Common use of Indemnification of Sellers Clause in Contracts

Indemnification of Sellers. Parent, LuxCo and BHN, jointly and severally hereby agree to indemnify and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”) against and in respect of any Losses incurred or sustained by any Sellers Indemnitee as a result of any breach, inaccuracy or nonfulfillment or the alleged breach, of any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.

Indemnification of Sellers. ParentSynta hereby covenants and agrees to indemnify, LuxCo protect, defend and BHNsave harmless each Seller from and against any and all damages, jointly losses, liabilities, obligations, penalties, claims, litigation, demands, judgments, suits, actions, proceedings, costs, disbursements and severally hereby agree to indemnify expenses (including, without limitation, attorneys' expenses and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”disbursements) against and in respect of any Losses kind or nature whatsoever (a "Loss") which may at any time be imposed upon, incurred by or sustained by asserted or awarded against any Sellers Seller (an "Indemnitee") relating to, resulting from or arising out of the Stock Purchase Agreement or Principia's acquisition of the SBR Shares, provided such Loss was not due to the Indemnitee's willful misconduct. Indemnitee shall give to Synta notice in writing as a result soon as reasonably practicable under the circumstances of the commencement of any breachaction, inaccuracy suit or nonfulfillment proceeding or the alleged breach, of any claim threatened to be made against Indemnitee for which Indemnitee proposes to demand indemnification under this Section 7.2. Failure to notify Synta shall not relieve Synta from any liability which it may have to Indemnitee if such failure does not materially adversely affect Synta or its ability to defend any such action, suit or proceeding. With respect to any action, suit or proceeding as to which Indemnitee gives notice, Synta shall have the right to assume control of the representationsdefense, warranties and covenants compromise or settlement thereof, including at its own expense, employment of LuxCo contained hereincounsel reasonably satisfactory to Indemnitee, provided that the outcome includes the complete general release of the Indemnitee. The total payments made by ParentIn the event Synta does not notify Indemnitee in writing that it intends to assume control of such defense within thirty (30) days after Indemnitee has given Synta notice thereof, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees Indemnitee may undertake such defense. Synta shall not be entitled liable to indemnification pursuant indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action, suit or proceeding or claim threatened to this Section 10.2 unless and until the aggregate amount be made against Indemnitee effected without Synta's prior written consent. Synta shall not settle any action, suit or proceeding or threatened claim without Indemnitee's prior written consent. Neither Synta nor Indemnitee will unreasonably withhold its or his consent to any proposed settlement. Synta shall not be obligated to indemnify any Indemnitee for any consequential or other indirect damages of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything any kind other than as set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively7.2.

Indemnification of Sellers. Parent, LuxCo and BHN, jointly and severally hereby agree Purchaser agrees to indemnify and hold harmless Sellers, each Seller and all of its Affiliatesshareholders, and each of its members, managers, partnersofficers, directors, officersemployees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, employeeswithout limitation, attorneys those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Seller Indemnitees”), from and agents against any and permitted assignees all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Seller Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Sellers IndemniteesSeller Indemnified Liabilities”) against and in respect of any Losses ), incurred or sustained by any Sellers Seller Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any breachrepresentation or warranty made by Purchaser in this Agreement, inaccuracy or nonfulfillment or the alleged breach, (ii) any breach by Purchaser of any covenant, agreement or obligation of Purchaser contained in this Agreement. To the extent that the foregoing undertaking by Purchaser may be unenforceable for any reason, Purchaser shall make the maximum contribution to the payment and satisfaction of each of the representationsSeller Indemnified Liabilities that is permissible under applicable law. Notwithstanding the foregoing, warranties and covenants the liability of LuxCo contained herein. The total payments made by Parent, LuxCo Purchaser under this Section 8 for indemnification or BHN to Sellers Indemnitees contribution with respect to Losses any Seller Indemnified Liabilities shall not exceed be limited to an amount equal to the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled net proceeds paid by Purchaser in transactions made pursuant to this Agreement during the twelve (12) month period ending on the date on which any Seller makes a claim for indemnification for such Seller Indemnified Liabilities. Indemnification and/or contribution pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees 8 shall be entitled the exclusive remedy of Sellers for money damages as a result, or arising out of, or relating to indemnification for the total amount (i) any misrepresentation or breach of such Losses. Notwithstanding anything set forth any representation or warranty made by Purchaser in this Section 10.2Agreement of (ii) any breach by Purchaser of any covenant, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant agreement or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyPurchaser contained in this Agreement.

Indemnification of Sellers. Parent(a) From and after the Closing Date, LuxCo and BHN, jointly and severally hereby agree to indemnify and Buyer shall hold harmless Sellersand indemnify the Seller Indemnitees, from and against, and shall compensate and reimburse each of its Affiliatesthe Seller Indemnitees (without duplication) for, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”) against and in respect of any Losses Damages which are suffered or incurred or sustained by any Sellers Indemnitee of the Seller Indemnitees or to which any of the Seller Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with: (i) any inaccuracy in or breach of any breach, inaccuracy representation or nonfulfillment or warranty set forth in section 4 as of the alleged breach, date of this agreement; (ii) any material breach of any covenant or obligation of buyer set forth in this agreement; and (iii) any taxes attributable to the representations, warranties company for any tax year ending on or after the closing date and/or for any tax year beginning before and covenants ending after the closing date to the extent allocable (as determined in a manner consistent with section 5.3(a)) to the portion of LuxCo contained herein. such period ending on or after the closing date). (b) The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Seller Indemnitees shall not be entitled to indemnification pursuant to this recover any Damages under Section 10.2 unless and 7.3(a)(i) until such time as the aggregate cumulative amount of Losses to Sellers Indemnitees equals at least all Damages (including the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of Damages arising from such Losses. Notwithstanding anything set forth in this inaccuracy or breach and all other Damages under Section 10.2, any Losses 7.3(a)(i)) that have been directly or indirectly suffered or incurred by any Sellers Indemnitee arising out one or more of the failure Seller Indemnitees, or to which any one or more of Parentthe Seller Indemnitees has or have otherwise become subject, LuxCo or BHN exceeds $25,000 in the aggregate, in which case the Buyer shall be liable to perform any covenant or obligation Sellers only for the Damages in excess of such amount; provided, however, the limitation shall not apply to Section 4.4. (c) The Buyer's total liability under Section 7.3(a)(i) shall not, in the aggregate, exceed the Purchase Price with the Stock Consideration be performed by it at or after valued based on the closing price of the Buyer Common Stock on the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyDate.

Indemnification of Sellers. Parent, LuxCo and BHN, jointly and severally hereby agree to CTC shall indemnify and hold harmless SellersSellers (and each shareholder officer, each director, employee or agent of its Affiliatesthe Companies), and their respective estates, successors, and assigns (each of its members, managers, partners, directors, officers, employees, attorneys a "Seller Indemnified Party") from and agents against any and permitted assignees (the “Sellers Indemnitees”) against and in respect of any all Losses reasonably incurred or sustained by any Sellers Indemnitee such Seller Indemnified Party as a result of any breachof: (a) the untruth, inaccuracy or breach of any representation or warranty made by the CTC in the Agreement; (b) the nonfulfillment or the alleged breach, breach of any covenant, agreement or obligation of CTC contained in the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo Agreement; and (c) any debts or BHN other liabilities owed to Sellers Indemnitees any person or firm with respect to Losses goods or services ordered or purchased by CTC after the Closing Date. Any other provision of this Article notwithstanding, CTC's indemnity obligations to the Seller Indemnified Parties shall be subject to the following limitations: (1) CTC shall not exceed be obligated to indemnify any Seller Indemnified Party unless and until the Indemnifiable Loss Limittotal of all Losses incurred by the Seller Indemnified Parties exceeds the sum of Ten Thousand Dollars ($10,000.00), and (2) CTC shall have no obligation to indemnify any Seller Indemnified Party for Losses sustained by the Seller Indemnified Parties for such portion of the aggregate amount of all such Losses as exceeds the sum of Two Hundred Thousand Dollars ($200,000.00); provided, however, Sellers Indemnitees that no limitation will apply with respect to Losses relating to or arising under Section 8.2(c) of this Agreement. No indemnity shall not be entitled required with respect to indemnification any breach or alleged breach of any warranty or representation arising or occurring after such representation or warranty has expired pursuant to this the terms of Section 10.2 unless and until the aggregate amount of Losses 4.9, except as to Sellers Indemnitees equals at least the Basket, at which time, subject claims presented prior to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyexpiration.

Indemnification of Sellers. Parent(a) Purchaser agrees that, LuxCo and BHNafter the Closing, jointly and severally hereby agree subject to indemnify the limitations set forth in this Article VIII, Purchaser shall indemnify, defend and hold harmless Sellers, each of its Affiliates, and each of its members, managers, partnerstheir officers, directors, officersagents, employeesrepresentatives, attorneys and agents respective successors and permitted assignees assigns, and Xxxxxx Xxxxx and any Affiliate of Xxxxxx Xxxxx with respect to clause (iii) of this Section 8.2(a) (the “Sellers IndemniteesPurchaser-Indemnified Persons”), from and against any and all Damages arising out of or resulting from (i) against and any breach of any representation, warranty or covenant made by Purchaser in this Agreement or in any of the certificates or other instruments or documents furnished by Purchaser pursuant to Section 7.3(e)(i), (ii) the absence of any Landlord Approval (whether or not such Landlord Approval is deemed to have been obtained for purposes of Section 7.2(d)), or (iii) any guaranty entered into prior to the date of this Agreement, or any Lease entered into prior to the date of this Agreement as a co-tenant with a Company, by any Seller, Xxxxxx Xxxxx or any Affiliate of Xxxxxx Xxxxx, to the extent relating to any liability or other obligation of a Company arising after the Closing or reflected in the Closing Working Capital as finally determined pursuant to this Agreement (the “Purchaser Indemnified Items”). Any claim for indemnification made by a Purchaser-Indemnified Person under clause (i) of this Section 8.1 in respect of the Purchaser Indemnified Items must be asserted in a writing delivered to Purchaser by no later than the Survival Date. The aggregate liability of Purchaser on account of all Purchaser Indemnified Items pursuant to clause (i) of this Section 8.2(a) shall be limited to the amount of the Limited Indemnity Cap, and claims for Damages in respect of Purchaser Indemnified Items shall be limited to such amount, whether the Purchaser-Indemnified Person in question is a Seller or another Purchaser-Indemnified Person. In addition, the indemnification provided for in clause (i) of this Section 8.2(a) in respect of the Purchaser Indemnified Items shall not apply unless and until the aggregate Damages determined to be due for which one or more Purchaser-Indemnified Persons seeks or has sought indemnification hereunder in respect of Purchaser Indemnified Items exceeds the Deductible, in which event the Purchaser-Indemnified Persons shall, subject to the other limitations herein, be indemnified for such Damages to the extent in excess of the Deductible. (b) In view of the Deductible, and solely for purposes of determining the amount of any Losses incurred Damages, the representations and warranties of Purchaser set forth in this Agreement (or sustained in any instrument, certificate or affidavit delivered at the Closing with respect thereto) shall be considered without regard to any qualification based on materiality or “material adverse effect” set forth therein. (c) The amount to which a Purchaser-Indemnified Person may become entitled under this Article VIII shall be net of any actual recovery (whether by way of payment, discount, credit, off-set, counterclaim or otherwise) received from a third party (including any insurer) less any cost associated with receiving such recovery in respect of a claim. To the extent that insurance, “pass-through” warranty coverage from a manufacturer or other form of recovery or reimbursement from a third party is available to any Purchaser-Indemnified Person to cover any item for which indemnification may be sought hereunder, Sellers Indemnitee shall, or shall cause each other Purchaser-Indemnified Person to, on a timely and expeditious basis, use commercially reasonable efforts to effect recovery under applicable insurance policies and warranties, and use commercially reasonable efforts to pursue to conclusion available remedies or causes of action to recover the amount of its claim as may be available from such other party; provided that the availability of a potential recovery against such a third party shall not affect any Seller’s right to make a claim for indemnity pursuant to this Section 8.2. To the extent of any indemnification with respect to any claim referred to in the previous sentence, Sellers shall assign, and Sellers shall cause each other Purchaser-Indemnified Person to assign, to Purchaser, to the fullest extent allowable, its claim against such insurance, warranty coverage or third-party claim, or in the event assignment is not permissible, but Sellers or the other Purchaser-Indemnified Person in question is nonetheless permitted to pursue such claim on Purchaser’s behalf, Sellers shall pursue, or shall cause such other Purchaser-Indemnified Person to pursue, such claim, at Purchaser’s direction and expense and without additional out-of-pocket expense to any Purchaser-Indemnified Person, with any recovery thereon to be transmitted promptly to Purchaser upon receipt. To the extent that indemnification has not been paid on account of any such claim, any Purchaser-Indemnified Person may pursue recovery against such insurance warranty coverage or third party and shall be entitled to retain all recoveries made as a result of any breachsuch action. In addition, inaccuracy or nonfulfillment or the alleged breach, amount to which the Purchaser-Indemnified Persons may become entitled under this Article VIII shall be net of any Tax benefits theretofore realized by Sellers and their Affiliates in respect of the representationsDamages to be indemnified hereunder, warranties and covenants as and when a Seller or any of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with its Affiliates realizes any Tax benefits in respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, howeverof Damages theretofore indemnified hereunder, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate pay Purchaser an amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject equal to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such LossesTax benefit so realized. Notwithstanding anything set forth in this Section 10.2Sellers shall furnish Purchaser with such information respecting the assets, business and financial records of Sellers relating to any Losses incurred by any Sellers Indemnitee arising out such claims as Purchaser may, from time to time, reasonably request and at the sole cost and expense of the failure of Parent, LuxCo Purchaser. (d) Each Purchaser-Indemnified Person shall be responsible for taking or BHN to perform any covenant or obligation causing to be performed by it at or taken reasonable steps to mitigate its Damages upon and after the Closing Date including payment becoming aware of the Purchase Price, shall not any event that could reasonably be subject expected to or applied against the Indemnifiable Loss Limit or the Basket, respectivelygive rise to Damages that may be indemnifiable under this Article VIII.

Indemnification of Sellers. ParentFrom and after the Closing, LuxCo and BHNsubject to the provisions of this ARTICLE 10, jointly and severally hereby agree to Buyer shall indemnify and hold harmless Sellers, each of its their partners and their respective Affiliates, and each of its members, managers, partnersand their officers, directors, officers, employees, attorneys employees and agents and permitted assignees (the “Sellers Seller Indemnitees”) against and in respect hold them harmless from any Losses suffered or incurred by the Seller Indemnitees to the extent such Losses arise from or relating to: (i) a breach of any Losses incurred representation or sustained by warranty of Buyer contained in this Agreement, or any Sellers Indemnitee as certificate delivered in connection herewith; (ii) a result breach of any breachcovenant or agreement by Buyer contained in this Agreement requiring performance by Buyer prior to the Closing or by Buyer or Target and the Transferred Partnerships after the Closing; (iii) any and all Post-Closing Taxes; or (iv) the operation of the business of Buyer, inaccuracy or nonfulfillment Target or the alleged breachTransferred Partnerships following the Closing or actions taken by Buyer or Target or the Transferred Partnerships at (after Target is owned by Buyer) or after the Closing. (a) Notwithstanding anything to the contrary set forth in this Agreement, of any of even if a Seller Indemnitee would otherwise be entitled to indemnification for a Loss pursuant to this Agreement, the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Seller Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and for such Loss until the aggregate amount of all Losses eligible for indemnification pursuant to Sellers Indemnitees equals at least this Agreement exceeds on a cumulative basis the BasketThreshold, at in which time, event (subject to the Indemnifiable provisions of Section 10.03(b) below), Buyer shall be required to pay or be liable for all such Losses from the first dollar. (b) Notwithstanding anything to the contrary set forth in this Agreement, even if a Seller Indemnitee would otherwise be entitlement to indemnification for a Loss Limitpursuant to this Agreement, the Sellers Seller Indemnitees shall not be entitled to indemnification for to the total extent such Loss in the aggregate amount of such Losses. Notwithstanding anything set forth in all Losses eligible for indemnification pursuant to this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of Agreement exceeds the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyCap.

Indemnification of Sellers. ParentSubject to the limitations contained in this Article IX, LuxCo from and BHNafter the Closing, the Buyers, jointly and severally hereby severally, agree to indemnify indemnify, defend and hold harmless Sellers, each of its Affiliates, the Sellers and each of its members, managers, partnerstheir respective officers, directors, officers, employees, attorneys Affiliates, successors and agents assigns (each, a “Seller Indemnified Party” and permitted assignees (together, the “Sellers IndemniteesSeller Indemnified Parties”) against from and against, and will pay to the Seller Indemnified Parties the amount of, any Damages arising, directly or indirectly, from or in respect connection with: (i) any Breach of any Losses incurred representation or sustained warranty made by Buyers in Article VI of this Agreement; (ii) any Breach by any Sellers Indemnitee Buyer of any of their respective covenants, agreements or obligations under this Agreement; (iii) any Damages incurred by a Seller Indemnified Party under the Parent Company Guarantee, except to the extent that such Damages arise from events occurring prior to the Effective Time or are otherwise caused by the Sellers’ actions, including the Sellers’ occupancy of a portion of the premises subject to the Northbelt Lease Agreement; (iv) any Damages incurred by a Seller Indemnified Party with respect to the Existing Bonds as a result of action or inaction occurring from or after the Effective Time; (v) any breachDamages incurred by a Seller Indemnified Party with respect to the matter set forth on Section 4.12(a) of the Disclosure Schedule and defined thereon as the “Buyer Special Indemnity Matter”, inaccuracy and (vi) any Damages incurred by the Seller Indemnified Parties as a result of Buyers’ or nonfulfillment or the alleged breach, of its Affiliates’ obligation to reimburse any of the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses shall not exceed Seller Indemnified Parties for any worker’s compensation claims included within the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyInsurance Reserve.

Indemnification of Sellers. ParentFrom and after the Closing, LuxCo and BHNParent shall indemnify, jointly and severally hereby agree to indemnify defend and hold harmless SellersSellers and their respective agents (collectively, each of its Affiliates, and each of its members, managers, partners, directors, officers, employees, attorneys and agents and permitted assignees (the “Sellers IndemniteesSeller Parties”) against harmless from any and in respect of all Losses that any Losses incurred Seller suffers or sustained by any Sellers Indemnitee incurs as a result of or relating to: (a) the inaccuracy, misrepresentation or breach of any breachrepresentation or warranty made by Buyers in this Agreement; (b) the breach of any covenant or agreement made by Buyers in this Agreement or pursuant hereto; or (c) any and all expenses incident to any and all Losses with respect to which indemnification is provided hereunder; provided, inaccuracy that no Seller will be entitled to indemnification for any Losses for which the Buyer Parties are entitled to indemnification under Section 7.1; and provided further, that except with respect to (i) the inaccuracy, misrepresentation or nonfulfillment breach or the alleged breachinaccuracy, of any misrepresentation or breach of the representationsrepresentations and warranties set forth in Sections 4.1 (Organization), warranties 4.2 (Authority; Enforceability), 4.10 (Parent Common Stock), or Section 10.3 (Brokers); or (ii) any fraud or intentional or criminal misconduct by Buyers in connection with this Agreement, the documents executed in connection herewith or the Contemplated Transactions, in the case of clauses (i) and covenants of LuxCo contained herein. The total payments made by Parent(ii) for which no such limitation will apply, LuxCo or BHN to (A) the Sellers Indemnitees with respect to Losses shall not exceed the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled to indemnification pursuant to under paragraph (a) of this Section 10.2 7.2 unless and until the aggregate amount of all Losses for which indemnification is sought by the Seller Parties pursuant to Sellers Indemnitees equals at least the Basket, at which time, subject such paragraph exceeds an amount equal to the Indemnifiable Loss Limit, Deductible in which case the Sellers Indemnitees Seller Parties shall be entitled to indemnification only for the total amount of such Lossesall Losses greater than the Deductible; and (B) the maximum aggregate liability for which the Seller Parties shall be entitled to indemnification under paragraph (a) of this Section 7.2 is an amount equal to the Cap. Notwithstanding anything herein to the contrary, no Buyer shall be liable for, or obligated to pay, any Seller Party any Losses arising under Section 7.2(a) (except with respect to (x) the inaccuracy, misrepresentation or breach or the alleged inaccuracy, misrepresentation or breach of the representations and warranties set forth in Sections 4.1 (Organization), 4.2 (Authority; Enforceability), or Section 10.3 (Brokers); or (y) any fraud or intentional or criminal misconduct by Buyers in connection with this Section 10.2Agreement, any the documents executed in connection herewith or the Contemplated Transactions, in the case of clauses (x) and (y) for which no such limitation will apply) to the extent such Losses incurred by any Sellers Indemnitee are less than or equal to the De Minimis Basket; provided, that for the purposes of calculating Losses and evaluating whether such Losses exceed the De Minimis Basket, all Losses arising out of, or in connection with, a series of the failure of Parent, LuxCo related events or BHN to perform any covenant or obligation to circumstances shall be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyaggregated.

Indemnification of Sellers. Parent, LuxCo and BHN, jointly and severally hereby agree Purchaser agrees to indemnify and hold harmless Sellers, each Seller and all of its Affiliatesshareholders, and each of its members, managers, partnersofficers, directors, officersemployees and direct or indirect investors and any of the foregoing persons' agents or other representatives (including, employeeswithout limitation, attorneys those retained in connection with the transactions contemplated by this Agreement) (collectively, the "SELLER INDEMNITEES"), from and agents against any and permitted assignees all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Seller Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the “Sellers Indemnitees”) against and in respect of any Losses "SELLER INDEMNIFIED LIABILITIES"), incurred or sustained by any Sellers Seller Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any breachrepresentation or warranty made by Purchaser in this Agreement, inaccuracy or nonfulfillment or the alleged breach, (ii) any breach by Purchaser of any covenant, agreement or obligation of Purchaser contained in this Agreement. To the extent that the foregoing undertaking by Purchaser may be unenforceable for any reason, Purchaser shall make the maximum contribution to the payment and satisfaction of each of the representationsSeller Indemnified Liabilities that is permissible under applicable law. Notwithstanding the foregoing, warranties and covenants the liability of LuxCo contained herein. The total payments made by Parent, LuxCo Purchaser under this Section 8 for indemnification or BHN to Sellers Indemnitees contribution with respect to Losses any Seller Indemnified Liabilities shall not exceed be limited to an amount equal to the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees shall not be entitled net proceeds paid by Purchaser in transactions made pursuant to this Agreement during the twelve (12) month period ending on the date on which any Seller makes a claim for indemnification for such Seller Indemnified Liabilities. Indemnification and/or contribution pursuant to this Section 10.2 unless and until the aggregate amount of Losses to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees 8 shall be entitled the exclusive remedy of Sellers for money damages as a result, or arising out of, or relating to indemnification for the total amount (i) any misrepresentation or breach of such Losses. Notwithstanding anything set forth any representation or warranty made by Purchaser in this Section 10.2Agreement of (ii) any breach by Purchaser of any covenant, any Losses incurred by any Sellers Indemnitee arising out of the failure of Parent, LuxCo or BHN to perform any covenant agreement or obligation to be performed by it at or after the Closing Date including payment of the Purchase Price, shall not be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectivelyPurchaser contained in this Agreement.

Indemnification of Sellers. Parent, LuxCo and BHN, The Sellers jointly and severally hereby agree to indemnify and hold harmless Sellers, each of its Affiliates, Purchaser and each of its membersshareholders, managersofficers and directors against any loss, partnersdamage, directorsor expense, officers(including but not limited to reasonable attorneys' fees) ("Damages"), employees, attorneys and agents and permitted assignees (the “Sellers Indemnitees”) against and in respect of any Losses incurred or sustained by Purchaser or any Sellers Indemnitee of its shareholders, officers or directors as a result of (a) any breachbreach of any term, provision, covenant or agreement contained in this Agreement by the Sellers; (b) any inaccuracy or nonfulfillment or the alleged breach, of in any of the representations, representations or warranties made by the Sellers in Article II of this Agreement; (c) any liability or obligation of Sellers or any stockholder of Sellers not expressly assumed in writing by Purchaser; or (d) failure of Sellers and covenants Purchaser to comply with the provisions of LuxCo contained hereinany applicable Uniform Commercial Code provisions or similar laws and/or regulations relating to bulk sales. The total payments made indemnification obligations of the Sellers as set forth in this Article XI shall be subject to and limited by Parent, LuxCo or BHN to Sellers Indemnitees with respect to Losses the following: (a) Purchaser shall not exceed the Indemnifiable Loss Limit; providedbe entitled to indemnification pursuant to subparts (b), however, Sellers Indemnitees (c) or (d) of Section 11.01 until such time as its aggregate right to such indemnification exceeds $500,000 after which Purchaser will be entitled to such indemnification in excess of $500,000. Purchaser shall not be entitled to indemnification pursuant to this Section 10.2 unless 11.01 for amounts which, in the aggregate, exceed a $15,000,000 ceiling, except for indemnification claims in respect of a breach by any Seller of its representations and until the aggregate amount of Losses warranties set forth in Section 2.01, as to Sellers Indemnitees equals at least the Basket, at which time, subject to the Indemnifiable Loss Limit, the Sellers Indemnitees Purchaser shall not be entitled to indemnification pursuant to said Section 2.01 for amounts which, in the total amount aggregate, exceed the Purchase Price. Purchaser releases and discharges the Sellers from any further claims, obligations or liabilities for any losses, claims or Damages in excess of such Losses. Notwithstanding anything set forth in ceiling amounts. (b) Purchaser will not be entitled to indemnification pursuant to this Section 10.2Article XI: (i) with respect to consequential Damages consisting of business interruption or lost profits, or with respect to punitive Damages; (ii) with respect to any Losses incurred claim by or liability to any employee employed by Sellers Indemnitee arising as the result of the termination of such employee's employment with the Sellers or any action by Purchaser subsequent to the Closing Date; (iii) with respect to any obligation, liability or matter, including environmental remediation and clean-up, arising under laws, regulations or statutes that arise or are promulgated or announced after the Closing Date; and (iv) any obligation, liability or matter arising out of the failure information Purchaser discloses to any third party which disclosure is not required by applicable environmental laws or for which disclosure would not otherwise be reasonable business practice in accordance with Purchaser's past practices, without consideration of Parentindemnification under this Article XI. (c) Purchaser shall utilize all reasonable efforts, LuxCo or BHN consistent with normal practices and policies and good commercial practice, to perform any covenant or obligation mitigate Damages, including reasonably pursuing other available indemnity rights. (d) Any amounts payable under this Article XI shall be treated by Purchaser and Sellers as an adjustment to be performed by it at or after the Closing Date including payment of the Purchase Price, and shall not be calculated after giving effect to (i) any proceeds received for insurance policies covering the Damage, loss, liability or expense that is the subject to the claim for indemnity and (ii) the actual recognized tax benefit to the indemnitee resulting from the Damage, loss, liability or applied against expense that is the Indemnifiable Loss Limit subject of the indemnity as long as Purchaser and Seller are part of the same consolidated tax group; provided that to the extent that any tax benefit is recognized in a tax year other than the year in which the indemnity is paid, the indemnitee shall make a payment to the indemnitor in the amount of such recognized tax benefit in the year in which it is realized. For purposes hereof, an actual recognized tax benefit is an actual reduction in taxes payable or a refund of taxes previously paid. Without limiting clause (ii), the Baskettaking of a tax deduction in connection with any such Damage, respectivelyloss, liability or expense that is subject to a claim for indemnification shall be at the discretion of Purchaser.

Indemnification of Sellers. Parent, LuxCo and BHN, jointly and severally hereby agree to Purchaser shall indemnify and hold harmless SellersSellers (and each shareholder, each officer, director, employee or agent of its Affiliatesthe Companies), and their respective estates, successors, and assigns (each of its members, managers, partners, directors, officers, employees, attorneys a "Seller Indemnified Party") from and agents against any and permitted assignees (the “Sellers Indemnitees”) against and in respect of any all Losses reasonably incurred or sustained by any Sellers Indemnitee such Seller Indemnified Party as a result of any breachof: (a) the untruth, inaccuracy or breach of any representation or warranty made by the Purchaser in the Agreement; (b) the nonfulfillment or the alleged breach, breach of any covenant, agreement or obligation of Purchaser contained in the representations, warranties and covenants of LuxCo contained herein. The total payments made by Parent, LuxCo Agreement; and (c) any debts or BHN other liabilities owed to Sellers Indemnitees any person or firm with respect to Losses goods or services ordered or purchased by Purchaser after the Closing Date. Any other provision of this Article notwithstanding, Purchaser's indemnity obligations to the Seller Indemnified Parties shall not exceed be subject to the Indemnifiable Loss Limit; provided, however, Sellers Indemnitees following: (1) Purchaser shall not be entitled obligated to indemnification pursuant to this Section 10.2 indemnify any Seller Indemnified Party unless and until the total of all Losses incurred by the Seller Indemnified Parties exceeds the sum of Two Hundred Thousand Dollars ($200,000.00), and then only for the amount in excess of Two Hundred Thousand Dollars ($200,000.00), (2) Purchaser shall have no obligation to indemnify any Seller Indemnified Party for Losses sustained by the Seller Indemnified Parties for such portion of the aggregate amount of all Losses sustained by all Seller Indemnified Parties, collectively, as exceeds the sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00); and (3) paragraphs (1) and (2) of this sentence shall not apply with respect to Sellers Indemnitees equals at least the Basket, at which time, subject Purchaser's failure or refusal to the Indemnifiable Loss Limit, the Sellers Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 10.2, pay all or any Losses incurred by any Sellers Indemnitee arising out portion of the failure of Parent, LuxCo Asset Purchase Price or BHN to perform any covenant or obligation to be performed by it at or after the Closing Date including payment of the Real Estate Purchase Price, including, but not limited to, any amount due under the Note. No indemnity shall not be subject required with respect to any claim of breach or applied against alleged breach of any warranty or representation presented after such representation or warranty has expired pursuant to the Indemnifiable Loss Limit or terms of Section 4.9, except for claims of fraud to the Basket, respectivelyextent provided in Section 4.9.