Common use of Indemnification of the Buyers Clause in Contracts

Indemnification of the Buyers. Subject to the other terms of this Article 6, from and after the Closing, the Sellers and the Sellers’ Guarantors (collectively, the “Seller Indemnifying Parties”) shall, jointly and severally, indemnify the Buyers and their directors, employees, officers, equity holders, Affiliates, counsel and advisors (the “Buyer Indemnified Parties”) and hold them harmless against and in respect of any and all damages, losses, Taxes, expenses, costs, obligations and liabilities, including interest, penalties, out-of-pocket expenses, reasonable attorney’s, accountant’s, consultant’s and expert’s fees (collectively, “Losses”), which arise or result from or are based on (a) any breach of any of the representations or warranties contained in Article 2, Section 8.18(c) or contained in any certificate delivered at the Closing by the Sellers pursuant to this Agreement (in each case determined without giving effect to any “Material Adverse Effect”, “materiality”, or similar qualification, other than with respect to Section 2.6(e) and except that the definition of Material Contracts and the use of such defined term herein shall be read without excluding such qualifications for purposes of this Section 6.2), (b) the failure of the Sellers or the Sellers’ Guarantors to perform any of their covenants or agreements contained herein, or (c) the Excluded Liabilities. The indemnification obligations of the Seller Indemnifying Parties under Section 6.2(a) of this Agreement, however, shall be subject to the following limitations and conditions: (i) Notwithstanding any other provision of this Agreement, (i) the Seller Indemnifying Parties shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 6.2(a) (x) for any individual Loss of less than $150,000 (the “De Minimis Amount”) and (y) unless and until the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 6.2(a) exceeds $1,500,000 (the “Threshold Amount”), whereupon the Seller Indemnifying Parties shall be liable for all such Losses in excess of the Threshold Amount, but subject to the following clause (ii), and (ii) the aggregate liability of the Seller Indemnifying Parties to indemnify the Buyer Indemnified Parties for Losses under Section 6.2(a) shall in no event exceed the remaining Indemnity Escrow amount after giving effect to any prior claims pursuant to Article 6 (the “Cap”); provided, however, that any and all breaches of the Seller Specified Representations shall not be subject to the De Minimis Amount, Threshold Amount or Cap, but instead shall be recoverable from “dollar one”. In no event shall the Seller Indemnifying Parties’ aggregate liability for claims under Section 6.2(a) or 6.2(b) exceed the Closing Purchase Price. (ii) Notwithstanding anything to the contrary herein, nothing in Section 1.3 or Section 1.11 shall preclude the Buyers from making claims and recovering losses in respect of breaches of representations, warranties and covenants of the Sellers, the Sellers’ Guarantors and their respective Subsidiaries; provided, that no Party hereto shall be obligated to indemnify any other Person with respect to any Losses with respect to any matter if such Losses were included (and only to the extent so included) in the calculation of the final adjustment to the Estimated Closing Purchase Price pursuant to Section 1.11. (iii) Notwithstanding anything herein to the contrary, (A) the Buyer Indemnified Parties first source of recovery for any and all claims under Article 6 shall be against the Indemnity Escrow, (B) the Indemnity Escrow shall be the sole source of recovery with respect to any claims pursuant to Section 6.2(a) (other than for breaches of the Seller Specified Representations) and (C) for all other claims pursuant to Article 6, if and to the extent the funds in the Indemnity Escrow are insufficient to cover the Losses for which the Buyer Indemnified Parties are entitled to indemnification hereunder or if the Indemnity Escrow has terminated pursuant to its terms and such claims may still be brought in accordance with this Agreement, then such claims may be brought directly against the Sellers and the Sellers’ Guarantors, on a joint and several basis, but subject to the other limitations set forth herein. In no event shall the Indemnity Escrow limit the amount of Losses for which the Buyer Indemnified Parties may claim or receive indemnification under Section 6.2(a) for breaches of the Seller Specified Representations, under Section 6.2(b) for breaches of covenants and under 6.2(c) for Excluded Liabilities, but such Indemnity Escrow shall limit any and all other claims for indemnification under this Article 6.

Indemnification of the Buyers. Subject to the other terms Each of this Article 6, from and after the Closing, the Sellers and the Sellers’ Guarantors (collectively, the “Seller Indemnifying Parties”) shall, jointly and severally, severally indemnify and hold harmless the Buyers and their directors, employees, officers, equity holders, Affiliates, counsel and advisors (the “Buyer Indemnified Parties”) and hold them harmless against and Affiliates in respect of any and all damagesclaims, losses, Taxesdiminutions in value, expensesdamages, costs, obligations and liabilities, including interestand expenses (including, penaltieswithout limitation, out-of-pocket expenses, reasonable attorney’s, accountant’s, consultant’s settlement costs and expert’s fees (collectively, “Losses”), which arise any legal or result from other expenses for investigating or are based on defending any actions or threatened actions) incurred by the Buyers or their Affiliates in connection with each and all of the following together with Interest thereon: (a) any misrepresentation made by any of the Sellers in this Agreement (including any Schedules or Exhibits hereto) or any condition or document described in ARTICLE 9 or any breach by any of the Sellers of any representation or warranty contained in this Agreement (including any Schedules or Exhibits hereto) or any condition or document described in ARTICLE 9; (b) the breach of any covenant, agreement or obligation of any of the representations or warranties Sellers contained in Article 2, Section 8.18(c) or contained in any certificate delivered at the Closing by the Sellers pursuant to this Agreement (or any condition or document described in each case determined without giving effect to any “Material Adverse Effect”ARTICLE 9; PROVIDED that, “materiality”, or similar qualification, other than with respect to Section 2.6(eclaims arising out of SECTION 6.1, the Sellers agree to indemnify the Buyers against all liabilities arising under the WARN Act except to the extent such liabilities arise out of the Buyers' subsequent termination or reduction of hours of former employees of the Sellers whom the Buyers initially hired after the Closing; (c) and except that the definition of Material Contracts and the use of such defined term herein shall be read without excluding such qualifications for purposes of this Section 6.2), any liabilities or obligations (bcontinuing or otherwise) arising from the failure of the Buyers to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in 50 which such laws may be applicable to the Sellers, the Operations, the Acquired Assets or the Transactions; (d) any claims against or debts, liabilities or obligations of any of the Sellers or relating to the Acquired Assets or the Operations not specifically assumed by the Buyers pursuant to SECTION 2.1, whether known or unknown, including, without limitation, the Excluded Liabilities; (e) any and all Environmental Damages, whether or not disclosed on Schedules hereto or otherwise known by the Buyers or the Sellers’ Guarantors ; (f) any and all taxes and assessments by any taxing authority relating to perform any of their covenants or agreements contained herein, or (c) the Excluded Liabilities. The indemnification obligations of the Seller Indemnifying Parties under Section 6.2(a) of this Agreement, however, shall be subject periods prior to the following limitations and conditions:Closing Date whether on not such taxes or assessments are imposed or assessed prior to or after the Closing Date; and (ig) any and all costs arising from Sellers' failure to notify a party pursuant to SECTION 7.9 hereof. Notwithstanding any other provision of this AgreementSECTION 12.1.1, (i) the Seller Indemnifying Parties shall not have Buyers agrees that any obligation to indemnify any Buyer Indemnified Party claims, losses, diminutions in value, damages, liabilities and expenses for which the Buyers or their Affiliates seek indemnification pursuant to Section 6.2(a) (x) for this SECTION 12.1.1 shall be calculated after subtracting any individual Loss insurance proceeds net of less than $150,000 (the “De Minimis Amount”) and (y) unless and until the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties premiums paid with respect to such insurance proceeds and any tax benefits received by the Buyers or their Affiliates on account of or relating to such claim, losses, diminution in value, damages, liabilities and expenses. In connection with any claim for indemnification made by the Buyers or their Affiliates, for which the Buyer Indemnified Parties would otherwise be entitled Sellers are obligated to indemnification under Section 6.2(a) exceeds $1,500,000 (indemnify the “Threshold Amount”)Buyers or their Affiliates pursuant to the terms of this Agreement, whereupon the Seller Indemnifying Parties Sellers shall be liable for all punitive damages assessed against the Buyers or their Affiliates in connection with any such Losses in excess of claim; PROVIDED that the Threshold AmountSellers shall not be liable for any claims for punitive damages originated by the Buyers or their Affiliates. 1.1 from the Escrow Account or the Idaho Holdback; PROVIDED, but subject to the following clause (ii), and (ii) the aggregate liability of the Seller Indemnifying Parties to indemnify the Buyer Indemnified Parties for Losses under Section 6.2(a) shall in no event exceed the remaining Indemnity Escrow amount after giving effect to any prior claims pursuant to Article 6 (the “Cap”); provided, howeverHOWEVER, that any and all breaches of claims are first satisfied from the Seller Specified Representations shall not be subject to the De Minimis Amount, Threshold Amount or Cap, but instead shall be recoverable from “dollar one”. In no event shall the Seller Indemnifying Parties’ aggregate liability for claims under Section 6.2(a) or 6.2(b) exceed the Closing Purchase PriceIdaho Holdback. (ii) Notwithstanding anything to the contrary herein, nothing in Section 1.3 or Section 1.11 shall preclude the Buyers from making claims and recovering losses in respect of breaches of representations, warranties and covenants of the Sellers, the Sellers’ Guarantors and their respective Subsidiaries; provided, that no Party hereto shall be obligated to indemnify any other Person with respect to any Losses with respect to any matter if such Losses were included (and only to the extent so included) in the calculation of the final adjustment to the Estimated Closing Purchase Price pursuant to Section 1.11. (iii) Notwithstanding anything herein to the contrary, (A) the Buyer Indemnified Parties first source of recovery for any and all claims under Article 6 shall be against the Indemnity Escrow, (B) the Indemnity Escrow shall be the sole source of recovery with respect to any claims pursuant to Section 6.2(a) (other than for breaches of the Seller Specified Representations) and (C) for all other claims pursuant to Article 6, if and to the extent the funds in the Indemnity Escrow are insufficient to cover the Losses for which the Buyer Indemnified Parties are entitled to indemnification hereunder or if the Indemnity Escrow has terminated pursuant to its terms and such claims may still be brought in accordance with this Agreement, then such claims may be brought directly against the Sellers and the Sellers’ Guarantors, on a joint and several basis, but subject to the other limitations set forth herein. In no event shall the Indemnity Escrow limit the amount of Losses for which the Buyer Indemnified Parties may claim or receive indemnification under Section 6.2(a) for breaches of the Seller Specified Representations, under Section 6.2(b) for breaches of covenants and under 6.2(c) for Excluded Liabilities, but such Indemnity Escrow shall limit any and all other claims for indemnification under this Article 6.

Indemnification of the Buyers. Subject to the other terms Except as otherwise provided in Article 8, Section 6.9, and Section 7.3, each of this Article 6, from and after the Closing, the Sellers and the Sellers’ Guarantors (collectively, the “Seller Indemnifying Parties”) shall, Parties shall jointly and severallyseverally indemnify and hold harmless the Buyer Parties (including the US Company) their respective directors, indemnify the Buyers and their directorsofficers, employees, officersstockholders, equity holdersagents, Affiliates, counsel successors and advisors assigns (the “"Buyer Indemnified Parties”Indemnitees") from and hold them harmless against and in respect of any and all damagesDamages which may be asserted against or sustained or incurred by any Buyer Indemnitee in connection with, lossesarising out of, Taxes, expenses, costs, obligations and liabilities, including interest, penalties, out-of-pocket expenses, reasonable attorney’s, accountant’s, consultant’s and expert’s fees (collectively, “Losses”), which arise or result from related to or are based on resulting from: (a) any the breach of any representation or warranty made by the Seller Parties under Article 4 of this Agreement as of the representations or warranties contained in Article 2, Section 8.18(c) or contained in any certificate delivered at the Closing by the Sellers pursuant to this Agreement (in each case determined without giving effect to any “Material Adverse Effect”, “materiality”, or similar qualification, other than with respect to Section 2.6(e) and except that the definition of Material Contracts and the use of such defined term herein shall be read without excluding such qualifications for purposes of this Section 6.2), date hereof; (b) the failure breach of any representation or warranty made by the Seller Parties under Article 4 of this Agreement as if such representation or warranty were made on and as of the Closing Date (excluding each representation and warranty that by its terms is made as of a date specified therein); and (c) any nonfulfillment or breach of any covenant or agreement to be performed on the part of any Seller Party (including the US Company prior to the Closing) under this Agreement; (d) any Damages suffered or incurred by the Buyer Parties by reason of or in connection with any claims or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of the Sellers or the Sellers’ Guarantors Parents other than to perform the extent arising in connection with or related to any actions of their covenants the Sellers or agreements contained hereinthe Parents made in connection with the management of the business of the Companies; (e) the Canadian Retained Liabilities; (f) any payments received by the US Company pursuant to the Great Plains Settlement prior to Closing that are required to be returned to Great Plains Software O.C., Inc., pursuant to the terms thereof and are returned to Great Plains Software O.C., Inc. after Closing; (g) any claims or liabilities incurred prior to, on, or after Closing by Non-Company Participants and/or by dependents or beneficiaries of Non-Company Participants to the extent such claims or liabilities relate to coverage under the terms of the Plans (cother than the Company 401(k) Plan); (h) the Excluded Liabilities. The indemnification obligations participation of Non-Company Participants in the Seller Indemnifying Parties under Section 6.2(aCompany 401(k) Plan following the Closing and the Spin-Off, but not including any Damages arising out of this Agreement, however, shall be subject to negligent actions taken by Buyer or the Company (not at the direction of Sellers or their Affiliates) following limitations and conditions:the Closing; (i) Notwithstanding any other provision of this Agreement, (i) the Seller Indemnifying Parties shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 6.2(a) (x) for any individual Loss of less than $150,000 (the “De Minimis Amount”) and (y) unless and until the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 6.2(a) exceeds $1,500,000 (the “Threshold Amount”), whereupon the Seller Indemnifying Parties shall be liable for all such Losses in excess of the Threshold Amount, but subject late contributions to the following clause (ii), and (ii) the aggregate liability of the Seller Indemnifying Parties to indemnify the Buyer Indemnified Parties for Losses under Section 6.2(a) shall in no event exceed the remaining Indemnity Escrow amount after giving effect to any prior claims pursuant to Article 6 (the “Cap”Kar Retirement Plan as disclosed on Schedule 4.14(d); provided, however, that any and and (j) all breaches of the Seller Specified Representations shall not be subject Environmental Claims related to the De Minimis AmountOwned Real Property, Threshold Amount or Cap, but instead shall be recoverable from “dollar one”. In no event shall the Seller Indemnifying Parties’ aggregate liability for claims under Section 6.2(a) or 6.2(b) exceed the Closing Purchase Price. (ii) Notwithstanding anything to the contrary herein, nothing in Section 1.3 or Section 1.11 shall preclude the Buyers from making claims and recovering losses in respect of breaches of representations, warranties and covenants of the Sellers, the Sellers’ Guarantors and their respective Subsidiaries; provided, that no Party hereto shall be obligated to indemnify any other Person with respect to any Losses with respect to any matter if such Losses were included (and only to the extent so included) in the calculation of the final adjustment to the Estimated Closing Purchase Price pursuant to Section 1.11. (iii) Notwithstanding anything herein to the contrary, (A) the Buyer Indemnified Parties first source of recovery for any and all claims under Article 6 shall be against the Indemnity Escrow, (B) the Indemnity Escrow shall be the sole source of recovery with respect to any claims pursuant to Section 6.2(a) (other than for breaches those Environmental Claims arising out of or relating to any act or omission of the Seller Specified Representations) and (C) for all other claims pursuant to Article 6, if and to the extent the funds in the Indemnity Escrow are insufficient to cover the Losses for which the Buyer Indemnified Parties are entitled to indemnification hereunder or if the Indemnity Escrow has terminated pursuant to its terms and such claims may still be brought in accordance with this Agreement, then such claims may be brought directly against the Sellers and the Sellers’ Guarantors, on a joint and several basis, but subject to the other limitations set forth herein. In no event shall the Indemnity Escrow limit the amount of Losses for which the Buyer Indemnified Parties may claim or receive indemnification under Section 6.2(a) for breaches of the Seller Specified Representations, under Section 6.2(b) for breaches of covenants and under 6.2(c) for Excluded Liabilities, but such Indemnity Escrow shall limit any and all other claims for indemnification under this Article 6Parties.

Indemnification of the Buyers. Subject to the other terms of this Article 6, from (a) From and after the ClosingClosing Date, the Sellers Buyers shall be entitled to indemnification from the Seller as provided herein from and the Sellers’ Guarantors (collectively, the “Seller Indemnifying Parties”) shall, jointly and severally, indemnify the Buyers and their directors, employees, officers, equity holders, Affiliates, counsel and advisors (the “Buyer Indemnified Parties”) and hold them harmless against and in respect of any and all damages, losses, Taxes, expenses, costs, obligations Losses and liabilities, including interest, penalties, out-of-pocket expenses, reasonable attorney’s, accountant’s, consultant’s and expert’s fees Expenses incurred by such Buyers in connection with or arising from: (collectively, “Losses”), which arise or result from or are based on i) any breach by the Seller of any of its covenants in this Agreement; or (aii) any breach of any warranty or the inaccuracy of any representation of the representations or warranties Seller contained in Article 2, Section 8.18(c) this Agreement or contained in any certificate delivered at by or on behalf of the Closing Seller pursuant hereto; (b) All claims for indemnification by the Sellers pursuant Buyers for and Loss or Expenses under this Section 11.03 shall be satisfied solely from the Indemnification Escrow. (c) For purposes of determining under Section 11.02(a)(ii) whether there is any inaccuracy in, or whether there has been a breach of, any such representation or warranty, and the amount of any Losses and Expenses associated therewith, the Parties agree (i) that all references to this Agreement (in each case determined without giving effect to any “material,” “materially,” “materiality,” or “Material Adverse Effect”” will be disregarded, “materiality”, or similar qualification, other than with respect to Section 2.6(e(ii) and except that the definition of Material Contracts representations and the use of such defined term herein shall be read without excluding such qualifications warranties are made for purposes of this Section 6.211.02(a)(ii) as if those disregarded words were not included. (d) Notwithstanding the foregoing, in no event shall the Seller be obligated pursuant to Section 11.02(a)(ii) to indemnify the Buyers for any claim (or series of related or similar claims) unless any single Loss or Expense exceeds $100,000 or until any series of Losses or Expenses of less than $100,000 determined to be due and for which the Buyers seek or have sought indemnification hereunder exceeds a cumulative aggregate amount of $300,000 (the “Basket Amount”), (b) in which event the failure of the Sellers or the Sellers’ Guarantors to perform any of their covenants or agreements contained hereinBuyers shall, or (c) the Excluded Liabilities. The indemnification obligations of the Seller Indemnifying Parties under Section 6.2(a) of this Agreement, however, shall be subject to the following other limitations and conditions: (i) Notwithstanding any other provision in this Section, be indemnified in a maximum amount equal to the lesser of this Agreement, (i) the Seller Indemnifying Parties shall not have any obligation to indemnify any Buyer Indemnified Party pursuant to Section 6.2(a) (x) for any individual Loss of less than $150,000 (the “De Minimis Amount”) and (y) unless and until amount by which the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties with respect to which and Expenses exceeds the Buyer Indemnified Parties would otherwise be entitled to indemnification under Section 6.2(a) exceeds $1,500,000 (the “Threshold Amount”), whereupon the Seller Indemnifying Parties shall be liable for all such Losses in excess of the Threshold Amount, but subject to the following clause (ii), Basket Amount and (ii) the aggregate liability of amount held in the Seller Indemnifying Parties to indemnify Indemnification Escrow, in each case, less any amounts previously paid under this Section by the Buyer Indemnified Parties for Losses under Section 6.2(a) shall in no event exceed the remaining Indemnity Escrow amount after giving effect to any prior claims pursuant to Article 6 (the “Cap”); provided, however, that any and all breaches of the Seller Specified Representations shall not be subject to the De Minimis Amount, Threshold Amount or Cap, but instead shall be recoverable from “dollar one”. In no event shall the Seller Indemnifying Parties’ aggregate liability for claims under Section 6.2(a) or 6.2(b) exceed the Closing Purchase PriceSeller. (iie) Notwithstanding anything to the contrary herein, nothing The indemnification provided for in Section 1.3 or 11.02(a) shall survive for the applicable statute of limitations, provided that the indemnification pursuant to Section 1.11 11.02(a)(ii) shall preclude terminate on the date that is fifteen (15) months after the Closing Date (and no claims shall be made by the Buyers from making claims and recovering losses under Section 11.02(a)(ii) thereafter), except in respect to indemnification in respect of breaches any Loss or Expense or any circumstance that is reasonably likely to result in a Loss or Expense of representations, warranties and covenants which the Buyers shall have notified the Seller in accordance with the requirements of the Sellers, the Sellers’ Guarantors and their respective Subsidiaries; provided, that no Party hereto shall be obligated to indemnify any other Person with respect to any Losses with respect to any matter if such Losses were included (and only Section 11.04 on or prior to the extent so included) in the calculation of the final adjustment to the Estimated Closing Purchase Price pursuant to Section 1.11. (iii) Notwithstanding anything herein to the contrary, (A) the Buyer Indemnified Parties first source of recovery for any and all claims under Article 6 shall be against the Indemnity Escrow, (B) the Indemnity Escrow shall be the sole source of recovery with respect to any claims pursuant to Section 6.2(a) (other than for breaches of the Seller Specified Representations) and (C) for all other claims pursuant to Article 6, if and to the extent the funds in the Indemnity Escrow are insufficient to cover the Losses for which the Buyer Indemnified Parties are entitled to date such indemnification hereunder or if the Indemnity Escrow has terminated pursuant to its terms and such claims may still be brought would otherwise terminate in accordance with this AgreementSection 11.02, then such claims may as to which the indemnification obligation shall continue until the liability shall have been determined and resolved pursuant to this Article XI. (f) The Seller shall not be brought directly against required to pay an aggregate amount pursuant to Section 11.02(a) in excess of the Sellers and Indemnification Escrow. (g) On March 1, 2015 any amount remaining in the Sellers’ Guarantors, on a joint and several basis, but subject Indemnification Escrow shall be paid to the other limitations set forth herein. In no event shall Seller pursuant to the Indemnity Escrow limit the amount of Losses for which the Buyer Indemnified Parties may claim or receive indemnification under Section 6.2(a) for breaches terms of the Seller Specified Representations, under Section 6.2(b) for breaches of covenants and under 6.2(c) for Excluded Liabilities, but such Indemnity Escrow shall limit any and all other claims for indemnification under this Article 6Agreement.

Indemnification of the Buyers. Subject to the other terms Each of this Article 6, from and after the Closing, the Sellers and the Sellers’ Guarantors (collectively, the “Seller Indemnifying Parties”) shall, USAI jointly and severally, severally shall indemnify and hold harmless each of the Buyers and their directors, employees, officers, equity holders, Affiliates, counsel and advisors (the “Buyer Indemnified Parties”) and hold them harmless against and Affiliates in respect of any and all damagesclaims, losses, Taxesdiminutions in value, expensesdamages, costs, obligations and liabilities, including interestand expenses (including, penaltieswithout limitation, outsettlement costs and any legal or other expenses for investigating or defending any actions or threatened actions) incurred by any of the Buyers or their Affiliates in connection with each and all of the following together with interest on cash disbursements from the date of disbursement by any of the Buyers or their Affiliates in connection therewith at a fluctuating interest rate that is at all times equal to the prime rate in effect from time to time at Citibank (or similar financial institution) in New York on 90-of-pocket expenses, reasonable attorney’s, accountant’s, consultant’s day unsecured loans to substantial and expert’s fees (collectively, “Losses”), which arise or result from or are based on responsible customers: (a) any misrepresentation made by any of the Sellers in this Agreement (including any Schedules or Exhibits hereto) or any Related Agreement or in any document described in SECTION 7.3 (together with the Related Agreements and any document described in SECTION 8.3, the "Ancillary Documents") or any breach of any representation or warranty contained herein or in any Ancillary Document made by any of the Sellers; (b) the breach of any covenant, agreement or obligation of any of the representations Sellers or warranties USAI contained in Article 2, Section 8.18(c) or contained in any certificate delivered at the Closing by the Sellers pursuant to this Agreement or any Ancillary Document (in each case determined without giving effect to any “Material Adverse Effect”, “materiality”, or similar qualification, other than provided that with respect to Section 2.6(e) and claims arising out of SECTION 6.1, Sellers agree to indemnify the Buyers against all liabilities arising under the WARN Act except that to the definition extent of Material Contracts and liabilities arising out of Buyers' failure to fulfill their obligations to hire four employees of the use of such defined term herein shall be read without excluding such qualifications for purposes of this Section Seller pursuant to SECTION 6.2), ; (bc) any liabilities or obligations (continuing or otherwise) arising from the failure of the Buyers to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to any of the Sellers, the Operations, the Acquired Assets or the transactions contemplated hereby; (d) any claims against or debts, liabilities or obligations of any of the Sellers or USAI relating to the Sellers’ Guarantors Acquired Assets or the Operations not specifically assumed by the Buyers pursuant to perform any of their covenants or agreements contained herein, or (c) the Excluded Liabilities. The indemnification obligations of the Seller Indemnifying Parties under Section 6.2(a) of this Agreement, howeverwhether known or unknown, including, without limitation, Excluded Liabilities; (e) any and all Environmental Damages, whether or not disclosed on SCHEDULES hereto or otherwise known by the Buyers, the Sellers or USAI; (f) any and all taxes and assessments by any taxing authority imposed or assessed after the Closing Date for prior years or portions thereof due to change in land usage or ownership with respect to any Real Property occurring or accruing prior to the Closing Date; (g) claims for breaches of the representations and warranties contained in SECTION 4.6.1; (h) in the event that Reagan Outdoor Advertising, Inc. ("Reagan Outdoor") xx able (after notice of this transaction has been delivered to Reagan Outdoor by the Sellers prior to the Closing Xxxx) to successfully assert its alleged right to purchase Sites 25B and 25C (as described on SCHEDULE A hereto), and Reagan Outdoor: (A) purchases xxxx Sites 25B and 25C, the Buyers shall be subject entitled to the following limitations difference (if greater than zero) obtained by subtracting the amount paid by Reagan Outdoor from $7,700,000; (B) purchases less than the entirety of Sites 25B and conditions:25C, the Buyers shall be entitled to the difference obtained by subtracting the amount paid by Reagan Outdoor from such amount as the Buyers xxx the Sellers determine in good faith is the portion of the Purchase Price allocable to the property so purchased by Reagan Outdoor; and (C) agrees xx xxttle its claims with the Buyers and such settlement amount has been consented to by the Sellers (such consent not to be unreasonably withheld), the Buyers shall be entitled to the amount of such settlement; plus, in the case of any of (A) through (C) above, the legal fees of the Buyers incurred with respect to such event; (i) any claims against or debts, liabilities or obligations relating to the operation by the Sellers of the Acquired Staker Assets or the Staker Operations after the Closxxx Xxte; and (x) xxx claims, losses, diminutions in value, damages, liabilities, and expenses suffered by the Buyers in connection with the Sellers' failure to have good and insurable title to all of its interest in Lehi, whether or not the Put Right is exercised and whether or not the Buyers' ability to exercise the Put Right has expired. Notwithstanding any other provision of this AgreementSECTION 10.1.1, (i) Buyer agrees that any claims, losses, diminutions in value, damages, liabilities and expenses incurred by any of the Seller Indemnifying Parties shall not have any obligation to indemnify any Buyer Indemnified Party Buyers for which it seeks indemnification pursuant to Section 6.2(a) (x) for this SECTION 10.1.1 shall be calculated after subtracting any individual Loss insurance proceeds net of less than $150,000 (the “De Minimis Amount”) and (y) unless and until the aggregate amount of all such individual Losses incurred or sustained by all Buyer Indemnified Parties premiums paid with respect to such insurance proceeds and any tax benefits received by Buyer on account of or relating to such claim, losses, diminution in value, damages, liabilities and expenses. In connection with any claim for indemnification made by any of the Buyers, for which the Buyer Indemnified Parties would otherwise be entitled Sellers and USAI are obligated to indemnification under Section 6.2(a) exceeds $1,500,000 (indemnify the “Threshold Amount”)Buyers pursuant to the terms of this Agreement, whereupon the Seller Indemnifying Parties Sellers and USAI shall be liable for all punitive damages claimed against or assessed against the Buyers in connection with any such Losses in excess of the Threshold Amount, but subject to the following clause (ii), and (ii) the aggregate liability of the Seller Indemnifying Parties to indemnify the Buyer Indemnified Parties for Losses under Section 6.2(a) shall in no event exceed the remaining Indemnity Escrow amount after giving effect to any prior claims pursuant to Article 6 (the “Cap”)claim; provided, however, that any and all breaches of the Seller Specified Representations PROVIDED Sellers shall not be subject to the De Minimis Amount, Threshold Amount or Cap, but instead shall be recoverable from “dollar one”. In no event shall the Seller Indemnifying Parties’ aggregate liability liable for any claims under Section 6.2(a) or 6.2(b) exceed the Closing Purchase Price. (ii) Notwithstanding anything to the contrary herein, nothing in Section 1.3 or Section 1.11 shall preclude for punitive damages originated by the Buyers from making claims and recovering losses in respect of breaches of representations, warranties and covenants of the Sellers, the Sellers’ Guarantors and their respective Subsidiaries; provided, that no Party hereto shall be obligated to indemnify any other Person with respect to any Losses with respect to any matter if such Losses were included (and only to the extent so included) in the calculation of the final adjustment to the Estimated Closing Purchase Price pursuant to Section 1.11hereunder. (iii) Notwithstanding anything herein to the contrary, (A) the Buyer Indemnified Parties first source of recovery for any and all claims under Article 6 shall be against the Indemnity Escrow, (B) the Indemnity Escrow shall be the sole source of recovery with respect to any claims pursuant to Section 6.2(a) (other than for breaches of the Seller Specified Representations) and (C) for all other claims pursuant to Article 6, if and to the extent the funds in the Indemnity Escrow are insufficient to cover the Losses for which the Buyer Indemnified Parties are entitled to indemnification hereunder or if the Indemnity Escrow has terminated pursuant to its terms and such claims may still be brought in accordance with this Agreement, then such claims may be brought directly against the Sellers and the Sellers’ Guarantors, on a joint and several basis, but subject to the other limitations set forth herein. In no event shall the Indemnity Escrow limit the amount of Losses for which the Buyer Indemnified Parties may claim or receive indemnification under Section 6.2(a) for breaches of the Seller Specified Representations, under Section 6.2(b) for breaches of covenants and under 6.2(c) for Excluded Liabilities, but such Indemnity Escrow shall limit any and all other claims for indemnification under this Article 6.