Common use of Indemnification of the Buyer Clause in Contracts

Indemnification of the Buyer. Subject to the other provisions of this Article 7, from and after the Closing, the Seller agrees to indemnify the Buyer, the Company and each Subsidiary and hold each harmless against and in respect of any and all damages, claims, demands, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney's fees and any expenses resulting from the enforcement of this indemnity (collectively, "LOSSES"), which arise or result from any breach of any of the representations or warranties of the Seller contained in Articles 2 or 3 of this Agreement or contained in any certificate delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a Schedule to this Agreement (e.g. the Material Contracts Schedule), it is not the intent of the parties that the prior sentence would broaden the scope of the disclosures required to be set forth on such schedule. Notwithstanding the foregoing or any other term in this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyer, the Company or any Subsidiary for breach of any representation or warranty or any pre-Closing covenant or pre-Closing agreement shall be limited and qualified as follows:

Indemnification of the Buyer. Subject to the other provisions terms of this Article 7VII, from and after the Closing, the Seller agrees to shall indemnify and hold the Buyer, Buyer and its Affiliates (including for avoidance of doubt the Company Entities) and each Subsidiary their respective directors, officers, employees, consultants, financial advisors, counsel, accountants and hold each harmless against other agents or representatives and in respect of any their successors and all damages, claims, demands, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney's fees and any expenses resulting from the enforcement of this indemnity assigns (collectively, "LOSSES")the “Buyer Indemnified Parties”) harmless from and against all Losses (and, which in the case of the Patent Disputes, any license fee payments or similar payments made to third parties) incurred or sustained by or imposed upon the Buyer Indemnified Parties that arise or result from (a) any breach of any of the representations or warranties of the Seller contained in Articles 2 Article II or 3 Article III of this Agreement or contained in any certificate delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached hereto (other than those set forth determined in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in this Agreement shall be interpreted all cases without giving effect to any limitations or qualifications as to "“material”, “materiality" (including”, without limitation“in any material respect”, the word "material") or "“material adverse effect”, “Company Material Adverse Effect." For greater certainty” or any similar qualification or words of similar import or other similar qualifiers contained therein, where a representation or warranty requires other than in the Seller to set forth certain items on a Schedule to this Agreement (e.g. case of the Material Contracts Schedulerepresentations and warranties contained in Section 2.7, Section 2.8(a), it the definitions of “Material Leases”, “Material Contracts” and “Material Vendors”), (b) any breach or non-fulfillment by the Company Entities of any covenant or agreement contained herein that is not the intent of the parties that the prior sentence would broaden the scope of the disclosures required to be performed prior to the Closing, (c) failure to complete the Reorganization in all material respects in accordance with the steps set forth on such schedule. Notwithstanding out in Exhibit H, (d) any breach or non-fulfillment by the foregoing Seller of any covenant or any other term agreement contained herein, (e) the lease dispute described in this Agreementitem 1 of Company Disclosure Schedule 2.10(c) (the “Ohio Lease Dispute”) or the lease dispute described in the last paragraph of Company Disclosure Schedule 2.10(a) (the “Utah Lease Dispute” and together with the Ohio Lease Dispute, the obligation of the Seller to indemnify or hold harmless the Buyer“Lease Disputes”), the patent dispute described in item 3 of Company Disclosure Schedule 2.12(e) (the “Helfrich Dispute”) or any Subsidiary for breach the patent dispute described in item 1 of any representation Company Disclosure Schedule 2.00(x) (the “Revitalization Partners Dispute” and together with the Helfrich Dispute, the “Patent Disputes”), or warranty or any pre-(f) a Seller Benefit Plan, other than xxxx xxspect to Liabilities included in the calculation of Closing covenant or pre-Closing agreement Net Working Capital. The Buyer Indemnified Parties’ right to make claims under this Section 7.2, and under Section 5.7(g), shall be limited subject to the following limitations and qualified as followsconditions:

Indemnification of the Buyer. Subject (a) The Sellers, jointly and severally agree to indemnify and hold harmless the other provisions of this Article 7Buyer and its directors, officers, employees, owners, agents and affiliates from and after the Closing, the Seller agrees to indemnify the Buyer, the Company and each Subsidiary and hold each harmless against and in respect of any and all liabilities, damages, claims, demandsdeficiencies, assessments, losses, suits, proceedings, actions, investigations, penalties, interest, costs and expenses, costs, obligations and liabilities, including without limitation limitation, reasonable attorney's fees and any expenses resulting from of counsel, amounts paid in settlement and reasonable costs of investigation (whether suit is instituted or not and, if instituted, whether at the enforcement of this indemnity trial or appellate level) (collectively, the "LOSSESLiabilities"), which arise but solely to the extent that such Liabilities have not been reflected on the Audit Report, whether in law or result equity, arising from or in connection with (i) the failure of any representation of the Sellers contained in this Agreement or in any document delivered in connection herewith to be true and correct; (ii) any breach or violation of any of the representations warranties, covenants or warranties agreements of the Seller Sellers contained in Articles 2 or 3 of this Agreement or contained in any certificate document delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached in connection herewith; (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilitiesiii) or 3.7 (Absence of Certain Changes)) and the amount of the related LossesMRI Shortfall and Bank MRI Shortfall (as defined in Section 5.1); or (iv) the record or beneficial ownership by Xxxxxx Xxxxxxx at any time of any equity interest in the Company, the representations and warranties of the Seller contained in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including, without limitation, the word disposition or redemption of any such equity interest, and all transactions arising out of, in connection with, or in any way relating to any such equity interest or the disposition or redemption thereof and Xxxxxx Xxxxxxx'x dissassociation with the Company (a "materialXxxxxxx Claim"); provided, however, that any and all Liabilities of the Sellers under this Section 4.2(a) or shall be satisfied solely from the Escrow Fund (the "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a Schedule to this Agreement (e.g. the Material Contracts ScheduleCap"), it provided further, however, that the Cap shall not apply to (A) any Liabilities arising from or relating to Taxes or violations of Environmental Laws; (B) the extent that any such Liability is not found, in a final unappealable judgment by a court of competent jurisdiction to have arisen from or related to the Sellers' willful bad faith, willful misconduct or gross negligence with an intent to defraud; and (C) any Liabilities arising from or relating to a Xxxxxxx Claim. For purposes of valuing the Guardian Shares comprising the Escrow Fund in respect of an indemnity claim hereunder, each Guardian Share shall now and hereafter be valued at the Guardian Market Value as determined at the time of the parties that the prior sentence would broaden the scope of the disclosures required to be set forth on such schedule. Notwithstanding the foregoing or any other term in this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyer, the Company or any Subsidiary for breach of any representation or warranty or any pre-Closing covenant or pre-Closing agreement shall be limited and qualified as follows:Closing.

Indemnification of the Buyer. Subject to The Sellers, severally and not jointly, shall indemnify and hold harmless the other provisions of this Article 7Buyer (and its Affiliates and their respective directors, officers and agents) from and after the Closing, the Seller agrees to indemnify the Buyer, the Company and each Subsidiary and hold each harmless against and in respect of any and all damages, claims, demands, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney's fees and any expenses resulting from the enforcement Losses arising out of this indemnity or incurred with respect to (collectively, "LOSSES"), which arise or result from a) any breach of any of the such Seller's representations or and warranties of the Seller contained in Articles 2 or 3 of this Agreement or contained in any certificate delivered by the Seller pursuant to this AgreementSchedule, or the failure (b) any breach of the Company's representations and warranties in this Agreement or any Schedule, (c) the breach or nonperformance of any covenant or obligation to be performed by such Seller to perform hereunder or under any of its covenants Schedule or agreements contained herein. For purposes of determining whether any agreement executed in connection herewith, (d) except as otherwise provided in Section 9.7, any Tax (including any income Tax or not a representation any sales or warranty use or similar Tax) of the Seller has been breached Company or any Subsidiaries attributable to any Pre-Closing Tax Period, including any failure to pay or fully pay such Tax, (e) any indemnification obligations of the Company or its Subsidiaries under their relevant certificates or articles of incorporation, by laws or other organizational documents or under any contract or agreement or under any applicable statute or law with respect to officers (to the extent such officers are employees of Harbour Group Industries, Inc. or its Affiliates (other than those set forth in Sections 3.5 (Financial Statementsthe Company or any Subsidiary), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence directors of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a Schedule to this Agreement (e.g. the Material Contracts Schedule), it is not the intent of the parties that the prior sentence would broaden the scope of the disclosures required to be set forth on such schedule. Notwithstanding the foregoing or any other term in this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyer, the Company or any Subsidiary prior to the Closing, (f) any Excess Assumed Historic Acquisition Liability Amount and (g) except to the extent fully covered by insurance (it being understood that a party's liability for deductibles, co-payments or amounts in excess of policy limits constitute such party's not being "fully covered" for this purpose) and subject to such other conditions set forth thereon, the matters listed on SCHEDULE 8.2. Notwithstanding the foregoing, except for any breach of any representation the representations and warranties in Sections 2.1, 2.2, 2.3, 2.6, 3.1(a) (first sentence only), 3.1(b), 3.1(c), 3.3, 3.4, 3.12 and 3.16, the liability of the Sellers for breaches of representations and warranties under Section 8.2(a) or warranty or any pre-Closing covenant or pre-Closing agreement 8.2(b) of this Agreement shall be limited and qualified as follows:: (i) the Sellers shall have no liability for any such breaches until (A) the aggregate of all Losses arising out of any Claim exceeds the Minimum Claim Amount and (B) the aggregate of all such Losses exceeds Seven Hundred Thousand Dollars ($700,000) and then only for the amount of such Losses in excess of Three Hundred Fifty Thousand Dollars

Indemnification of the Buyer. Subject to the other provisions of limits set forth in this Article 7Section 10.1, from and after the Closing, the Seller agrees each Indemnifying Stockholder agrees, severally but not jointly and in accordance with their respective Indemnity Percentage set forth in Schedule A opposite such Indemnifying Stockholder’s name, to indemnify indemnify, defend and hold each of the Buyer, Newco, its Affiliates (including, after the Effective Time, the Company and each Subsidiary the Subsidiaries) and hold each their respective officers, directors, stockholders, employees, agents and representatives (the “Buyer Indemnified Persons”) harmless against from and in respect of any and all losses, damages, claims, demands, losses, expenses, costs, obligations costs and liabilities, reasonable expenses (including without limitation reasonable attorney's fees and any expenses resulting from of counsel including both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this indemnity provision, whether or not related to a Third Party Claim) (collectively, "LOSSES"“Losses”), which arise that they may incur arising out of or result from due to (i) any breach of any of the representations or warranties of the Seller contained in Articles 2 or 3 of this Agreement or contained in any certificate delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a Schedule to this Agreement (e.g. the Material Contracts Schedule), it is not the intent of the parties that the prior sentence would broaden the scope of the disclosures required to be set forth on such schedule. Notwithstanding the foregoing or any other term in this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyer, the Company or any Subsidiary for breach of any representation or warranty of the Company or of the Indemnifying Stockholder contained in this Agreement, (ii) breach of any covenant of the Company or of such Indemnifying Stockholders contained in this Agreement, (iii) liabilities of the Company, any Subsidiary or any pre-Closing covenant Indemnifying Stockholder for any investment banker’s, broker’s or pre-Closing agreement shall be finder’s fees (including any fees of Updata Capital, Inc.) or other fees and expenses, including, but not limited to, legal fees and qualified as follows:expenses incurred by the Company, any Subsidiary or the Stockholders in connection with the transactions contemplated by this Agreement, (iv) the Reserved Litigation Matters and (v) any Loss related to a failure to comply with any notice provision contained in a Company Stock Option or Warrant.

Indemnification of the Buyer. Subject After the Closing, each Seller, severally and not jointly, shall indemnify and hold harmless the Buyer and its Affiliates (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses arising out of, related to or incurred with respect to (i) any breach of any representation or warranty made by such Seller in this Agreement or in any Schedule or certificate delivered at the other provisions Closing, (ii) on a pro-rata basis in accordance with such Seller’s Fraction, with respect to any breach of any representation or warranty made by the Company in this Article 7Agreement or in any Schedule or certificate delivered at the Closing, from or (iii) the breach or nonperformance of any covenant or obligation to be performed by such Seller hereunder. From and after the Closing, the Seller agrees to indemnify the Buyer, the Company and each Subsidiary and hold each harmless against and in respect of any and all damages, claims, demands, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney's fees and any expenses resulting from the enforcement of this indemnity (collectively, "LOSSES"), which arise or result from any breach of any liability of the representations or warranties of the Seller contained in Articles 2 or 3 of this Agreement or contained in any certificate delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in Sellers under this Agreement shall be interpreted without giving effect limited as follows: (x) except in connection with fraud or any Key Rep, the Sellers shall have no liability under Sections 8.2(i) and 8.2(ii) for any individual Loss of $5,000 or less, and (B) until the aggregate of all Losses claimed by the Buyer Indemnified Parties pursuant to Sections 8.2(i) and 8.2(ii) exceeds One Hundred Thousand dollars ($100,000) (the “Threshold”), whereupon the total amount of such Losses exceeding the Threshold shall be recoverable by the Buyer Indemnified Parties in accordance with the terms hereof; and (y) except in connection with fraud, the Tax Rep, or any Key Rep, the aggregate liability of the Sellers after Closing for all Losses claimed by the Buyer Indemnified Parties pursuant to Sections 8.2(i) and 8.2(ii) shall not exceed the Escrow Amount. From and after the Closing, in the absence of fraud, (A) the aggregate liability of each Seller under this Agreement for Losses claimed by the Buyer Indemnified Parties relating to any limitations or qualifications as to "materiality" breach by the Company of the Tax Rep shall not exceed the sum of (includingx) such Seller’s portion of the then unapplied Escrow Amount plus (y) $500,000.00, without limitation, and (B) the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the aggregate liability of each Seller to set forth certain items on a Schedule to under this Agreement (e.g. for Losses claimed by the Material Contracts Schedule), it is Buyer Indemnified Parties for Losses relating to any breach by such Seller of any Key Rep shall not the intent exceed such Seller’s portion of the parties that the prior sentence would broaden the scope of the disclosures required to be set forth on such schedule. Notwithstanding the foregoing or any other term in this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyer, the Company or any Subsidiary for breach of any representation or warranty or any pre-Closing covenant or pre-Closing agreement shall be limited and qualified as follows:Purchase Price.

Indemnification of the Buyer. Subject to the other provisions of this Article 7Seller shall, from and after the Closing, the Seller agrees to indemnify defend, indemnify, and hold harmless the Buyer, the Company and each Subsidiary its officers, directors, stockholders and hold each harmless against Affiliates (collectively "Buyer Indemnified Parties") from, against, for and in respect of and pay any and all damagesLosses suffered, claimssustained, demands, losses, expenses, costs, incurred or required to be paid by Buyer Indemnified Parties by reason of (i) any and all obligations and liabilitiesliabilities of Seller, including without limitation reasonable attorney's fees other than obligations arising and any expenses resulting from required to be performed under the enforcement of this indemnity Assumed Liabilities after the Closing; (collectively, "LOSSES"), which arise or result from ii) any breach of any representation, warranty, covenant or agreement of the representations or warranties of the Seller contained in Articles 2 or 3 of this Agreement or contained in any certificate delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in this Agreement shall or any other Seller Document, (iii) the enforcement by any Buyer Indemnified Party of any of its rights under this Section 8.2 or any other indemnification covenant contained in this Agreement or any other Seller Document, (iv) any claims, suits, actions, complaints, allegations or demands which have been or may be interpreted without giving effect brought against either Seller or the Buyer, or any of its Affiliates and any of their respective officers, directors, employees or agents with respect to infringement of or by the Intellectual Property; (v) any limitations failure to comply with the laws relating to bulk transfers or qualifications fraudulent conveyances applicable to the transaction contemplated by this Agreement; (vi) the Excluded Liabilities, provided, however, that no claim may be brought in connection with any demands of customers for chargebacks, credits, discounts, deductions, allowances, or to make xxxx-down or similar payments, unless such demands arise from claims of the customer which are both (A) specifically related to goods shipped prior to September 1, 2002 or those certain goods shipped between September 1, 2002 and September 10, 2002 as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a in Schedule 1.1(x) and (B) specifically related to this Agreement (e.g. the Material Contracts Schedule)markdown allowances, it is not the intent credits or discounts agreed to by Seller or overbilling of the parties that the prior sentence would broaden the scope of the disclosures required to be $70,000 agreed upon by Seller as set forth on Schedule 8.2. Such $70,000 has been deducted by the Buyer from the Purchase Price. Seller represents that, to its Knowledge, except as set forth on Schedule 8.2, there are no other such schedule. Notwithstanding the foregoing markdown allowances, credits or any other term in this Agreement, the obligation of the Seller discounts agreed to indemnify or hold harmless the Buyer, the Company or any Subsidiary for breach of any representation or warranty or any pre-Closing covenant or pre-Closing agreement shall be limited and qualified as follows:by Seller.

Indemnification of the Buyer. Subject to the other provisions of this Article 7The Sellers shall, from and after the Closing, the Seller agrees to indemnify the Buyerdefend, the Company indemnify, and each Subsidiary and hold each harmless against and in respect of any and all damages, claims, demands, losses, expenses, costs, obligations and liabilities, including without limitation reasonable attorney's fees and any expenses resulting from the enforcement of this indemnity (collectively, "LOSSES"), which arise or result from any breach of any of the representations or warranties of the Seller contained in Articles 2 or 3 of this Agreement or contained in any certificate delivered by the Seller pursuant to this Agreement, or the failure of the Seller to perform any of its covenants or agreements contained herein. For purposes of determining whether or not a representation or warranty of the Seller has been breached (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) and the amount of the related Losses, the representations and warranties of the Seller contained in this Agreement shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a Schedule to this Agreement (e.g. the Material Contracts Schedule), it is not the intent of the parties that the prior sentence would broaden the scope of the disclosures required to be set forth on such schedule. Notwithstanding the foregoing or any other term in this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyer, and its members, managing members, consultants and affiliates (collectively “Buyer Indemnified Parties”) from, against, for and in respect of and pay any and all Losses suffered, sustained, incurred or required to be paid by the Company or Buyer by reason of (i) any Subsidiary for and all obligations and liabilities of Sellers, other than obligations arising and required to be performed under the Assumed Contracts after the Closing; (ii) any breach of any representation representation, warranty, covenant or warranty agreement of Sellers contained in this Agreement or any pre-Closing other Sellers’ Documents, (iii) the enforcement by any Buyer Indemnified Party of any of its rights under any other indemnification covenant contained in this Agreement or pre-Closing agreement any other Sellers’ Documents, (iv) any claims, suits, actions, complaints, allegations or demands which have been or may be brought against Sellers or any of its affiliates and any of their respective officers, directors, employees or agents with respect to infringement of or by the Intellectual Property; (v) any failure to comply with the laws relating to bulk transfers or fraudulent conveyances applicable to the transaction contemplated by this Agreement; (vi) any failure to obtain any consents to assign the Assigned Contracts hereto. Notice to Indemnifying Party. Any party (the “Indemnified Party”) seeking indemnification pursuant to this Agreement shall promptly give the party from whom such indemnification is sought (the “Indemnifying Party”) written notice of the matter with respect to which indemnification is being sought, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising therefrom and the basis of the claim or indemnification obligation. Such notice shall be limited a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give such prompt notice shall not adversely affect the Indemnified Party’s right to indemnification hereunder except, and qualified as follows:only to the extent that, in the case of a claim made by a third party, the defense of that claim is materially prejudice by such failure.

Indemnification of the Buyer. Subject to the other provisions terms of this Article 76, from and after the Closing, the Seller agrees cash retained by the Escrow Agent pursuant to the Escrow Agreement shall be available to indemnify the Buyer, the Company and each Subsidiary Buyer and hold each it harmless against and in respect of any and all damages, claims, demandsdamages, losses, expenses, costs, obligations and liabilities, including including, without limitation limitation, reasonable attorney's fees and any expenses resulting from the enforcement of this indemnity (collectively, "LOSSES"), of the Buyer, the Company and its Subsidiaries, which arise or result from (a) any breach of any of the representations or warranties of the Seller contained in Articles Article 2 or 3 of this Agreement or contained in any certificate delivered at the Closing by the Seller Company pursuant to this AgreementAgreement or as contemplated by the following sentence, or (b) the failure of the Seller Company to perform any of its covenants or agreements contained herein, (c) the failure of the Trigger Event Cash Bonuses to be paid, (d) any payments required to be made to holders of Dissenting Shares in accordance with Section 1.10 (such obligations being referred to herein as the Securityholders' indemnification obligations) or (e) Pre-Closing Taxes, to the extent that they exceed amounts of Taxes reflected as a current liability on the Closing Balance Sheet. For purposes of determining whether or not a representation or warranty of this Section 6.2, the Seller has been breached (other than those set forth in Sections 3.5 (Financial Statements), 3.6 (Absence of Material Undisclosed Liabilities) or 3.7 (Absence of Certain Changes)) Company shall be deemed to have represented and the amount of the related Losses, warranted that the representations and warranties of the Seller contained Company in this Agreement Section 2 are true and correct at and as of the Closing Date as if then made (except to the extent addressing matters as of particular dates, as to which it shall be interpreted without giving effect deemed to any limitations or qualifications state that such representations and warranties are true and correct as to "materiality" (including, without limitation, the word "material") or "Company Material Adverse Effect." For greater certainty, where a representation or warranty requires the Seller to set forth certain items on a Schedule to this Agreement (e.g. the Material Contracts Scheduleof such dates), it is not except to the intent extent the certificate delivered pursuant to Section 6.1(c) identifies failures of such representations and warranties to be true and correct at and as of the parties Closing Date (or such other dates) as though then made and states that such failure has caused the prior sentence would broaden the scope of the disclosures required condition in Section 5.1(a) not to be set forth on such schedulesatisfied. Notwithstanding the foregoing or any other term in The Securityholders' indemnification obligations under this Agreement, the obligation of the Seller to indemnify or hold harmless the Buyerhowever, the Company or any Subsidiary for breach of any representation or warranty or any pre-Closing covenant or pre-Closing agreement shall be limited subject to the following limitations and qualified as followsconditions: