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

Indemnification of the Seller Indemnified Parties. 10.3.1 Subject to the limitations set forth in this Section 10, Purchaser Group hereby agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Seller Indemnified Party, resulting from, arising in connection with or related to (i) any breach of a representation or warranty made by Purchaser Group contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto, (ii) any breach of any covenant made by Purchaser Group in this Agreement or any Transaction Document or (iii) any Post Closing Liabilities. 10.3.2 If any Seller Indemnified Party becomes potentially entitled to any indemnification, the amount that such Seller Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.3.1 (i) shall be payable until the total of all such Losses exceeds the Deductible, and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Seller Indemnified Parties party shall not be entitled to recover twice for the same Losses under this Section; and (iii) third, the maximum aggregate liability of Purchaser Group in the case of indemnity claims under Section 10.3.1 (i) shall be $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability exceed the Purchase Price.

Indemnification of the Seller Indemnified Parties. 10.3.1 Subject Notwithstanding anything to the limitations set forth in this Section 10, Purchaser Group hereby agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Seller Indemnified Party, resulting from, arising in connection with or related to (i) any breach of a representation or warranty made by Purchaser Group contrary contained in this Agreement, any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto, (ii) any breach of any covenant made by Purchaser Group in this Agreement or any Transaction Document or (iii) any Post Closing Liabilities. 10.3.2 If any Seller Indemnified Party becomes potentially entitled to any indemnification, the amount that such Seller Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows: (i) firstIf the Transaction is consummated, no Losses in respect the Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(b) unless and until (A) the aggregate dollar amount for an individual Loss or group of indemnity claims under Section 10.3.1 related Losses, directly or indirectly paid, incurred, suffered or sustained by the Seller Indemnified Parties (ior any of them) shall be payable until exceeds the total Minor Claims Amount, and (B) the aggregate dollar amount of all Losses directly or indirectly paid, incurred, suffered or sustained by the Seller Indemnified Parties (or any of them), subject to satisfaction of the Minor Claims Amount, exceeds the Threshold as in effect at a given time, and if the aggregate amount of such indemnifiable Losses exceeds the DeductibleThreshold then in effect, and then recovery the Seller Indemnified Parties shall be permitted hereunder only entitled to seek indemnity recourse for all any such indemnifiable Losses in excess of such Threshold that would otherwise be indemnifiable pursuant to Section 8.2(b), subject to the other limitations and qualifications set forth in this Article VIII. (ii) The Seller Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.2(b) for any amount of Losses in excess of the Deductible; (ii) second, while Indemnity Cap as calculated at the application latest to occur of the working capital adjustment pursuant to Section 4.7 shall not limitEBITDA Condition Date, impair or mitigate any party’s rights to bring any claims for indemnification hereunderBlacksky Condition Date and Orders Condition Date, and the Seller, on behalf of itself and the other Seller Indemnified Parties party Parties, hereby agrees not to seek, and shall not be entitled to recover twice for the same recover, any Losses under this Section; andor other payments in excess of such Indemnity Cap. (iii) third, The foregoing limitations in this Section 8.4(b) shall not apply (and will not limit the maximum aggregate liability indemnification or other obligations of Purchaser Group Buyer) in the case event of indemnity claims under Section 10.3.1 (i) shall be $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability exceed the Purchase Pricefraud.

Indemnification of the Seller Indemnified Parties. 10.3.1 Subject to Effective at and after the limitations set forth in this Section 10Closing, Purchaser Group Buyer hereby indemnifies Seller and its Affiliates and their respective officers, directors, managers, employees, agents, successors and assignees (collectively, the “Seller Indemnified Parties”) against, and agrees to indemnify hold each of them harmless from, any and hold harmless all Damages (whether involving a Third-Party Claim or a claim solely between the parties hereto) incurred or suffered by the Seller Indemnified Parties from and against (regardless of whether such Damages arise as a result of the negligence, strict liability or any and all Losses suffered, sustained other Liability under any theory of law or incurred by equity of any Seller Indemnified Party, ) arising out of or resulting from, arising in connection with or related to : (i) any inaccuracy, misrepresentation or breach of a any representation or warranty made by Purchaser Group contained of Buyer in this Agreement, any Transaction Document Agreement or in any certificate or other writing delivered pursuant hereto (determined without regard to any qualification or thereto, exception contained therein relating to materiality or Material Adverse Effect or any similar qualification or standard) (“Buyer Warranty Breach”); (ii) any breach of any covenant made by Purchaser Group or agreement of Buyer in this Agreement (or any Transaction Document breach of any covenant or (iii) agreement of Buyer or any Post Closing Liabilities. 10.3.2 If any Seller Indemnified Party becomes potentially entitled of its Subsidiaries in this Agreement prior to any indemnification, the amount that such Seller Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.3.1 (i) shall be payable until the total of all such Losses exceeds the Deductible, and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible; (ii) second, while the application of the working capital adjustment pursuant to Section 4.7 shall not limit, impair or mitigate any party’s rights to bring any claims for indemnification hereunder, the Seller Indemnified Parties party shall not be entitled to recover twice for the same Losses under this SectionClosing); and (iii) third, any Liabilities of the maximum aggregate liability of Purchaser Group in the case of indemnity claims under Section 10.3.1 (i) shall be $750,000Company that do not constitute Excluded Liabilities; provided that Buyer shall not be liable for any Buyer Warranty Breach (other than in no event respect of a breach of any Buyer Fundamental Representations) unless the aggregate amount of Damages with respect to all such Buyer Warranty Breaches exceeds $1,450,000, and Buyer’s maximum liability shall the maximum aggregate liability for indemnity claims liability not exceed the Purchase Price$14,500,000 with respect to such Buyer Warranty Breaches.

Indemnification of the Seller Indemnified Parties. 10.3.1 Subject From and after the Closing, subject to the limitations set forth in this Section 10Article XIV, Purchaser Group hereby the Buyer agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses suffered, sustained or incurred by any Seller Indemnified Party, Party resulting from, from or arising in connection with or related to out of (i) any breach inaccuracy of a representation or warranty made by Purchaser Group contained the Buyer Parties in this AgreementArticle VII as of the Agreement Date or as of the Closing Date as if made on such date (except in the case of any representation or warranty that by its terms addresses matters only as of another specified date, any Transaction Document or any certificate or other writing delivered pursuant hereto or theretowhich need be so true and correct only as of such specified date), (ii) any breach of any covenant or agreement made by Purchaser Group the Buyer Parties or the Surviving Company in this Agreement or any Transaction Document or (iii) Meritas or any Post Closing Liabilities. 10.3.2 If any Seller Indemnified Party becomes potentially entitled to any indemnification, the amount that such Seller Indemnified Party is entitled to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.3.1 (i) shall be payable until the total of all such Losses exceeds the Deductible, and then recovery shall be permitted hereunder only for all Losses in excess of the Deductible; (ii) secondIncluded Subsidiaries, while the application or any of the working capital adjustment pursuant to Section 4.7 shall not limittheir respective businesses, impair properties or mitigate any party’s rights to bring any claims for indemnification hereunderassets post-Closing so long as, the Seller Indemnified Parties party shall not be entitled to recover twice for the same Losses under this Section; and (iii) third, the maximum aggregate liability of Purchaser Group in the case of indemnity claims under clause (iii), the matters underlying such Losses have not given, or would not reasonably be expected to give, rise to a claim for indemnification pursuant to Section 10.3.1 (i) 14.3(a). For purposes of this Section 14.4, full effect shall be $750,000; provided that given to any “material,” materiality,” “in no event all material respects,” “Material Adverse Effect” or qualifications of similar import contained in a Buyer Party’s representations and warranties for purposes of determining whether an inaccuracy in or breach thereof has occurred, but if an inaccuracy or breach has occurred, such qualifications therein shall not be given effect for purposes of calculating the maximum aggregate liability for indemnity claims liability exceed the Purchase PriceLosses incurred by any Seller Indemnified Party.

Indemnification of the Seller Indemnified Parties. 10.3.1 (a) Subject to Section 9.4, the limitations set forth in this Section 10, Purchaser Group hereby agrees to indemnify and hold harmless the Seller (the “Seller Indemnified Parties Parties”) from and against any and all Losses suffered, sustained or incurred by any that the Seller Indemnified PartyParties may sustain (whether or not instituted by a third party), resulting fromor to which the Seller Indemnified Parties may be subjected, arising out of or in connection with or related to with: (i) any inaccuracy or misrepresentation in or breach of a any representation or warranty made by of the Purchaser Group contained in this Agreement, Article VI or in any Transaction Document or any certificate or other writing delivered pursuant hereto or thereto, Purchaser Document; (ii) any breach of any covenant made by or agreement of the Purchaser Group any Purchaser Document solely to the extent such breach requires performance following the Closing in this Agreement or any Transaction Document or connection with the transactions contemplated herein; (iii) any Post Closing LiabilitiesAssumed Liability; or (iv) the conduct of the Business subsequent to Closing. 10.3.2 If (b) Following the Closing, the Company shall not have any Liability to the Seller Indemnified Party becomes potentially entitled to Parties or any indemnificationother Person arising out of or as a result of any inaccuracy or misrepresentation in or breach of the representations or warranties made by, or a breach of any covenant or agreement made by, the amount that such Company or the Seller. The Seller Indemnified Party is entitled Parties shall not have any right of indemnification or contribution against the Company on account of any event or condition occurring or existing prior to recover in connection therewith shall nevertheless be limited as follows: (i) first, no Losses in respect of indemnity claims under Section 10.3.1 (i) shall be payable until or on the total of all such Losses exceeds the Deductible, and then recovery shall be permitted hereunder only for all Losses in excess date of the Deductible; (ii) second, while the application Closing. In furtherance of the working capital adjustment pursuant foregoing and except to the extent provided in Section 4.7 shall Error! Reference source not limitfound., impair or mitigate any party’s rights to bring any claims for indemnification hereundereffective as of the Closing, the Seller Indemnified Parties party shall not be entitled hereby forever release and discharge the Company and its officers, employees and directors from any and all promises, agreements, Liabilities or Losses of any nature whatsoever, which the Seller Indemnified Parties now have, has had, or may hereafter claim to recover twice for have had against the same Losses under this Section; and (iii) thirdsuch Person by reason of any matter, act, omission, cause, or event that has occurred through the maximum aggregate liability of Purchaser Group in the case of indemnity claims under Section 10.3.1 (i) shall be $750,000; provided that in no event shall the maximum aggregate liability for indemnity claims liability exceed the Purchase PriceClosing Date.