Common use of Indemnification of the Purchaser Indemnified Parties Clause in Contracts

Indemnification of the Purchaser Indemnified Parties. From and after the Closing Date, each of the Sellers and Founders, jointly and severally (but subject to the limits of Section 10.07 below), shall indemnify, defend and hold harmless Purchaser and each of its officers, equity holders, directors, employees, members, agents and Affiliates (the “Purchaser Indemnified Parties”) against any and all losses, Liabilities, costs, expenses (including interest, penalties, reasonable attorneys’ and independent accountants’ fees and disbursements and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and enforcement of its rights hereunder), damages, deficiencies, Taxes, fines, penalties, charges, assessments, judgments, settlements, demands, claims, actions, causes of action, and other obligations of any nature whatsoever (including exemplary, consequential, special, punitive and similar damages), and interest on amounts payable at the prime rate from the date amounts actually have been expended or losses realized by the Purchaser Indemnified Parties as the result of any of the foregoing, whether or not involving a Third-Party Claim (collectively, “Purchaser Losses”), incurred or suffered by any such Purchaser Indemnified Parties directly related to, arising out of, or resulting from: (a) any inaccuracy of any representation or the breach of any warranty made by any Seller Party in this Agreement or in any other Transaction Agreement or in any certificate, document or other instrument delivered at or prior to Closing pursuant to or in connection with this Agreement; (b) any nonfulfillment of any covenant or agreement made by any Seller Party in this Agreement or any other Transaction Agreement or in any certificate, document or other instrument delivered at or prior to Closing pursuant to or in connection with this Agreement; (c) all Liabilities incurred by, or otherwise arising or accruing with respect to, the Company and its Subsidiaries prior to the Closing Date, other than the following Liabilities: (i) Liabilities reflected on, or included within the items included in, the Final Working Capital Statement; (ii) the deferred revenue Liabilities as of the Closing Date, determined in accordance with GAAP consistent with the Unaudited Financial Statements; and (iii) Liabilities arising out of the performance of the Company’s or any Subsidiaries’ obligations under any Contract following the Closing and accrued after the Closing; (d) any loss, Liability or expense of the Sellers’ Representative; (e) the matter referenced in Schedule 10.02(e); (f) the Texas Tax Dispute; (g) the Xxxxxxx Dispute; and (h) any disputes with the Management Persons over Transaction Bonuses relating to Transaction Bonuses or other amounts claimed by them to be due in connection with the closing of the Stock Purchase and the other Transactions. The Seller Parties acknowledge and agree that the Company and its Subsidiaries shall not be obligated to indemnify any Purchaser Indemnified Parties from and after the Closing Date and that none of Sellers and the Founders shall have any right of contribution or right of indemnity or any other right or remedy against the Company, its Subsidiaries, Purchaser or any other Purchaser Indemnified Party in connection with any of their indemnification obligations under this Agreement; provided, that the foregoing shall not affect payments to or defense of any D/O Indemnitee under any director and officers insurance policy held by the Company or its Subsidiaries.

Indemnification of the Purchaser Indemnified Parties. From Subject to the conditions and limitations contained in this Agreement, from and after the Closing DateEffective Time, each of Sellers, the Sellers Holder and Founders, the Shareholder Trust (the “Seller Indemnifying Parties”) shall jointly and severally (but subject to the limits of Section 10.07 below)defend, shall indemnify, defend indemnify and hold harmless Purchaser Purchasers, their Affiliates and each of its their respective successors and the respective shareholders, officers, equity holders, directors, employeesemployees and agents of each such indemnified Person (collectively, members, agents and Affiliates (the “Purchaser Indemnified Parties”) from and against any and all lossesLosses that may be asserted against, Liabilitiesor paid, costssuffered or incurred by any Purchaser Indemnified Party arising out of, expenses resulting from, based upon or related to (including interesta) any breach of or inaccuracy in any representation or warranty made by Sellers, penalties, reasonable attorneys’ and independent accountants’ fees and disbursements and all reasonable amounts paid the Holder or the Shareholder Trust in investigation, defense this Agreement or settlement of in any of the foregoing Transaction Documents or, in the case of a Third Party Claim, any allegation that, if true, would constitute such a breach or inaccuracy; (b) any breach or other failure by Sellers, the Holder or the Shareholder Trust to comply with the covenants or agreements required to be performed by Sellers, the Holder or the Shareholder Trust under this Agreement, the Transaction Documents or any document or other instrument delivered by Sellers, the Holder or the Shareholder Trust pursuant to this Agreement; (c) if applicable, the aggregate dollar amount by which the Actual Closing Working Capital is less than the Estimated Closing Working Capital (the “Negative Adjustment Amount”); provided, that written notice of such amount is given by Purchaser to TGI within ninety (90) days after the Closing Date; (d) the Excluded Liabilities; (e) any Debt not discharged at or prior to the Closing pursuant to SECTION 2.3(a); (f) any Change of Control Payments not discharged at the Closing or discharged pursuant to SECTION 7.9; (g) any Third-Party Expenses not discharged at or prior to the Closing; (h) Technology or Intellectual Property Rights that both (i) are or have been used in the Technology Solutions Segment and enforcement of its (ii) UIEvolution, Inc. or any successor thereof owns or has claimed to own or to have rights hereunder), damages, deficiencies, Taxes, fines, penalties, charges, assessments, judgments, settlements, demands, claims, actions, causes of action, and other obligations to or claims on of any kind or nature whatsoever whether by Contract, operation of law, or otherwise (including exemplarythe Technology and Intellectual Property Rights that were licensed under the UIE License Agreement) and (i) any claims arising out of, consequentialresulting from, specialbased upon or related to UIEvolution, punitive and similar damagesInc.’s relationship with TGI, TGT or the transactions contemplated by this Agreement or the Transaction Documents; provided that any claim for indemnification under SECTION 11.2(a) must be asserted within the applicable survival period set forth in SECTION 11.1 (the “Time Limitation”), and interest on amounts payable at . For the prime rate from purpose of determining the date amounts actually have been expended or losses realized amount of Losses suffered by the Purchaser Indemnified Parties as the a result of any of the foregoinga breach, whether inaccuracy or not involving a Third-Party Claim (collectively, “Purchaser Losses”), incurred or suffered by any such Purchaser Indemnified Parties directly related to, arising out of, or resulting from: (a) any inaccuracy failure of any representation or the breach of any warranty made by any Seller Party in this Agreement or in any other Transaction Agreement or in any certificaterepresentation, document or other instrument delivered at or prior to Closing pursuant to or in connection with this Agreement; (b) any nonfulfillment of any warranty, covenant or agreement given or made by any Seller Party in this Agreement or any other Transaction Agreement or in any certificate, document or other instrument delivered at or prior to Closing pursuant to or in connection with this Agreement; (c) all Liabilities incurred by, or otherwise arising or accruing with respect toSellers, the Company Holder or the Shareholder Trust and its Subsidiaries prior for purposes of determining whether a breach, failure or inaccuracy has occurred with any such representation, warranty, covenant or agreement that is qualified or limited in scope as to the Closing Datemateriality or Business Material Adverse Effect, other than the following Liabilities: (i) Liabilities reflected onsuch representation, warranty, covenant or included within the items included in, the Final Working Capital Statement; (ii) the deferred revenue Liabilities as of the Closing Date, determined in accordance with GAAP consistent with the Unaudited Financial Statements; and (iii) Liabilities arising out of the performance of the Company’s or any Subsidiaries’ obligations under any Contract following the Closing and accrued after the Closing; (d) any loss, Liability or expense of the Sellers’ Representative; (e) the matter referenced in Schedule 10.02(e); (f) the Texas Tax Dispute; (g) the Xxxxxxx Dispute; and (h) any disputes with the Management Persons over Transaction Bonuses relating to Transaction Bonuses or other amounts claimed by them agreement shall be deemed to be due in connection with the closing of the Stock Purchase and the other Transactions. The Seller Parties acknowledge and agree that the Company and its Subsidiaries shall not be obligated to indemnify any Purchaser Indemnified Parties from and after the Closing Date and that none of Sellers and the Founders shall have any right of contribution made or right of indemnity given without such qualification or any other right or remedy against the Company, its Subsidiaries, Purchaser or any other Purchaser Indemnified Party in connection with any of their indemnification obligations under this Agreement; provided, that the foregoing shall not affect payments to or defense of any D/O Indemnitee under any director and officers insurance policy held by the Company or its Subsidiarieslimitation.

Indemnification of the Purchaser Indemnified Parties. From and after After the Closing Date, each of the Sellers and Founders, jointly and severally (but subject to the limits of Section 10.07 below)limitations set forth in this Article X, shall the Holders shall, severally (on a Pro Rata Percentage basis) and not jointly, indemnify, defend and hold harmless Purchaser and each of its officers, equity holders, directors, employees, members, agents and Affiliates (the “Purchaser Indemnified Parties”) Parties from and against any and all losses, Liabilities, costs, expenses (including interest, penalties, reasonable attorneys’ and independent accountants’ fees and disbursements and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and enforcement of its rights hereunder), damages, deficiencies, Taxes, fines, penalties, charges, assessments, judgments, settlements, demands, claims, actions, causes of action, and other obligations of any nature whatsoever (including exemplary, consequential, special, punitive and similar damages), and interest on amounts payable at the prime rate from the date amounts actually have been expended or losses realized by the Purchaser Indemnified Parties as the result of any of the foregoing, whether or not involving a Third-Party Claim (collectively, “Purchaser Losses”), Damages which may be incurred or suffered by any such Purchaser Indemnified Parties directly related to, arising Party and arise out of, of or resulting from: result from any (ai) breach of any warranty or any inaccuracy of any representation contained in Article IV as of the date of this Agreement, or the breach of any warranty or any inaccuracy of any representation contained in Article IV as if such representation and warranty had been made by on and as of the Closing Date (in each case without giving effect to any Seller Party update of or modification to the Company Disclosure Schedule made or purported to have been made on or after the date of this Agreement), (ii) breach of, or any failure to perform any covenant or agreement of the Company, the Holders or the Stockholder Representative contained in this Agreement Agreement, (iii) Transaction Expenses or in any other Transaction Agreement Closing Date Indebtedness of the Company or in any certificate, document or other instrument delivered at or its Subsidiaries not paid prior to Closing pursuant to or in connection with the Closing, (iv) inaccuracy in the Closing Statement, (v) exercise by any stockholder of the Company of such stockholder’s dissenters’ rights under the DGCL, but only for the amount that the Damages exceed the consideration that the stockholder would have otherwise been entitled to receive (as set forth in the Closing Statement) if such stockholder did not assert its dissenters’ rights and (vi) any of the matters described on Schedule 10.1; provided the Purchaser Indemnified Parties’ claim therefor under clause (i) above is instituted by written notice to the Stockholder Representative prior to the Escrow Release Date, (a) Notwithstanding anything to the contrary in this Agreement;Article X, the Holders shall not be liable under this Article X for any Damages unless and until the aggregate amount of all such Damages incurred or suffered which the Purchaser Indemnified Parties would otherwise be entitled to indemnification under this Article X exceeds One Million Five Hundred and Sixty Thousand Dollars ($1,560,000) (the “Deductible”), at which time the Holders shall only be liable for all Damages incurred by the Purchaser Indemnified Parties which exceed the Deductible. (b) any nonfulfillment of any covenant or agreement made by any Seller Party in Subject to this Agreement or any other Transaction Agreement or in any certificateSection 10.1(b), document or other instrument delivered at or prior to Closing pursuant to or in connection with this Agreement; (c) all Liabilities incurred by, or otherwise arising or accruing with respect toto any claim for indemnification, the Company and its Subsidiaries prior to the Closing Date, other than the following Liabilities: (i) Liabilities reflected on, or included within the items included in, the Final Working Capital Statement; (ii) the deferred revenue Liabilities as of the Closing Date, determined in accordance with GAAP consistent with the Unaudited Financial Statements; and (iii) Liabilities arising out of the performance of the Company’s or any Subsidiaries’ obligations under any Contract following the Closing and accrued after the Closing; (d) any loss, Liability or expense of the Sellers’ Representative; (e) the matter referenced in Schedule 10.02(e); (f) the Texas Tax Dispute; (g) the Xxxxxxx Dispute; and (h) any disputes with the Management Persons over Transaction Bonuses relating to Transaction Bonuses or other amounts claimed by them to be due in connection with the closing of the Stock Purchase and the other Transactions. The Seller Parties acknowledge and agree that the Company and its Subsidiaries Holders shall not be obligated to indemnify any Purchaser Indemnified Parties from and after the Closing Date and that none of Sellers and the Founders shall have any right of contribution or right of indemnity or any other right or remedy against the Company, its Subsidiaries, Purchaser or any other Purchaser Indemnified Party in connection with any of their indemnification obligations liable under this Agreement; providedArticle X for any Damages which exceed, that in the aggregate, the Indemnification Escrow Amount. The foregoing limitation shall not affect payments apply: (a) in the event of fraud or willful misconduct; (b) to or defense of any D/O Indemnitee under any director the matters referred to in clauses “(iii)”, “(iv)” and officers insurance policy held by the Company or its Subsidiaries.“

Indemnification of the Purchaser Indemnified Parties. From Subject to the limitations set forth in this Article IX, from and after the Closing DateClosing, each Seller (severally and not jointly and, in the case of the Sellers and Founders, jointly and severally (but subject to the limits of Section 10.07 belowSections 9.2(a), shall indemnify, defend and hold harmless Purchaser and each of its officers, equity holders, directors, employees, members, agents and Affiliates (the “Purchaser Indemnified Parties”) against any and all losses, Liabilities, costs, expenses (including interest, penalties, reasonable attorneys’ and independent accountants’ fees and disbursements and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and enforcement of its rights hereunder9.2(b), damages, deficiencies, Taxes, fines, penalties, charges, assessments, judgments, settlements, demands, claims, actions, causes of action, and other obligations of any nature whatsoever (including exemplary, consequential, special, punitive and similar damages9.2(c), 9.2(i), 9.2(j), 9.2(k) and interest on amounts payable at the prime rate from the date amounts actually have been expended or losses realized by 9.2(n) below, in proportion to its respective Pro Rata Percentage) agrees that the Purchaser Indemnified Parties as the result of shall be entitled to indemnification for any and all Losses (without duplication) that are suffered by, imposed upon or asserted against any of the foregoingthem as a result of, whether in respect of, connected with, or not involving a Third-Party Claim (collectively, “Purchaser Losses”), incurred or suffered by any such Purchaser Indemnified Parties directly related to, arising out of, under, or resulting frompursuant to: (a) any breach or inaccuracy of any representation the representations or the breach of any warranty warranties made by any Seller Party the Company in this Agreement or in any other any Transaction Agreement Document; provided, however, that for purposes of determining whether there has been a breach or inaccuracy of such representations and warranties and the amount of Losses due to such breach or inaccuracy, all “Material Adverse Effect” qualifications and other materiality qualifications contained in any certificate, document or other instrument delivered at or prior to Closing pursuant to or in connection with this Agreementsuch representations and warranties shall be disregarded; (b) any nonfulfillment of breach of, or failure to perform, any covenant or agreement made by any Seller Party in this Agreement or any other Transaction Agreement or of the Company forth in any certificate, document or other instrument delivered at or prior to Closing pursuant to or in connection with this AgreementTransaction Document; (c) all Liabilities incurred byany Taxes that are imposed on, assessed against, or otherwise arising or accruing with respect tocollected from a Purchaser Indemnified Party, the Company and its or a Company Subsidiary (or for which any of the Company or a Company Subsidiaries may otherwise be liable) that relate to any taxable period of the Company or a Company Subsidiary ending on or prior to the Closing DateDate or the portion of a Straddle Period ending on the Closing Date that are not included as a liability in Closing Net Working Capital. For the avoidance of doubt, other than the following Liabilities: (i) Liabilities reflected Taxes imposed on, assessed against, or included within the items included incollected from a Purchaser Indemnified Party, the Final Working Capital Statement; Company or a Company Subsidiary in respect of any taxable period of the Company or a Company Subsidiary ending on or prior to the Closing Date or the portion of a Straddle Period ending on the Closing Date include (iiA) all Taxes imposed on, assessed against, or collected from the deferred revenue Liabilities as of Company or a Company Subsidiary with respect to any taxable period ending before the Closing Date; and (B) the amount of Taxes imposed on, determined in accordance with GAAP consistent with assessed against, or collected from the Unaudited Financial Statements; and (iii) Liabilities arising out Company or a Company Subsidiary, allocable to the portion of the performance of the Company’s or any Subsidiaries’ obligations under any Contract following a Straddle Period ending on the Closing and accrued after the ClosingDate; (d) any lossTaxes that are imposed on, Liability assessed against, or expense collected from any Blocker Company (or for which any of the Sellers’ RepresentativeBlocker Companies may otherwise by liable) that relate to any taxable period of any Blocker Company ending on or prior to the Closing Date or the portion of the Straddle Period ending on the Closing Date that are not included as a liability in Closing Net Working Capital. For the avoidance of doubt, Taxes imposed on, assessed against, or collected from any Blocker Company in respect of any taxable period of such Blocker Company ending on or prior to the Closing Date or the portion of a Straddle Period ending on the Closing Date include (A) all Taxes imposed on, assessed against, or collected from such Blocker Company with respect to any taxable period ending before the Closing Date; and (B) the amount of Taxes imposed on, assessed against, or collected from such Blocker Company, allocable to the portion of a Straddle Period ending on the Closing Date; (e) any breach of the matter referenced representations or warranties made by such Seller in Schedule 10.02(e)any Transaction Document; provided, however, that for purposes of determining whether there has been a breach or inaccuracy of such representations and warranties and the amount of Losses due to such breach or inaccuracy, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded; (f) the Texas Tax Disputeany breach of, or failure to perform, any covenant or agreement of such Seller set forth in any Transaction Document; (g) any breach of the Xxxxxxx Disputerepresentations or warranties made by the Blocker Companies in any Transaction Document; andprovided, however, that for purposes of determining whether there has been a breach or inaccuracy of such representations and warranties and the amount of Losses due to such breach or inaccuracy, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded; (h) any disputes with breach of, or failure to perform, any covenant or agreement of the Management Persons over Blocker Companies set forth in any Transaction Bonuses Document; (i) the matters set forth in Schedule 3.15; (j) any Indebtedness of any Group Company as of immediately prior to the Closing that is not deducted from the calculation of Net Purchase Price; (k) any Transaction Expenses that are not deducted from the calculation of Net Purchase Price; (l) any Liabilities of any Blocker Company (other than Indebtedness) as of immediately prior to the Closing or relating to Transaction Bonuses or other amounts claimed by them the periods prior to the Closing that are not deducted from the calculation of Net Purchase Price; (m) any Indebtedness of any Blocker Company as of immediately prior to the Closing that is not deducted from the calculation of Net Purchase Price; or (n) any earn-out payments that are finally determined to be due in connection with owed by Supreme to the closing Supreme Seller pursuant to Sections 2.4(b)(i) or 2.4(b)(ii) of the Stock Purchase and the other Transactions. The Seller Parties acknowledge and agree that the Company and its Subsidiaries shall not be obligated to indemnify any Purchaser Indemnified Parties from and after the Closing Date and that none of Sellers and the Founders shall have any right of contribution or right of indemnity or any other right or remedy against the Company, its Subsidiaries, Purchaser or any other Purchaser Indemnified Party in connection with any of their indemnification obligations under this Agreement; provided, that the foregoing shall not affect payments to or defense of any D/O Indemnitee under any director and officers insurance policy held by the Company or its SubsidiariesSupreme APA.

Indemnification of the Purchaser Indemnified Parties. From Subject to the other provisions of this Article VIII, from and after the Closing DateClosing, each of the Sellers and Founders, jointly and severally (but subject to the limits of Section 10.07 below), shall indemnify, reimburse, defend and hold harmless Purchaser and each of its officers, equity holders, directors, employees, members, agents and Affiliates (the “Purchaser Indemnified Parties”) Parties from and against any and all lossesDamages incurred, Liabilities, costs, expenses (including interest, penalties, reasonable attorneys’ and independent accountants’ fees and disbursements and all reasonable amounts paid in investigation, defense resulting or settlement of any of the foregoing and enforcement of its rights hereunder), damages, deficiencies, Taxes, fines, penalties, charges, assessments, judgments, settlements, demands, claims, actions, causes of action, and other obligations of any nature whatsoever (including exemplary, consequential, special, punitive and similar damages), and interest on amounts payable at the prime rate arising from the date amounts actually have been expended or losses realized by the Purchaser Indemnified Parties as the result of any of the foregoing, whether or not involving a Third-Party Claim (collectively, “Purchaser Losses”), incurred or suffered by any such Purchaser Indemnified Parties directly related to, arising out of, or resulting fromfollowing: (a) any breach or inaccuracy of any representation or the breach of any warranty made by any Seller Party the Sellers in this Agreement Article III or in any other Transaction Agreement or in any certificate, document or other instrument delivered at or prior to Closing pursuant to or in connection with Article IV this Agreement; (b) any nonfulfillment breach of any covenant covenant, agreement or agreement undertaking made by any Seller Party the Sellers in this Agreement or any other Transaction Agreement or in any certificate, document or other instrument delivered at or prior to Closing pursuant to or in connection with this AgreementCompany Ancillary Document; (c) all Liabilities incurred bySellers’ Transaction Expenses, to the extent not paid or otherwise arising accrued for at or accruing with respect to, the Company and its Subsidiaries prior to the Closing Date, other than the following Liabilities: (i) Liabilities reflected on, or included within the items included in, the Final Working Capital Statement; (ii) the deferred revenue Liabilities as of the Closing Date, determined in accordance with GAAP consistent with the Unaudited Financial Statements; and (iii) Liabilities arising out of the performance of the Company’s or any Subsidiaries’ obligations under any Contract following the Closing and accrued after the Closing; (d) notwithstanding any lossKnowledge qualifiers contained in any representations and warranties of the Sellers hereunder, any Liability or expense obligation for (i) any Taxes imposed on the Company with respect to any Pre-Closing Tax Period and the portion of any Straddle Period through and ending on the Closing Date, other than Taxes for which Sellers are entitled to be indemnified pursuant to Section 6.3 (provided, however, that the Sellers shall have no liability for Taxes attributable to transactions or occurrences outside the Ordinary Course on the Closing Date after the Closing), (ii) any Taxes of any member of an affiliated, consolidated combined or unitary group of which the Company (or predecessor of the Sellers’ Representative;Company) was a member prior to the Closing, for which the Company is liable pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation, (iii) any Taxes of any Person (other than the Company) imposed on the Company as a transferee, successor or by Contract, when the events giving rise to such Taxes and to the Company’s liability for such Taxes occurred prior to the Closing, (iv) any Taxes imposed upon any income or gain recognized by the Sellers or the Company with respect to the sale and purchase of the Shares pursuant to the provisions of this Agreement, and (v) any Transfer Taxes under California law; and (e) any Liability or obligation incurred by the matter referenced Company with respect to any of the Litigation disclosed or required to be disclosed in Schedule 10.02(e); (f) the Texas Tax Dispute; (g) the Xxxxxxx Dispute; and (h) any disputes with the Management Persons over Transaction Bonuses relating to Transaction Bonuses or other amounts claimed by them to be due in connection with the closing 3.12. The Damages of the Stock Purchase and the other Transactions. The Seller Parties acknowledge and agree that the Company and its Subsidiaries shall not be obligated to indemnify any Purchaser Indemnified Parties from and after described in this Section 8.1 as to which the Closing Date and that none of Sellers and the Founders shall have any right of contribution or right of indemnity or any other right or remedy against the Company, its Subsidiaries, Purchaser or any other Purchaser Indemnified Party Parties are entitled to indemnification are collectively referred to as “Purchaser Losses.” The Sellers’ liability with respect to Purchaser Losses shall be joint and several among the Sellers, other than Purchaser Losses incurred, resulting or arising from any breach or inaccuracy of any representation or warranty made by the Sellers in connection with any Article IV of their indemnification obligations under this Agreement; provided, that the foregoing which shall not affect payments to or defense of any D/O Indemnitee under any director and officers insurance policy held by the Company or its Subsidiariesbe several for all Sellers.

Indemnification of the Purchaser Indemnified Parties. From and after the Closing DateClosing, each of the Sellers and Founders, jointly and severally (but subject to the limits of Section 10.07 below), shall indemnify, defend and hold harmless Purchaser and each of its Affiliates, officers, equity holders, directors, employeesemployees or agents (collectively, members, agents and Affiliates (the “Purchaser Indemnified Parties”) against shall be indemnified by the Stockholders and the Optionholders (subject to, and in accordance with, the provisions of this Article XI and the Escrow Agreement) against, and held harmless from, any and all lossesloss, Liabilitiesliability, costs, expenses damage or expense (including interest, penalties, reasonable attorneys’ and independent accountants’ fees and disbursements and all reasonable amounts paid in investigation, defense legal fees) (“Losses”) suffered or settlement of incurred by any of the foregoing and enforcement of its rights hereunder), damages, deficiencies, Taxes, fines, penalties, charges, assessments, judgments, settlements, demands, claims, actions, causes of action, and other obligations of any nature whatsoever (including exemplary, consequential, special, punitive and similar damages), and interest on amounts payable at the prime rate from the date amounts actually have been expended or losses realized by the Purchaser Indemnified Parties as to the result of extent arising from (i) any breach of, or any misrepresentation with respect to, any of the representations and warranties expressly and specifically set forth in Article V; (ii) any Indebtedness or Transaction Expenses not fully paid on the Closing Date, or not taken as a reduction to the Allocable Amount at the Closing or as part of the Purchase Price Adjustments; (iii) any of the matters set forth on the Specific Indemnity Schedule and the Losses related thereto that are actually incurred prior to October 14, 2016, it being agreed that this Section 11.01(iii) shall not cover potential Losses from matters that are pending or otherwise have not been resolved prior to October 14, 2016; or (iv) any breach of any covenant contained in Article VI or Section 12.05(b). Notwithstanding the foregoing, whether or not involving a Third-Party Claim (collectivelyexcept in the case of Fraud, “Purchaser Losses”), incurred or suffered by any such Purchaser Indemnified Parties directly related to, arising out of, or resulting fromthe Purchaser’s right to assert claims against the Indemnification Escrow Funds pursuant to this Section 11.01 shall be subject to the following limitations: (a) the Purchaser Indemnified Parties shall not be entitled to recover under this Section 11.01 for an individual claim or group of related claims with respect to any inaccuracy Losses unless and until the amount of any representation or the breach of any warranty made by any Seller Party in this Agreement or in any other Transaction Agreement or in any certificate, document or other instrument delivered at or prior to Closing Losses that otherwise would be payable pursuant to this Section 11.01 with respect to such claim or group of related claims exceeds ten thousand dollars ($10,000) (the “Per Claim Threshold”), and then the Purchaser Indemnified Parties shall be entitled to recover only for the excess over the Per Claim Threshold, it being understood that any such individual claims or group of related claims for amounts less than the Per Claim Threshold shall be ignored in connection with this Agreementdetermining whether the Deductible has been exceeded; provided, however, such Per Claim Threshold shall not apply to any rights to indemnification relating to claims made pursuant to Section 11.01(ii), Section 11.01(iii) or Section 11.01(iv); (b) any nonfulfillment the Purchaser Indemnified Parties shall not be entitled to recover under this Section 11.01 until the total amount which the Purchaser Indemnified Parties would otherwise recover under this Section 11.01 (but for this Section 11.01(b)) exceeds on a cumulative basis an amount equal to Five Hundred Fifty Thousand dollars ($550,000) (the “Deductible”), and then only to the extent of any covenant such excess, it being understood that any individual claims or agreement group of related claims for amounts less than the Per Claim Threshold shall be ignored in determining whether the Deductible has been exceeded; provided, however, such Deductible shall not apply to any rights to indemnification relating to the Company Fundamental Representations or claims made by any Seller Party in this Agreement or any other Transaction Agreement or in any certificate, document or other instrument delivered at or prior to Closing pursuant to Section 11.01(ii), Section 11.01(iii), or in connection with this Agreement;Section 11.01(iv) (c) all Liabilities incurred bythe Purchaser Indemnified Parties shall not be entitled to recover under this Section 11.01 an aggregate amount in excess to the Indemnification Escrow Amount (the “Cap”); provided, however, the Cap shall not apply to any rights to indemnification relating to breaches of the Company Fundamental Representations or otherwise arising claims made pursuant to Section 11.01(ii), Section 11.01(iii) or accruing Section 11.01(iv); provided, further, that the Purchaser Indemnified Parties shall not be entitled to recover under this Section 11.01 an aggregate amount in excess to the Specific Indemnity Escrow Amount for claims made pursuant to Section 11.01(iii); provided, further, that the Purchaser Indemnified Parties shall not be entitled to recover under this Section 11.01 an aggregate amount in excess to the Merger Consideration with respect to, to breaches of the Company and its Subsidiaries prior to the Closing Date, other than the following Liabilities: (i) Liabilities reflected on, or included within the items included in, the Final Working Capital Statement; (ii) the deferred revenue Liabilities as of the Closing Date, determined in accordance with GAAP consistent with the Unaudited Financial Statements; and (iii) Liabilities arising out of the performance of the Company’s or any Subsidiaries’ obligations under any Contract following the Closing and accrued after the ClosingFundamental Representations; (d) the Purchaser Indemnified Parties shall only be entitled to recover under this Section 11.01 and this Agreement for any lossLosses for Taxes, Liability including any breach of any representations and warranties regarding Losses for Taxes with respect to taxable periods, or expense portions thereof, that end on or before the Closing Date and shall not be entitled to recover for Losses for Taxes (i) to the extent such Losses are related to the manner in which the Purchaser finances the transactions contemplated by this Agreement, (ii) for Losses relating to transactions occurring on the Closing Date after the Closing, or (iii) for Losses relating to any election under Section 336 or Section 338 of the Sellers’ RepresentativeCode, except if such Losses are a result of a breach of the representations contained in Section 5.08(g); (e) the matter referenced Purchaser Indemnified Parties shall not be entitled to recover or make a claim under this Section 11.01 for any Loss (and no such Loss shall be aggregated for purposes of Section 11.01(a) or Section 11.01(b)) to the extent such Loss is included in Schedule 10.02(e)the calculation of the final Allocable Amount or was included in the Closing Statement; (f) the Texas Tax DisputePurchaser Indemnified Parties shall not be entitled to recover under this Section 11.01 with respect to any Loss (and no such Loss shall be aggregated for purposes of Section 11.01(a) or Section 11.01(b)) for which it actually receives insurance proceeds; (g) except to the Xxxxxxx Disputeextent actually paid to an unrelated third-party as a result of a final, non-appealable determination in respect to a Third-Party Claim, the Purchaser Indemnified Parties shall not be entitled to recover under this Section 11.01 with respect to any Loss (and no such Loss shall be aggregated for purposes of Section 11.01(a) or Section 11.01(b)) with respect to any Loss for any amounts in respect of punitive, special or exemplary damages; and (h) any disputes with except to the Management Persons over Transaction Bonuses relating extent actually paid to Transaction Bonuses or other amounts claimed by them an unrelated third-party as a result of a final, non-appealable determination in respect to be due in connection with a Third-Party Claim, the closing of the Stock Purchase and the other Transactions. The Seller Purchaser Indemnified Parties acknowledge and agree that the Company and its Subsidiaries shall not be obligated entitled to indemnify any Purchaser Indemnified Parties from and after the Closing Date and that none of Sellers and the Founders shall have any right of contribution recover or right of indemnity or any other right or remedy against the Company, its Subsidiaries, Purchaser or any other Purchaser Indemnified Party in connection with any of their indemnification obligations make a claim under this Agreement; providedSection 11.01 with respect to any Loss (and no such Loss shall be aggregated for purposes of Section 11.01(a) or Section 11.01(b)), that regardless of the foregoing legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, with respect to any Loss for any amounts in respect of loss of future revenue, income or profits, and, in particular, no “multiple of profits”, “multiple of earnings” or “multiple of cash flow” or similar valuation methodology shall not affect payments to or defense be used in calculating the amount of any D/O Indemnitee under any director and officers insurance policy held by the Company or its SubsidiariesLosses.

Indemnification of the Purchaser Indemnified Parties. (a) From and after the Closing Date, each of subject to the Sellers limitations set forth in Section 11.3 and FoundersSection 11.6, the Shareholders will jointly and severally (but subject to the limits of Section 10.07 below), shall indemnify, defend indemnify and hold harmless the Purchaser (including the Company after the Closing), the officers and each directors of its the Purchaser, and their respective successors and assigns (other than Persons who were officers, equity holders, directors, managers, employees, membersagents, agents partners, Representatives, successors and Affiliates assigns of the Company immediately prior to the Closing) (collectively, the “Purchaser Indemnified Parties”) against from and against, any and all lossesLosses incurred or sustained by, Liabilitiesor imposed upon, costs, expenses (including interest, penalties, reasonable attorneys’ and independent accountants’ fees and disbursements and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and enforcement of its rights hereunder), damages, deficiencies, Taxes, fines, penalties, charges, assessments, judgments, settlements, demands, claims, actions, causes of action, and other obligations of any nature whatsoever (including exemplary, consequential, special, punitive and similar damages), and interest on amounts payable at the prime rate from the date amounts actually have been expended or losses realized by the Purchaser Indemnified Parties as the result based upon, arising or resulting from (a) any breach of any representation or warranty of the foregoingShareholders set forth in Article II, whether Article III or not involving a Third-Party Claim Article IV or in any related certificate or instrument delivered by or on behalf of the Shareholders or the Company pursuant to this Agreement, (collectively, b) any breach of any covenant or agreement of the Shareholders or the Company set forth in this Agreement or (c) any penalties or liabilities incurred by Company or Purchaser for the failure to have its own separate environmental license issued by the municipality council of Sant Cugat del Xxxxxx (the “Purchaser LossesPermit Failure”). (b) Each Shareholder shall, severally and not jointly, indemnify the Indemnified Parties and save and hold each of them harmless against and pay on behalf of or reimburse such Indemnified Parties as and when incurred or suffered by for any Losses which any such Purchaser Indemnified Parties directly related Party may suffer, sustain or become subject to, as a result of, in connection with, arising out of, relating or resulting fromincidental to or by virtue of: (ai) any inaccuracy in or breach of any representation or warranty of such Shareholder set forth in ARTICLE III or IV, whether such representation or warranty is made as of the date of this Agreement or as of the Closing Date; and (ii) any non-fulfillment or breach of any warranty covenant, agreement or undertaking made by any Seller Party in this Agreement or in any other Transaction Agreement or in any certificate, document or other instrument delivered at or prior to Closing pursuant to or in connection with this Agreement; (b) any nonfulfillment of any covenant or agreement made by any Seller Party such Shareholder in this Agreement or any other Transaction Agreement of the Schedules or Exhibits attached to this Agreement, or in any certificate, document or other instrument delivered at or prior Shareholder Related Agreement to Closing pursuant to or in connection with this Agreement; (c) all Liabilities incurred by, or otherwise arising or accruing with respect to, the Company and its Subsidiaries prior to the Closing Date, other than the following Liabilities: (i) Liabilities reflected on, or included within the items included in, the Final Working Capital Statement; (ii) the deferred revenue Liabilities as of the Closing Date, determined in accordance with GAAP consistent with the Unaudited Financial Statementswhich such Shareholder is a party; and (iii) Liabilities arising out any penalties or liabilities incurred by Company or Purchaser resulting from a Permit Failure. (c) In the event that the Company suffers, incurs or otherwise becomes subject to any Losses as a result of or in connection with any inaccuracy in or breach or alleged breach of any representation, warranty, covenant or obligation of the performance Company or the Shareholders or other matter referred to in Section 11.1(a) or Section 11.1(b), then (without limiting any of the Company’s rights of the Purchaser as an Indemnified Party) the Purchaser shall also be deemed, by virtue of their ownership of the Company Shares, to have suffered, incurred or any Subsidiaries’ obligations under any Contract following the Closing otherwise become subject to Losses as a result of and accrued after the Closing;in connection with such inaccuracy, breach, alleged breach or other matter. (d) any loss, Liability or expense of the Sellers’ Representative; (e) the matter referenced in Schedule 10.02(e); (f) the Texas Tax Dispute; (g) the Xxxxxxx Dispute; and (h) any disputes with the Management Persons over Transaction Bonuses relating to Transaction Bonuses or other amounts claimed by them to be due in connection with the closing of the Stock Purchase and the other Transactions. The Seller Parties acknowledge and agree that the Company and its Subsidiaries Shareholders shall not be obligated have and shall not exercise or assert (or attempt to indemnify any Purchaser Indemnified Parties from and after the Closing Date and that none of Sellers and the Founders shall have exercise or assert), any right of contribution or contribution, right of indemnity or any other right or remedy against the Company, its Subsidiaries, Purchaser or any other Purchaser Indemnified Party Company in connection with any indemnification obligation or any liability to which such current or former shareholders of their indemnification obligations the Company may become subject under or in connection with this Agreement or any other agreement or document delivered to the Purchaser in connection with this Agreement; provided, that the foregoing shall not affect payments to or defense of any D/O Indemnitee under any director and officers insurance policy held by the Company or its Subsidiaries.

Indemnification of the Purchaser Indemnified Parties. From (a) Subject to the limitations set forth in this Article VIII, from and after the Closing DateClosing, the Seller Indemnifying Parties agree, severally and not jointly (except, notwithstanding anything contrary set forth in this Agreement, (x) to the extent of the Holdback Amount, to which the Seller Indemnifying Parties hereby agree jointly and severally and (y) the Selected Sellers, each of the Sellers which agree to provide such indemnification on a joint and Founders, jointly and severally (but subject to the limits of Section 10.07 belowseveral basis), shall indemnify, defend to indemnify and hold harmless Purchaser and each of its officers, equity holders, directors, employees, members, agents and Affiliates (the “Purchaser Indemnified Parties”) Parties from and against any and all lossesLosses suffered, Liabilities, costs, expenses (including interest, penalties, reasonable attorneys’ and independent accountants’ fees and disbursements and all reasonable amounts paid in investigation, defense sustained or settlement of incurred by any of the foregoing and enforcement of its rights hereunder), damages, deficiencies, Taxes, fines, penalties, charges, assessments, judgments, settlements, demands, claims, actions, causes of action, and other obligations of any nature whatsoever (including exemplary, consequential, special, punitive and similar damages), and interest on amounts payable at the prime rate from the date amounts actually have been expended or losses realized by the Purchaser Indemnified Parties as the result of any of the foregoingParty, whether resulting from, arising in connection with or not involving a Third-Party Claim (collectively, “Purchaser Losses”), incurred or suffered by any such Purchaser Indemnified Parties directly related to, arising out of, or resulting from: (ai) any breach or inaccuracy of any a representation or warranty made by the Company or a Seller contained in this Agreement; (ii) any breach of any warranty covenant made by any the Company or a Seller Party in this Agreement Agreement; (iii) any Indemnified Taxes; (iv) any Transaction Expenses or in any other Transaction Agreement or in any certificate, document or other instrument delivered Indebtedness of the Company to the extent not paid at or prior to Closing pursuant to or included in connection with this Agreement;the determination of the Cash Purchase Price; or (v) actual and intentional fraud or intentional misrepresentation. (b) The representations and warranties, covenants and obligations of the Company, and the rights and remedies that may be exercised by the Purchaser Indemnified Parties, shall not be limited or otherwise affected by or as a result of either any nonfulfillment waiver of Closing conditions by Purchaser, or (ii) any covenant information furnished to, or agreement any due diligence investigation made by any Seller Party in this Agreement of the Purchaser Indemnified Parties or any other Transaction Agreement or in any certificate, document or other instrument delivered at or prior to Closing pursuant to or in connection with this Agreement;of their respective representatives. (c) all Liabilities incurred by, or otherwise arising or accruing with respect to, the Company and its Subsidiaries prior The Purchaser Indemnified Parties’ right to the Closing Date, other than the following Liabilitiesindemnification pursuant to Section 8.2(a)(i) shall be limited as follows: (i) Liabilities reflected onexcept with respect to Losses arising out of breaches or inaccuracies in any Fundamental Representation or any action based on actual and intentional fraud or intentional misrepresentation, or included within no Losses shall be subject to indemnification under Section 8.2(a)(i) until the items included intotal of all Losses in respect of indemnification claims under Section 8.2(a)(i) exceeds the Threshold, the Final Working Capital Statementand then recovery shall be permitted under Section 8.2(a)(i) for all Losses in excess of such Threshold; (ii) all claims for Losses in respect of indemnification claims under this Article VIII shall be satisfied (A) first, from the deferred revenue Liabilities as of Holdback Amount; and (B) second, from the Closing Date, determined Sellers directly subject to the other limitations in accordance with GAAP consistent with the Unaudited Financial Statementsthis Article VIII; and (iii) Liabilities arising if the Purchaser Indemnified Parties are entitled to indemnification under more than one clause or subclause of this Agreement with respect to Losses, then the Purchaser Indemnified Parties shall be entitled to only one indemnification or recovery for any Loss to the extent it arises out of the performance same set of the Company’s or any Subsidiaries’ obligations under any Contract following the Closing circumstances and accrued after the Closing;events and would constitute duplicative recovery. (d) No Losses may be claimed under Section 8.2 by any loss, Liability or expense Purchaser Indemnified Party to the extent such Losses are included in the calculation of any adjustment to the Sellers’ Representative;Purchase Price pursuant to Section 1.5. (e) In no event shall the matter referenced in Schedule 10.02(e); (f) Seller Indemnifying Party’s indemnification obligations to the Texas Tax Dispute; (g) the Xxxxxxx Dispute; and (h) any disputes with the Management Persons over Transaction Bonuses relating to Transaction Bonuses or other amounts claimed by them to be due in connection with the closing of the Stock Purchase and the other Transactions. The Seller Parties acknowledge and agree that the Company and its Subsidiaries shall not be obligated to indemnify any Purchaser Indemnified Parties from pursuant to this Article VIII except with respect to any action based on actual and after intentional fraud or intentional misrepresentation, exceed the Closing Date and that none of Sellers and the Founders shall have any right of contribution or right of indemnity or any other right or remedy against the Company, its Subsidiaries, Purchaser or any other Purchaser Indemnified Party in connection with any of their indemnification obligations under this Agreement; provided, that the foregoing shall not affect payments to or defense of any D/O Indemnitee under any director and officers insurance policy held by the Company or its SubsidiariesAggregate Purchase Price.

Indemnification of the Purchaser Indemnified Parties. From Subject to the other provisions of this ARTICLE X, from and after the Closing DateClosing, each of the Sellers and Founders, jointly and severally (but subject to the limits of Section 10.07 below), Equity Holders shall indemnify, reimburse, defend and hold harmless Purchaser and each of its officers, equity holders, directors, employees, members, agents and Affiliates (the “Purchaser Indemnified Parties”) Parties from and against any and all lossesDamages incurred, Liabilities, costs, expenses (including interest, penalties, reasonable attorneys’ and independent accountants’ fees and disbursements and all reasonable amounts paid in investigation, defense resulting or settlement of any of the foregoing and enforcement of its rights hereunder), damages, deficiencies, Taxes, fines, penalties, charges, assessments, judgments, settlements, demands, claims, actions, causes of action, and other obligations of any nature whatsoever (including exemplary, consequential, special, punitive and similar damages), and interest on amounts payable at the prime rate from the date amounts actually have been expended or losses realized by the Purchaser Indemnified Parties as the result of any of the foregoing, whether or not involving a Third-Party Claim (collectively, “Purchaser Losses”), incurred or suffered by any such Purchaser Indemnified Parties directly related to, arising out of, or resulting from: (a) any breach or inaccuracy of any representation or the breach of any warranty made by any Seller Party the Company in this Agreement or any breach by the Company of the covenant in Section 6.7(a) to notify the Purchaser of any other Transaction breach or inaccuracy of any representation or warranty made by the Company in this Agreement or in any certificate, document or other instrument delivered at or prior to the Closing pursuant to or in connection with this AgreementDate; (b) any nonfulfillment breach by the Company of any covenant covenant, agreement or agreement made by any Seller Party undertaking in this Agreement or any other Transaction Agreement or in any certificate, document or other instrument delivered at or required to be performed by the Company prior to Closing pursuant (but excluding any breach by the Company of the covenant in Section 6.7(a) to notify the Purchaser of any breach or inaccuracy of any representation or warranty made by the Company in connection with this AgreementAgreement prior to the Closing Date); (c) all Liabilities incurred byany Indebtedness and any Transaction Expenses, in each case to the extent not paid on or otherwise arising or accruing with respect to, the Company and its Subsidiaries prior to the Closing Date, other than the following Liabilities: (i) Liabilities reflected on, Date or included within the items included in, the Final Working Capital Statement; (ii) the deferred revenue Liabilities as of the Closing Date, determined in accordance with GAAP consistent with the Unaudited Financial Statements; and (iii) Liabilities arising out of the performance of the Company’s or any Subsidiaries’ obligations under any Contract following the Closing and accrued after at the Closing; (d) any lossand all liability for (i) all Taxes of, Liability or expense imposed on, the Company or any of its Subsidiaries, or for which the Sellers’ RepresentativeCompany or its Subsidiaries becomes liable, with respect to any Pre-Closing Tax Period, and any Pre-Closing Taxes with respect to any Straddle Period (determined in accordance with Section 6.15(e)), (ii) all Taxes of, or imposed on, the Company or any of its Subsidiaries, or for which the Company or its Subsidiaries become liable, as a result of having been a member of any affiliated, consolidated combined, unitary or similar group of which the Company or any of its Subsidiaries (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign law or regulation, (iii) any and all Taxes of any Person (other than the Company) imposed on the Company or its Subsidiaries as a transferee, successor or similar liability (including bulk transfer or similar Laws), operation of Law, by Contract or pursuant to any Law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing Date, (iv) any and all amounts required to be paid by the Company or any Subsidiary pursuant to any Tax Sharing Agreement that the Company or such Subsidiary was a party to (or was obligated) on or before the Closing Date, and (v) any and all Taxes required to be deducted and withheld with respect to payments made by the Purchaser, the Company or any of their respective Subsidiaries or Affiliates in connection with payments contemplated to be made hereunder, including payments to Option Holders, Phantom Stockholders and other Persons; (e) any claim made by any Equity Holder relating to any inaccuracy of the matter referenced in Schedule 10.02(e);Closing Statement (other than as it relates to the calculation of Working Capital, Net Indebtedness, Closing Cash, Restricted Cash and Transaction Expenses) and/or failure of the Holder Representative to properly distribute the Stockholder Closing Amount or any post-Closing consideration to the Equity Holders; and (f) any payments paid or owed by the Texas Tax Dispute; (g) Surviving Corporation to any Common Stockholder or Preferred Stockholder with respect to any Dissenting Shares to the Xxxxxxx Dispute; and (h) any disputes extent that the aggregate amount of such payments, together with the Management Persons over Transaction Bonuses relating aggregate amount of all Damages with respect thereto, exceeds the consideration that otherwise would have been payable to Transaction Bonuses such Common Stockholder or other amounts claimed by them Preferred Stockholder pursuant to be due in connection with ARTICLES II or III upon the closing conversion of such Dissenting Shares if such Common Stockholder or Preferred Stockholder had not exercised his, her or its appraisal right pursuant to Section 262 of the Stock Purchase DGCL and the other Transactionsany costs associated with defending any such appraisal claim. The Seller Parties acknowledge and agree that Damages of the Company and its Subsidiaries shall not be obligated to indemnify any Purchaser Indemnified Parties from and after described in this Section 10.1 as to which the Closing Date and that none of Sellers and the Founders shall have any right of contribution or right of indemnity or any other right or remedy against the Company, its Subsidiaries, Purchaser or any other Purchaser Indemnified Party in connection Parties are entitled to indemnification are collectively referred to as “Purchaser Losses.” The liability of the Equity Holders with respect to any of their indemnification obligations Purchaser Losses under this Agreement; providedAgreement shall be several and not joint, that in proportion to, and limited by, their Indemnity Pro Rata Percentages in respect of the foregoing shall not affect payments to or defense amount of any D/O Indemnitee under any director and officers insurance policy held by the Company or its Subsidiariessuch Purchaser Losses.