Common use of Indemnification of Parent Clause in Contracts

Indemnification of Parent. From and after the Closing, the Shareholders and the Optionees shall indemnify and hold harmless Parent and its affiliates, successors and assigns, and the respective officers, directors, managers, employees and agents of each of the foregoing, from and against any and all Damages actually incurred thereby or caused thereto based on, arising out of, or resulting from, or alleged by a third party to be based on or to have arisen out of or resulted from: (a) any breach of any of the representations or warranties made by Barrier in this Agreement or any exhibit, schedule, certificate, instrument, or other document pursuant to this Agreement (without giving effect to any materiality or Material Adverse Effect qualifier therein or any supplement to the Barrier Disclosure Schedule); (b) any breach or violation of, or failure to fully perform, any covenant, agreement or obligation of Barrier in this Agreement or any exhibit, schedule, certificate, instrument, or other document pursuant to this Agreement; (c) failure to pay any Transaction Costs as and when due; (d) any Liabilities for Taxes relating to taxable periods of the Companies ending on or before the Closing Date, and with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, for Taxes imposed on the Companies which are allocable to the portion of such period ending on the Closing Date (including, without limitation, Liabilities disclosed in Section 4.1(h) of the Barrier Disclosure Schedule), but only to the extent any such Liabilities for Taxes are in excess of any reserves or accruals established with respect thereto on the face of the Final Closing Balance Sheet; (e) any Liabilities related to, arising out of or associated with the QMB Sale, the Canadian Companies, QMB Payment Co. or operation of the Canadian Companies and QMB Payment Co. prior to, on and after the Closing Date; (f) any Liabilities related to, arising out of or associated with grants or attempts to grant options to purchase capital stock of Barrier without due authority or otherwise not in compliance with Barrier's Articles of Incorporation or Bylaws or applicable Law, including, without limitation, any claims by the recipients or intended recipients of such options; (g) any Liabilities related to, arising out of or associated with deferred compensation arrangements between Barrier and Xxxxxx Xxxxxx and any payments by Barrier pursuant thereto; (h) any Liabilities related to, arising out of or associated with that certain lease, dated December 29, 1937, by and between California Packing Corporation, as lessor, and Amerada Petroleum Corporation, as lessee; and (i) any Liabilities related to, arising out of or associated with failures to file notices under Section 25102(0 of the California Corporations Code, if any, in connection with the issuance of capital stock of either Company. Notwithstanding the foregoing, (x) no indemnification shall be payable by the Shareholders under clause (a) of this Section 8.2 (except with respect to any breach of any representation or warranty in Section 4.1(j) or 4.1(s)) until the total of all such claims for indemnification exceed $100,000 (the "Threshold"), in which event Parent shall only be entitled to recover the Damages in excess of the Threshold, (y) the aggregate liability for indemnification obligations payable under this Section 8.2 shall not exceed the Holdback Amount and shall be payable solely out of the Indemnity Escrow Account, and (z) no indemnification shall be payable by the Shareholders with respect to any claim under clause (a) of the Section 8.2 unless the Shareholder Representative is notified of such claim prior to the expiration of the applicable representation or warranty in accordance with Section 8.1. As security for the performance by the Shareholders of their indemnification obligations under this Section 8.2, the Holdback Amount shall be deposited into the Indemnity Escrow Account to be held and distributed in accordance with this Agreement and the Escrow Agreement.

Indemnification of Parent. From and after the ClosingSubject to Section 7.5, the Shareholders Share ------------------------- Recipients (other than those holders of Eligible Dissenting Shares), by reason of the approval by the Company's stockholders of the Merger and each Share Recipient's acceptance of the Optionees consideration provided for in Section 1.4 hereof or Section 1.1.1 of the Note Retirement Agreement and by the execution of the Escrow Agreement pursuant to Section 1.4.6 which is a condition to receiving such consideration shall, severally but not jointly (it being understood that with respect to the Share Recipients, the term "severally" means that each Share Recipient's total indemnification obligation shall indemnify be limited to such Share Recipient's pro rata share of the indemnification obligations of the Share Recipients, with the understanding that such pro rata share shall be based upon the respective amount of consideration payable to such Share Recipient under Section 1.4 hereof), agree to defend, indemnify, and hold Parent harmless Parent from and its affiliates, successors and assignsagainst, and the respective officersto reimburse Parent with respect to, directors, managers, employees and agents of each of the foregoing, from and against any and all Damages actually losses, damages, liabilities, claims, judgments, settlements, fines, costs, and expenses (including attorneys' fees) ("Indemnifiable Amounts") of every nature whatsoever incurred thereby by Parent by reason of or caused thereto based on, arising out of, or resulting from, or alleged by a third party to be based on or to have arisen out of or resulted from: in connection with (ai) any breach breach, or any claim (including claims by parties other than Parent) that if true, would constitute a breach, by Company of any representation or warranty of the representations or warranties made by Barrier Company contained in this Agreement or in any exhibit, schedule, certificate, instrument, certificate or other document delivered to Parent pursuant to the provisions of this Agreement, (ii) the failure, partial or total, of Company to perform any agreement or covenant required by this Agreement to be performed by it, (iii) any tax liability, or asserted liability of the Company relating to any period of time prior to and through the Closing which is not disclosed in the Financial Statements or the Closing Balance Sheet, and in each case without giving effect to any materiality "materiality" limitations or references to "Material Adverse Effect qualifier therein Effect" set forth therein. The obligations of any Share Recipient to indemnify Parent shall be determined without regard to any right to indemnification to which any Share Recipient may have in his or her capacity as an officer, director, employee, agent or any supplement to the Barrier Disclosure Schedule); (b) any breach or violation of, or failure to fully perform, any covenant, agreement or obligation other capacity of Barrier in this Agreement or any exhibit, schedule, certificate, instrument, or other document pursuant to this Agreement; (c) failure to pay any Transaction Costs as Company and when due; (d) any Liabilities for Taxes relating to taxable periods of the Companies ending on or before the Closing Date, and with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, for Taxes imposed on the Companies which are allocable to the portion of such period ending on the Closing Date (including, without limitation, Liabilities disclosed in Section 4.1(h) of the Barrier Disclosure Schedule), but only to the extent any such Liabilities for Taxes are in excess of any reserves or accruals established with respect thereto on the face of the Final Closing Balance Sheet; (e) any Liabilities related to, arising out of or associated with the QMB Sale, the Canadian Companies, QMB Payment Co. or operation of the Canadian Companies and QMB Payment Co. prior to, on and after the Closing Date; (f) any Liabilities related to, arising out of or associated with grants or attempts to grant options to purchase capital stock of Barrier without due authority or otherwise not in compliance with Barrier's Articles of Incorporation or Bylaws or applicable Law, including, without limitation, any claims by the recipients or intended recipients of such options; (g) any Liabilities related to, arising out of or associated with deferred compensation arrangements between Barrier and Xxxxxx Xxxxxx and any payments by Barrier pursuant thereto; (h) any Liabilities related to, arising out of or associated with that certain lease, dated December 29, 1937, by and between California Packing Corporation, as lessor, and Amerada Petroleum Corporation, as lessee; and (i) any Liabilities related to, arising out of or associated with failures to file notices under Section 25102(0 of the California Corporations Code, if any, in connection with the issuance of capital stock of either Company. Notwithstanding the foregoing, (x) no indemnification Share Recipient shall be payable by the Shareholders under clause (a) of this Section 8.2 (except with respect to any breach of any representation or warranty in Section 4.1(j) or 4.1(s)) until the total of all such claims for indemnification exceed $100,000 (the "Threshold"), in which event Parent shall only be entitled to recover any indemnification from Company or the Damages in excess of the Threshold, (y) the aggregate liability Surviving Corporation for indemnification obligations payable under this Section 8.2 shall not exceed the Holdback Amount and amounts paid hereunder. There shall be payable solely out no right of the Indemnity Escrow Account, and (z) no indemnification shall be payable by the Shareholders with respect contribution from Company or any successor to any claim under clause (a) of the Section 8.2 unless the Shareholder Representative is notified of such claim prior to the expiration of the applicable representation or warranty in accordance with Section 8.1. As security for the performance by the Shareholders of their indemnification obligations under this Section 8.2, the Holdback Amount shall be deposited into the Indemnity Escrow Account to be held and distributed in accordance with this Agreement and the Escrow AgreementCompany.

Indemnification of Parent. From (a) If the Closing occurs, subject to the terms of this Article VII, each Equityholder, severally and after not jointly (limited to and based on each Equityholder’s pro rata share of the ClosingEscrow Fund), the Shareholders and the Optionees shall agree to indemnify and hold harmless Parent and its affiliatesAmedisys, successors and assignsParent, the Surviving Company, and the respective officersother Merged Companies (collectively, directors, managers, employees and agents of each of the foregoing, “Buyer Indemnitees”) from and against any and all Damages actually Losses incurred thereby or caused thereto based on, arising out by the Buyer Indemnitees by reason of, or resulting from, or alleged by a third party to be based on or to have arisen out of or resulted from: (ai) any inaccuracy or breach of any of the representations or warranties made of the Company specifically set forth in Section 3.1 or contained in any certificate delivered at the Closing by Barrier in this Agreement or any exhibit, schedule, certificate, instrument, or other document pursuant to this Agreement (without giving effect to any materiality or Material Adverse Effect qualifier therein or any supplement to the Barrier Disclosure Schedule); (b) any breach or violation of, or failure to fully perform, any covenant, agreement or obligation of Barrier in this Agreement or any exhibit, schedule, certificate, instrument, or other document Company pursuant to this Agreement; (cii) the failure of the Company to pay perform any Transaction Costs as and when dueof its covenants or agreements contained herein required to be performed prior to the Closing, or the failure of the Agent to perform any covenant or agreement set forth herein which by its terms is to be performed after the Closing; (diii) any Liabilities for Taxes relating to taxable periods claim by an Equityholder or current or former holder of any other security of the Companies ending on or before the Closing DateCompany, and with respect to taxable periods beginning before the Closing Date and ending after the Closing Datein its capacity as such, for Taxes imposed on the Companies which are allocable to the portion of such period ending on the Closing Date (including, without limitation, Liabilities disclosed in Section 4.1(h) of the Barrier Disclosure Schedule), but only to the extent any such Liabilities for Taxes are in excess of any reserves or accruals established with respect thereto on the face of the Final Closing Balance Sheet; (e) any Liabilities related to, arising out of or associated with the QMB Salechallenging this Agreement, the Canadian Companies, QMB Payment Co. other transactions contemplated hereby or operation of an act or omission by the Canadian Companies and QMB Payment Co. prior to, on and after the Closing Date; (f) any Liabilities related to, arising out of or associated with grants or attempts to grant options to purchase capital stock of Barrier without due authority or otherwise not in compliance with Barrier's Articles of Incorporation or Bylaws or applicable LawAgent hereunder, including, without limitation, any claims relating to (x) the delivery of the Agent Fund, or (y) the Agent’s exercise or failure to exercise its rights pursuant to Section 8.5; (iv) the failure of any portion of the Company Expenses or the Indebtedness of the Merged Companies outstanding as of the Closing to be paid at Closing (subject to Section 4.17(g)); (v) any post-payment review of claims, actions, audits, investigations, or proceedings conducted by or on behalf of any Government Programs, including, but not limited to, Medicare administrative contractors or intermediaries, recovery audit contractors, zone program integrity contractors, specialty medical review contractors, or similar investigative agencies, but only to the extent such Losses arise from the provision of healthcare services or the submission of healthcare claims by the recipients Merged Companies and any predecessors from whom the Merged Companies acquired any Medicare or intended recipients Medicaid provider number relating to dates of such optionsservice prior to the Closing Date (“Recoupment Indemnity Matter”); provided, however, that Recoupment Indemnity Matter shall exclude Losses to the extent arising from post-closing changes by Parent or the Merged Companies to the billing policies, procedures and/or practices used by the Merged Companies prior to Closing, with respect to bills submitted by Parent or the Merged Companies following Closing for dates before the Closing Date; (gvi) any Liabilities audits, investigations, claims, actions, proceedings or lawsuits by the U.S. Department of Health and Human Services Office of Inspector General, U.S. Department of Justice, a state attorney general, state Medicaid agency or other agencies or Governmental Entities with respect to healthcare fraud, False Claims Act matters, qui tam or whistle blower actions, or other intent-based, reckless disregard-based, or other scienter-based Laws related to, arising out to the provision of healthcare services or associated with deferred compensation arrangements between Barrier and Xxxxxx Xxxxxx the submission of healthcare claims by the Merged Companies and any payments predecessors from whom the Merged Companies acquired any Medicare or Medicaid provider number relating to dates of service prior to the Closing Date, but excluding Losses to the extent arising from post-closing changes by Barrier pursuant thereto; (h) any Liabilities related toParent or the Merged Companies to the billing policies, arising out of procedures and/or practices used by the Merged Companies prior to Closing with respect to bills submitted by Parent or associated with that certain lease, dated December 29, 1937, by and between California Packing Corporation, as lessor, and Amerada Petroleum Corporation, as lesseethe Merged Companies following Closing for dates before the Closing Date; and (ivii) any Liabilities related to, arising out of or associated with failures to file notices under Section 25102(0 the ongoing Tax dispute matter listed on Part 3.1(i) of the California Corporations CodeDisclosure Schedule; provided, if anyhowever, in connection with the issuance of capital stock of either Company. Notwithstanding the foregoing, (x) no indemnification shall be payable by the Shareholders under clause (a) of this Section 8.2 (except Buyer Indemnitee’s Losses with respect to such matter shall be limited to the reasonable out-of-pocket cost incurred by the Merged Companies in litigating such matter and any breach out-of-pocket Taxes due and owing by the Merged Companies as a result of any representation or warranty in Section 4.1(j) or 4.1(s)) until the total resolution of all such claims litigation for indemnification exceed $100,000 (the "Threshold")period prior to the Closing Date. If the Closing occurs, in which event Parent shall only be entitled subject to recover the Damages terms of this Article VII, and to the extent in excess of the Threshold, (y) the aggregate liability for indemnification obligations payable under this Section 8.2 shall not exceed the Holdback Amount and shall be payable solely out then remaining balance of the Indemnity Escrow AccountFund at the related time, the Equityholders, severally and not jointly (based on each Equityholder’s pro rata share of the Merger Consideration paid to the Equityholders), agree to indemnify and hold harmless the Buyer Indemnitees for all Losses incurred by the Buyer Indemnitees by reason of any inaccuracy or breach by the Company of a Fundamental Representation and for all Losses incurred by the Buyer Indemnitees pursuant to Sections 7.2(a)(ii), 7.2(a)(iii), 7.2(a)(iv), 7.2(a)(v), 7.2(a)(vi) and 7.2(a)(vii). For purposes of determining both (1) whether the Company has breached any of its representations and warranties in Section 3.1 (other than in Sections 3.1(j) and 3.1(v)) or whether the Company has breached any covenants or agreements herein, and (z2) no indemnification the amount of Losses suffered or incurred by any Buyer Indemnitee by reason of such breach, qualifications therein referring to “material”, “Material Adverse Effect” and other qualifications of similar import or effect shall be payable by the Shareholders with respect to any claim under clause disregarded (a) of the Section 8.2 unless the Shareholder Representative is notified of such claim prior to the expiration of the applicable representation or warranty in accordance with Section 8.1. As security but, for the performance by the Shareholders avoidance of their indemnification obligations under this Section 8.2doubt, the Holdback Amount qualifications referring to “Knowledge” or specified dollar amounts or dates or periods shall not be deposited into the Indemnity Escrow Account to be held and distributed in accordance with this Agreement and the Escrow Agreementdisregarded).

Indemnification of Parent. From and (a) The Company Holders agree that, after the ClosingEffective Time, Parent, the Shareholders Surviving Corporation, the Company and the Optionees shall indemnify their respective Affiliates and hold harmless Parent and its affiliates, successors and assigns, and the respective any officers, directors, managers, employees and or agents of thereof (each of the foregoing, from and against any and all Damages actually incurred thereby or caused thereto based on, arising out of, or resulting from, or alleged by a third party to be based on or to have arisen out of or resulted from: (a) any breach of any of the representations or warranties made by Barrier in this Agreement or any exhibit, schedule, certificate, instrument, or other document pursuant to this Agreement (without giving effect to any materiality or Material Adverse Effect qualifier therein or any supplement to the Barrier Disclosure Schedule); (b) any breach or violation of, or failure to fully perform, any covenant, agreement or obligation of Barrier in this Agreement or any exhibit, schedule, certificate, instrument, or other document pursuant to this Agreement; (c) failure to pay any Transaction Costs as and when due; (d) any Liabilities for Taxes relating to taxable periods of the Companies ending on or before the Closing Date, and with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, for Taxes imposed on the Companies which are allocable to the portion of such period ending on the Closing Date (including, without limitation, Liabilities disclosed in Section 4.1(h) of the Barrier Disclosure Schedule“Buyer Indemnified Person”), but only to the extent of funds on deposit in the Indemnity Escrow shall, to the extent provided in this Article IX, be indemnified and held harmless from and against, any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, penalties, assessments, liabilities and out-of-pocket expenses incurred or paid, including reasonable attorneys’ fees, costs of investigation or settlement, other professionals’ and experts’ fees, and court or arbitration costs but specifically excluding, other than in the case of a Third-Party Claim, consequential damages or punitive and exemplary damages (hereinafter collectively referred to as “Damages”), to the extent such Liabilities for Taxes Damages are in excess determined by a Final Award, a final order of any reserves a court of competent jurisdiction or accruals established with respect thereto on written agreement of Parent and the face of the Final Closing Balance Sheet; (e) any Liabilities related to, arising Stockholder Representative to have arisen out of or associated with to have resulted from, in connection with, or by virtue of (i) facts or circumstances which constitute an inaccuracy (in the QMB Salecase of any such representation or warranty, the Canadian Companies, QMB Payment Co. or operation as of the Canadian Companies date of this Agreement or such earlier specified date as of which such representation or warranty was expressly made (each, an “Earlier Date Representation”) or, except for any Earlier Date Representation, as of and QMB Payment Co. prior to, as if made on and after the Closing Date; ), misrepresentation, false certification, breach of, default in, or failure to perform, any of the representations, warranties or covenants given or made by the Company in this Agreement or in the certificate delivered pursuant to Section 8.2(c)(i), as qualified by the Company Disclosure Schedules hereto (fcollectively, the “Company Breaches”), (ii) any Liabilities related toIndebtedness, arising out of Company Transaction Expense or associated with grants Closing Taxes to the extent it is not actually reflected in the Closing Indebtedness, Unpaid Company Transaction Expenses or attempts Closing Taxes used to grant options to purchase capital stock of Barrier without due authority determine the Merger Consideration, (iii) the matters set forth on Schedule 9.1(a) (the “Special Indemnified Matters”) or otherwise not in compliance with Barrier's Articles of Incorporation or Bylaws or applicable Law, including, without limitation, any claims by the recipients or intended recipients of such options; (giv) any Liabilities related to, arising out of or associated with deferred compensation arrangements between Barrier and Xxxxxx Xxxxxx and claim made by any payments by Barrier pursuant thereto; (h) any Liabilities related to, arising out of or associated with that certain lease, dated December 29, 1937, by and between California Packing Corporation, as lessor, and Amerada Petroleum Corporation, as lessee; and (i) any Liabilities related to, arising out of or associated with failures to file notices under Section 25102(0 of the California Corporations Code, if any, in connection with the issuance of capital stock of either Company. Notwithstanding the foregoing, (x) no indemnification shall be payable by the Shareholders under clause (a) of this Section 8.2 (except Non-Signatory Holders with respect to the Merger (including the treatment of the Merger as an Approved Sale, and a liquidation of the Company under the Company Charter), the Company Charter, this Agreement, the transactions contemplated hereby and thereby, the payment of expenses incurred by the Stockholder Representative as set forth herein, the provisions of, and method of determination, reduction, allocation, payment and post-Closing adjustment of the Merger Consideration provided for in Articles II and IX both generally and with respect to such Equity Securities and any breach claims and causes of actions and any rights it has under Section 262 of the DGCL (the “Non-Joinder Indemnified Matters” and, collectively with the other matters for which indemnification is provided in this Section 9.1(a), the “Company Indemnified Matters”). For purposes of determining whether there has been any Company Breach in respect of any representation or warranty in Section 4.1(j) or 4.1(s)) until the total of all such claims for indemnification exceed $100,000 (the "Threshold"), in which event Parent shall only be entitled to recover the Damages in excess of the Threshold, (y) the aggregate liability for indemnification obligations payable under this Section 8.2 shall not exceed the Holdback Amount and shall be payable solely out of the Indemnity Escrow Account, and (z) no indemnification shall be payable by the Shareholders other than with respect to any claim under clause (a) Qualified Representation), and for purposes of calculating the Section 8.2 unless the Shareholder Representative amount of Damages to which an Indemnitee is notified entitled as a result of any such claim prior to the expiration of the applicable Company Breach, such representation or warranty in accordance with Section 8.1shall not be deemed qualified or limited by any concept of “material,” “materiality,” “Company Material Adverse Effect” or other similar materiality qualification or limitations. As security for For the performance by the Shareholders avoidance of their indemnification obligations under doubt, no Buyer Indemnified Person will be entitled to be indemnified pursuant to this Section 8.29.1 for any amount of Damages to the extent such amount is actually reflected in the Closing Indebtedness, Unpaid Company Transaction Expenses or Closing Working Capital used to determine the Holdback Amount shall be deposited into the Indemnity Escrow Account to be held and distributed in accordance with this Agreement and the Escrow AgreementMerger Consideration.

Indemnification of Parent. From The Company and after Stockholders (solely with respect to claims made under this Article 10.1 prior to the Closing, the Shareholders ) jointly and the Optionees shall severally agree to indemnify and hold harmless Parent Parent, each of its Affiliates and each of its affiliatesand their respective members, successors and assignsmanagers, and the respective officerspartners, directors, managersofficers, employees employees, stockholders, attorneys and agents and permitted assignees (the “Parent Indemnitees”), against and in respect of each of the foregoing, from and against any and all Damages actually out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred thereby or caused thereto based on, arising out of, or resulting from, or alleged sustained by any Parent Indemnitee as a third party to be based on or to have arisen out result of or resulted from: in connection with (a) any breach breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations representations, warranties and covenants of the Company and/or the Stockholders contained herein or warranties made by Barrier in this Agreement any of the Additional Agreements or any exhibit, schedule, certificate, instrument, certificate or other document writing delivered pursuant to this Agreement (without giving effect to any materiality or Material Adverse Effect qualifier therein or any supplement to the Barrier Disclosure Schedule); hereto, (b) any actions by any third parties with respect to the Business (including breach of contract claims, violations of warranties, trademark infringement, privacy violations, torts and/or consumer complaints) for any period on or violation of, or failure prior to fully perform, any covenant, agreement or obligation of Barrier in this Agreement or any exhibit, schedule, certificate, instrument, or other document pursuant to this Agreement; the Closing Date (c) failure the violation of any Laws in connection with or with respect to pay any Transaction Costs as and when due; the operation of the Business on or prior to the Closing Date, (d) any Liabilities for Taxes relating to taxable periods claims by any employee of the Companies ending Company or any of its Subsidiaries with respect to any period or event occurring on or before prior to the Closing Date, and or relating to the termination of employee’s employment status in connection with the transactions contemplated by this Agreement, or the termination, amendment or curtailment of any employee benefit plans, (e) the failure of the Company or any of its Subsidiaries to pay any Taxes to any Taxing Authority or to file any Tax Return with any Taxing Authority with respect to taxable periods beginning before any Pre-Closing Period, or (f) any sales, use, transfer or similar Tax imposed on Parent or its Affiliates as a result of any transaction contemplated by this Agreement. The total payments made by the Closing Date Stockholders to the Parent Indemnitees with respect to Losses shall not exceed $15,000,000 (the “Indemnifiable Loss Limit”), except that the Indemnifiable Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection with breaches of Articles 4.15 (Properties; Title to the Company’s Assets), 4.25 (Employees), 4.26 (Employment Matters), 4.27 (Withholding), 4.28 (Employee Benefits and ending Compensation), 4.29 (Real Property), or 4.31 (Tax Matters). Notwithstanding anything set forth in this Article 10.1, any Losses incurred by any Parent Indemnitee arising out of the failure of any Stockholder to perform any covenant or obligation to be performed by such Stockholder at or after the Closing Date, for Taxes imposed on shall not, in any such case, be subject to or applied against the Companies which are allocable Indemnifiable Loss Limit. Any liability incurred by the Stockholders pursuant to the portion terms of such period ending on this Article 10.1 shall be paid solely by the Closing Date (including, without limitation, Liabilities disclosed in Section 4.1(h) return for cancellation of the Barrier Disclosure Schedule), but only Escrow Shares in accordance with the terms of the Escrow Agreement. Notwithstanding anything to the extent any such Liabilities for Taxes are in excess of any reserves or accruals established with respect thereto on the face of the Final Closing Balance Sheet; (e) any Liabilities related to, arising out of or associated with the QMB Salecontrary set forth herein, the Canadian Companies, QMB Payment Co. or operation of the Canadian Companies and QMB Payment Co. prior to, on and after the Closing Date; (f) any Liabilities related to, arising out of or associated with grants or attempts to grant options to purchase capital stock of Barrier without due authority or otherwise not in compliance with Barrier's Articles of Incorporation or Bylaws or applicable Law, including, without limitation, any claims by the recipients or intended recipients of such options; (g) any Liabilities related to, arising out of or associated with deferred compensation arrangements between Barrier and Xxxxxx Xxxxxx and any payments by Barrier pursuant thereto; (h) any Liabilities related to, arising out of or associated with that certain lease, dated December 29, 1937, by and between California Packing Corporation, as lessor, and Amerada Petroleum Corporation, as lessee; and (i) any Liabilities related to, arising out of or associated with failures to file notices under Section 25102(0 of the California Corporations Code, if any, in connection with the issuance of capital stock of either Company. Notwithstanding the foregoing, (x) no foregoing indemnification shall be payable by the Shareholders under clause (a) of this Section 8.2 (obligations except with respect to Articles 4.25 (Employees), 4.26 (Employment Matters), 4.27 (Withholding), 4.28 (Employee Benefits and Compensation), 4.29 (Real Property), and 4.31 (Tax Matters) shall be effective only if any breach Parent Indemnitee has suffered, incurred, sustained, or become subject to Losses in excess of any representation or warranty $150,000 in Section 4.1(j) or 4.1(s)) until the total of all such claims for indemnification exceed $100,000 aggregate (the "Threshold"“Deductible”), in which event it being understood that such Parent Indemnitee shall only be entitled to recover indemnification for such Losses to the Damages in excess of the Threshold, (y) the aggregate liability for indemnification obligations payable under this Section 8.2 shall not extent such Losses exceed the Holdback Amount and shall be payable solely out of the Indemnity Escrow Account, and (z) no indemnification shall be payable by the Shareholders with respect to any claim under clause (a) of the Section 8.2 unless the Shareholder Representative is notified of such claim prior to the expiration of the applicable representation or warranty in accordance with Section 8.1. As security for the performance by the Shareholders of their indemnification obligations under this Section 8.2, the Holdback Amount shall be deposited into the Indemnity Escrow Account to be held and distributed in accordance with this Agreement and the Escrow AgreementDeductible.