any breach or nonfulfillment of any covenants of the Company contained in this Agreement to be performed at or prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, the maximum liability of the Escrow Participants under this Agreement, including this Article XI or otherwise in connection with the transactions contemplated by this Agreement, shall in no event exceed an amount equal to (each such Personi) the Escrow Share Value, excluding any Selling Equityholders, a multiplied by (ii) the Escrow Shares (the “Indemnifiable Loss Limit”). Parent Indemnified Partyshall not be entitled to indemnification pursuant to this Section 11.1 unless and until the aggregate amount of Losses incurred by Parent equals at least $1,612,500 (the “Basket”), from and against at which time, subject to the Indemnifiable Loss Limit, Parent shall be entitled to indemnification for any and all Losses of above the Basket. The Escrow Participants shall have no liability or obligation to indemnify Parent or any Parent other Indemnified Party after under this Agreement with respect to the Closing, arising out of any inaccuracy or breach of the representations and warranties set forth in Sections 3.2(d), 3.2(e) and 3.3 (any of such Losses, a “Parent Indemnification Claim”); provided that any references to “material,” “Material Adverse Effect” or words of similar import in any such representation or warranty shall be disregarded for purposes of determining whether any such breach or inaccuracy thereof has occurred and the ultimate amount of any Losses subject to indemnification hereunder. To representation or warranty, based on any matter, fact or circumstance Known by Parent on the extent any Losses are subject to indemnification hereunder, Seller Representative shall cause the Selling Equityholders to promptly surrender to Parent a number of shares of Parent Common Stock, valued at a per share price of $10.00 (irrespective of the then market value of the Parent Common Stock), equal to the value of such Losses. Prior to the expiration of the Survival Period, Seller Representative shall cause the Selling Equityholders to retain and not transfer to any Person, other than to a Parent Indemnified Party in accordance with this Article VII, 3,500,000 shares of Parent Common Stock (such shares, together, the “Reserved Shares”), which shall be the sole source of payment to any Parent Indemnified Party to recover any Losses pursuant to this Article VII. The Reserved Shares shall be imprinted with a legend sufficient to identify the restriction on transfer thereof set forth in this Section 7.2. Upon termination of the Survival Period, the Selling Equityholders shall be permitted to freely transfer any Reserved Shares other than, to the extent applicable, a number of Reserved Shares equal in value to the amount of Losses asserted with respect to any Parent Indemnification Claim in accordance with this Agreement asserted prior to the termination of the Survival Period and still pending upon the termination of the Survival Period (a “Pending Claim”). Upon the resolution of all of such Pending Claims, subject to the termination of the Survival Period, any Reserved Shares not required to be transferred to a Parent Indemnified Party as payment with respect to such Pending Claim shall cease to be subject to the restrictions date of this Section 7.2 and shall be freely transferrable by the Selling Equityholders and no longer available as a source of payment for any Parent Indemnification Claim hereunderAgreement.

Indemnification of Parent. (a) Subject to the limitations on recourse and recovery set forth in provisions of this Article VII, Seller Representative shall cause the Selling Equityholders to indemnify, and the Selling Equityholders shall agree to indemnify pursuant to the acknowledgment delivered to Parent in accordance with Section 2.4(a)(vii), defend and hold harmless Parent0, the Surviving Blocker and Parent shall be indemnified after the Surviving Company and their respective employees, directors and officers (in each case, solely in their capacity as such) (each such Person, excluding any Selling Equityholders, a “Parent Indemnified Party”), Effective Time from and against any and all Losses damage, loss, liability and expense (including without limitation reasonable expenses of investigation and reasonable attorneys' fees and reasonable expenses in connection with any action, suit or proceeding) incurred or suffered or reasonably expected to be incurred or suffered by the Parent Indemnified Party after the Closing, arising out of any inaccuracy or breach of the representations and warranties representations, warranties, covenants or agreements of the Company set forth in Sections 3.2(dherein (the "Parent Primary Indemnifiable Damages"). Notwithstanding the foregoing, 3.2(e) Parent shall not be entitled to indemnification hereunder until the Parent Primary Indemnifiable Damages exceed $100,000 and 3.3 (any of such Losses, a “Parent Indemnification Claim”); provided that any references to “material,” “Material Adverse Effect” or words of similar import in any such representation or warranty thereafter shall be disregarded for purposes of determining whether any such breach or inaccuracy thereof has occurred and the ultimate amount of any Losses subject entitled to indemnification hereunder. To the extent any Losses are subject to indemnification hereunder, Seller Representative shall cause the Selling Equityholders to promptly surrender to for all Parent a number of shares of Parent Common Stock, valued at a per share price of $10.00 (irrespective of the then market value of the Parent Common Stock), equal to the value of such Losses. Prior to the expiration of the Survival Period, Seller Representative shall cause the Selling Equityholders to retain and not transfer to any Person, other than to a Parent Indemnified Party in accordance with this Article VII, 3,500,000 shares of Parent Common Stock (such shares, together, the “Reserved Shares”), which shall be the sole source of payment to any Parent Indemnified Party to recover any Losses pursuant to this Article VII. The Reserved Shares shall be imprinted with a legend sufficient to identify the restriction on transfer thereof set forth in this Section 7.2. Upon termination of the Survival Period, the Selling Equityholders shall be permitted to freely transfer any Reserved Shares other than, to the extent applicable, a number of Reserved Shares equal in value to the amount of Losses asserted with respect to any Parent Indemnification Claim in accordance with this Agreement asserted prior to the termination of the Survival Period and still pending upon the termination of the Survival Period (a “Pending Claim”). Upon the resolution of all of such Pending Claims, Indemnifiable Damages subject to the termination provisions hereof. Subject to the terms of Sections 10.3(b) and 10.5 of this Agreement, upon compliance with the terms hereof and the terms of the Survival PeriodPrimary Escrow Agreement, any Reserved Shares not required Parent shall be entitled to be transferred to a obtain indemnification from the Primary Escrow Fund (as defined in Section 0) of all Parent Indemnified Party as payment with respect to such Pending Claim shall cease to be subject Primary Indemnifiable Damages. (b) Subject to the restrictions provisions of this Section 7.2 and Article 0, the Parent shall be freely transferrable by indemnified after the Selling Equityholders Effective Time from and no longer available against any Parent Secondary Indemnifiable Damages, as a source defined in the Secondary Escrow Agreement ("Parent Secondary Indemnifiable Damages"). Subject to the terms of payment Sections 10.3(b) and 10.5 of this Agreement, upon compliance with the terms hereof and the terms of the Secondary Escrow Agreement, Parent shall be entitled to obtain indemnification from the Secondary Escrow Fund (as defined in Section 0) of all Parent Secondary Indemnifiable Damages. (c) Parent agrees that the sole and exclusive remedy of Parent against the Company and its shareholders for any Parent Indemnification Claim hereunderdamage, loss, liability or expense under this Agreement or in connection with the transactions contemplated hereunder shall be limited to the Primary Escrow Fund or the Secondary Escrow Fund, as applicable.