Common use of Indemnification of the Seller Clause in Contracts

Indemnification of the Seller. (a) After the Closing, the Purchaser shall indemnify each of the Seller and its Affiliates and their respective directors, members, officers, equity holders, partners, employees, agents, subsidiaries, representatives and successors and assigns (collectively, the “Seller Indemnified Parties,” and together with the Purchaser Indemnified Parties, the “Indemnified Parties”), and save and hold each of the Seller Indemnified Parties harmless from and against and pay or reimburse the Seller Indemnified Parties as and when incurred for: (i) any and all Losses which any Seller Indemnified Party may suffer, sustain or become subject to, to the extent resulting from or arising out of any inaccuracy in or breach of any representation or warranty of the Parent or the Purchaser contained in this Agreement as of the date hereof or as of the Closing Date; (ii) any and all Losses which any Seller Indemnified Party may suffer, sustain or become subject to, to the extent resulting from or arising out of any nonfulfillment or breach of any covenant or agreement on the part of the Company after the Closing or on the part of the Parent or the Purchaser; (iii) any and all (i) Taxes of the Company for all taxable periods ending after the Closing Date (as allocated, in the case of a Straddle Period, pursuant to Section 6.9(a) hereof), or (ii) Transfer Taxes for which the Purchaser is responsible pursuant to Section 6.9(d). (b) The representations and warranties of Parent and the Purchaser contained in this Agreement and in any certificate delivered pursuant to Section 3.3 of this Agreement shall survive the Closing and continue in full force and effect (i) in the case of the representations and warranties set forth in Sections 5.1(a), 5.2, 5.4 and 5.22, indefinitely; (ii) in the case of representations and warranties set forth in Sections 5.19 and 5.21 until sixty (60) days following the expiration of the applicable statute of limitations (including any extension thereof) with respect to the subject matter of such representations and warranties; and (iii) in the case of all other representations and warranties, until the date that is twelve (12) months following the Closing Date. The representations and warranties identified in clause (i) of the immediately preceding sentence are referred to herein as the “Purchaser Fundamental Representations.” Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the representation or warranty upon which such claim is based, the relevant representations and warranties shall not expire but solely as to such claim, and such claim may be pursued until the final resolution of such claim in accordance with the provisions of this Article 9. (c) The Purchaser shall not be liable to Seller Indemnified Parties under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) unless and until the Losses incurred by all Seller Indemnified Parties pursuant thereto exceed, in the aggregate, the Deductible, in which case the Purchaser shall be liable, subject to Sections 9.2(d), (e) and (f), to the applicable Seller Indemnified Party for the full amount of the Losses in excess of the Deductible. (d) The aggregate amount required to be paid by the Purchaser for claims for indemnification made under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) shall not exceed Twenty-Two Million Dollars ($22,000,000). (e) Notwithstanding anything to the contrary contained herein, (i) Sections 9.2(c) and 9.2(d) shall not apply to Losses in connection with, resulting from or arising out of directly or indirectly, any inaccuracy in or breach of a Purchaser Fundamental Representation or any of the representations and warranties set forth in Section 5.21, any breach of a covenant required to be performed following the Closing or fraud with respect to Purchaser’s or Parent’s representations and warranties set forth in this Agreement, and (ii) no indemnification payment made by the Seller with respect to any matter described in clause (i) of this subsection (e) shall be included in calculating whether the cap in Sections 9.2(d) has been met. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Purchaser be required to pay any amounts in satisfaction of claims for indemnification under the provisions of this Agreement in excess of an amount equal to the Seller’s Consideration actually received by the Seller in the aggregate.

Indemnification of the Seller. (a) After the Closing, the The Purchaser shall indemnify each of the Seller and each of its Affiliates and each of their respective directors, members, officers, equity holders, partnersdirectors, employees, agentsstockholders, subsidiariesagents and Representatives (each a “Seller Indemnified Party”) against and hold each Seller Indemnified Party harmless from any and all Losses suffered or incurred by any such Seller Indemnified Party arising from, representatives and successors and assigns relating to or otherwise in connection with (collectively, the “Seller Indemnified Parties,” and together with the Purchaser Indemnified Parties, the “Indemnified PartiesIndemnifiable Losses”), and save and hold each of the Seller Indemnified Parties harmless from and against and pay or reimburse the Seller Indemnified Parties as and when incurred for:): (i) any and all Losses which any Seller Indemnified Party may suffer, sustain or become subject to, to the extent resulting from or arising out of any inaccuracy in or breach of any representation or warranty of the Parent Purchaser contained in this Agreement or in any other agreement or instrument executed and delivered by the Purchaser pursuant to this Agreement; or (ii) any breach or failure to perform any covenant or agreement of the Purchaser contained in this Agreement as of or in any other agreement or instrument executed and delivered by the date hereof or as of the Closing Date; (ii) any and all Losses which any Seller Indemnified Party may suffer, sustain or become subject to, to the extent resulting from or arising out of any nonfulfillment or breach of any covenant or agreement on the part of the Company after the Closing or on the part of the Parent or the Purchaser; (iii) any and all (i) Taxes of the Company for all taxable periods ending after the Closing Date (as allocated, in the case of a Straddle Period, Purchaser pursuant to Section 6.9(a) hereof), or (ii) Transfer Taxes for which the Purchaser is responsible pursuant to Section 6.9(d)this Agreement. (b) The representations and warranties of Parent and the Purchaser contained in this Agreement and in any certificate delivered pursuant to Section 3.3 of this Agreement shall survive the Closing and continue in full force and effect (i) in the case of the representations and warranties set forth in Sections 5.1(a), 5.2, 5.4 and 5.22, indefinitely; (ii) in the case of representations and warranties set forth in Sections 5.19 and 5.21 until sixty (60) days following the expiration of the applicable statute of limitations (including any extension thereof) Seller’s aggregate remedy with respect to any and all Seller Indemnifiable Losses under Section 7.3(a)(i) shall in no event exceed the subject matter of such representations and warranties; and (iii) in the case of all other representations and warranties, until the date that is twelve (12) months following the Closing Date. The representations and warranties identified in clause (i) of the immediately preceding sentence are referred to herein as the “Purchaser Fundamental Representations.” Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the representation or warranty upon which such claim is based, the relevant representations and warranties shall not expire but solely as to such claim, and such claim may be pursued until the final resolution of such claim in accordance with the provisions of this Article 9Cap. (c) The Purchaser shall not be liable to No payment for any Seller Indemnified Parties Indemnifiable Losses under Section 9.2(a)(i7.3(a)(i) and, solely shall be required unless and until (i) the Purchaser Indemnifiable Losses with respect to covenants to be performed prior to any matter or series of related matters exceed the Closing Date, Section 9.2(a)(ii) unless and until the Losses incurred by all Seller Indemnified Parties pursuant thereto exceed, in the aggregate, the DeductiblePer Claim Threshold, in which case payment for all such Purchase Indemnifiable Losses shall be required, including the first $100,000 (subject to any applicable limitations herein, including clause (ii) of this sentence), and (ii) the aggregate amount of such Seller Indemnifiable Losses exceeds the Indemnification Deductible and then only to the extent the Purchaser shall be liable, subject to Sections 9.2(d), (e) and (f), to Indemnifiable Losses exceed the applicable Seller Indemnified Party for the full amount of the Losses in excess of the Indemnification Deductible. (d) The aggregate amount required to be paid by the Purchaser for claims for indemnification made under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) shall not exceed Twenty-Two Million Dollars ($22,000,000). (e) Notwithstanding anything to the contrary contained herein, (i) the limitations set forth in Sections 9.2(c7.3(b) and 9.2(d7.3(c) shall not apply to Seller Indemnifiable Losses arising from, relating to or otherwise in connection with, resulting from or arising out of directly or indirectly, any inaccuracy in or breach of a Purchaser Fundamental Representation or any of the representations and warranties set forth in Section 5.21, with any breach of a covenant required to be performed following the Closing or fraud with respect to Purchaser’s or Parent’s representations and warranties set forth in this Agreement, Fundamental Representation and (ii) no indemnification payment made by the Seller any Indemnifying Party arising from, relating to or otherwise in connection with respect to any matter described in clause (i) breach of this subsection (e) any Fundamental Representation shall be included considered in calculating determining whether the cap in Sections 9.2(d) Per Claim Threshold, the Indemnification Deductible or the Cap has been metexceeded. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Purchaser be required to pay any amounts in satisfaction of claims for indemnification under the provisions of this Agreement in excess of an amount equal to the Seller’s Consideration actually received by the Seller in the aggregate.

Indemnification of the Seller. (a) After Subject to the limitations set forth in this Article X, from and after the Closing, the Purchaser shall indemnify and hold harmless, to the fullest extent permitted by Law, each of the Seller Sellers Indemnified Parties from, against and its Affiliates and their respective directorsin respect of any Losses based upon, members, officers, equity holders, partners, employees, agents, subsidiaries, representatives and successors and assigns (collectively, the “Seller Indemnified Parties,” and together with the Purchaser Indemnified Parties, the “Indemnified Parties”), and save and hold each arising out of or resulting from any of the Seller Indemnified Parties harmless from and against and pay or reimburse the Seller Indemnified Parties as and when incurred forfollowing without any duplication: (ia) any and all Losses which any Seller Indemnified Party may sufferbreach of, sustain or become subject toinaccuracy in, to the extent resulting from or arising out of any inaccuracy in or breach of any representation or warranty made by the Purchaser in this Agreement, in any other Transaction Document or in any certificate or document delivered with respect hereto or thereto; (b) any breach or default in performance by the Purchaser of the Parent any covenant or agreement of the Purchaser contained in this Agreement as of the date hereof Agreement, in any other Transaction Document or as of the Closing Datein any certificate or document delivered with respect hereto or thereto; (iic) any and all Losses which any Seller Indemnified Party may suffer, sustain or become subject to, to the extent resulting from or arising out of any nonfulfillment or breach of any covenant or agreement on the part of the Company after the Closing or on the part of the Parent Assumed Liabilities or the Purchaser;Transferred Assets; and/or (iiid) any and all (i) Taxes of the Company Transferred Subsidiaries or with respect to the Transferred Assets or the Business for all taxable periods ending (or portions thereof) beginning after the Closing Date (as allocatedDate, in the case of a Straddle Period, pursuant to Section 6.9(a) hereof), or (ii) Transfer other than any such Taxes for which the Purchaser is responsible pursuant Sellers are required to Section 6.9(d). (b) The representations and warranties of Parent and indemnify the Purchaser contained in this Agreement and in any certificate delivered pursuant to or its Affiliates under Section 3.3 of this Agreement shall survive the Closing and continue in full force and effect (i) in the case of the representations and warranties set forth in Sections 5.1(a10.2(d), 5.2, 5.4 and 5.22, indefinitely; (ii) in the case one-half of representations and warranties set forth in Sections 5.19 and 5.21 until sixty any Transfer Taxes; (60iii) days following the expiration Taxes of the applicable statute Sellers (or their Affiliates) directly attributable to a Purchaser Tax Act; and (iv) Taxes of limitations the Sellers (or their Affiliates) directly attributable to any breach by the Purchaser or its Affiliates (including any extension thereofTransferred Subsidiary after the Effective Time) of any covenant or other agreement with respect to the subject matter of Taxes hereunder (such representations and warranties; and (iii) Taxes described in the case of all other representations and warrantiesthis Section 10.3(d), until the date that is twelve (12) months following the Closing Date. The representations and warranties identified in clause (i) of the immediately preceding sentence are referred to herein as the “Purchaser Fundamental Representations.” Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the representation or warranty upon which such claim is based, the relevant representations and warranties shall not expire but solely as to such claim, and such claim may be pursued until the final resolution of such claim in accordance with the provisions of this Article 9. (c) The Purchaser shall not be liable to Seller Indemnified Parties under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) unless and until the Losses incurred by all Seller Indemnified Parties pursuant thereto exceed, in the aggregate, the Deductible, in which case the Purchaser shall be liable, subject to Sections 9.2(d), (e) and (f), to the applicable Seller Indemnified Party for the full amount of the Losses in excess of the Deductible. (d) The aggregate amount required to be paid by the Purchaser for claims for indemnification made under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) shall not exceed Twenty-Two Million Dollars ($22,000,000Assumed Taxes”). (e) Notwithstanding anything to the contrary contained herein, (i) Sections 9.2(c) and 9.2(d) shall not apply to Losses in connection with, resulting from or arising out of directly or indirectly, any inaccuracy in or breach of a Purchaser Fundamental Representation or any of the representations and warranties set forth in Section 5.21, any breach of a covenant required to be performed following the Closing or fraud with respect to Purchaser’s or Parent’s representations and warranties set forth in this Agreement, and (ii) no indemnification payment made by the Seller with respect to any matter described in clause (i) of this subsection (e) shall be included in calculating whether the cap in Sections 9.2(d) has been met. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Purchaser be required to pay any amounts in satisfaction of claims for indemnification under the provisions of this Agreement in excess of an amount equal to the Seller’s Consideration actually received by the Seller in the aggregate.

Indemnification of the Seller. Subject to the limitations set forth in SECTION 8.6 above and SECTION 9.1(C) and (aD) After below, and to the Closingextent the Seller or Seller Indemnified Party is not indemnified under a Transaction Document, the Purchaser shall agrees to indemnify each of the Seller and its Affiliates and each of their respective directors, members, officers, equity holders, partners, employees, agents, subsidiaries, representatives and each of their respective successors and permitted assigns (collectively, the “Seller Indemnified Parties,” and together with the Purchaser Indemnified Parties, the “Indemnified Parties”each a "SELLER INDEMNIFIED PARTY"), and save and hold each of the Seller Indemnified Parties harmless from and against and pay all Adverse Consequences arising out of or reimburse the Seller Indemnified Parties as and when incurred for: resulting from (i) any and all Losses which any Seller Indemnified Party may suffermisrepresentation, sustain or become subject to, to the extent resulting from or arising out of any inaccuracy in or breach of any representation or warranty of the Parent or the Purchaser contained in this Agreement as of the date hereof or as of the Closing Date; Agreement, (ii) any and all Losses which any Seller Indemnified Party may suffer, sustain or become subject to, to the extent resulting from or arising out of any nonfulfillment or breach of or failure by the Purchaser to perform any covenant or agreement on contained in this Agreement, (iii) the part failure by the Company to perform any covenant or agreement contained in the NICO Reinsurance Agreement after the Closing Date, (iv) the writing of new business of the Company after following the Closing Date, (iv) any liability, fee or commission with respect to the Xxxx Consulting or any other broker acting on the part behalf of the Parent or the Purchaser; Purchaser and (iiiv) any and all (i) Taxes of the Company for all any taxable periods ending Period or portion thereof that begins after the Closing Date (as allocatedDate; provided that the Purchaser shall have no obligation to indemnify the Seller and/or a Seller Indemnified Party to the extent any such Adverse Consequence arises out of or is attributable to the acts or omissions of the Seller, in the case of a Straddle Period, pursuant to Section 6.9(a) hereof)Seller Indemnified Party, or (ii) Transfer Taxes for which the Purchaser is responsible pursuant to Section 6.9(d). (b) The representations and warranties of Parent and the Purchaser contained in this Agreement and in any certificate delivered pursuant to Section 3.3 of this Agreement shall survive the Closing and continue in full force and effect (i) in the case employee, officer, director, and/or agent of the representations and warranties set forth in Sections 5.1(a), 5.2, 5.4 and 5.22, indefinitely; (ii) in the case of representations and warranties set forth in Sections 5.19 and 5.21 until sixty (60) days following the expiration of the applicable statute of limitations (including any extension thereof) with respect to the subject matter of such representations and warranties; and (iii) in the case of all other representations and warranties, until the date that is twelve (12) months following the Closing Date. The representations and warranties identified in clause (i) of the immediately preceding sentence are referred to herein as the “Purchaser Fundamental Representations.” Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the representation Company on or warranty upon which such claim is based, the relevant representations and warranties shall not expire but solely as to such claim, and such claim may be pursued until the final resolution of such claim in accordance with the provisions of this Article 9. (c) The Purchaser shall not be liable to Seller Indemnified Parties under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) unless and until the Losses incurred by all Seller Indemnified Parties pursuant thereto exceed, in the aggregate, the Deductible, in which case the Purchaser shall be liable, subject to Sections 9.2(d), (e) and (f), to the applicable Seller Indemnified Party for the full amount of the Losses in excess of the Deductible. (d) The aggregate amount required to be paid or any breach by the Purchaser for claims for indemnification made under Section 9.2(a)(i) and, solely with respect to covenants to be performed Company prior to the Closing Date, Section 9.2(a)(ii) shall not exceed Twenty-Two Million Dollars ($22,000,000). (e) Notwithstanding anything to the contrary contained herein, (i) Sections 9.2(c) and 9.2(d) shall not apply to Losses in connection with, resulting from or arising out Date of directly or indirectly, any inaccuracy in or breach of a Purchaser Fundamental Representation or any of the representations and warranties set forth in Section 5.21, any breach of a covenant required to be performed following the Closing or fraud with respect to Purchaser’s or Parent’s representations and warranties set forth in this Agreement, and (ii) no indemnification payment made by the Seller with respect to any matter described in clause (i) of this subsection (e) shall be included in calculating whether the cap in Sections 9.2(d) has been met. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Purchaser be required to pay any amounts in satisfaction of claims for indemnification its obligations under the provisions of this Agreement in excess of an amount equal to the Seller’s Consideration actually received by the Seller in the aggregateNICO Reinsurance Agreement.

Indemnification of the Seller. (a) After Subject to the other terms of this ARTICLE VII, from and after the Closing, the Purchaser Buyer shall indemnify each of and hold the Seller and its Affiliates and their respective officers, directors, managers, shareholders, members, officers, equity holders, partners, employees, agents, subsidiaries, attorneys and their representatives and successors and assigns (collectively, the “Seller Indemnified Parties,” and and, together with the Purchaser Buyer Indemnified Parties, the “Indemnified Parties”) harmless from all Losses incurred by them which arise or result from (a) any breach of any of the representations or warranties of Buyer contained in this Agreement or in the certificate delivered at the Closing by the Buyer pursuant to Section 6.2(c), and save and hold each (b) the failure of the Seller Indemnified Parties harmless from Buyer to perform any of its covenants or agreements set forth herein, or (c) the failure of the Company to perform any covenant or agreement set forth herein which by its terms is to be performed after the Closing. The Seller’s right to make claims under this Section, however, shall be subject to the following limitations and against and pay or reimburse the Seller Indemnified Parties as and when incurred forconditions: (i) The Buyer shall not have any liability pursuant to Section 7.3(a) unless, and all Losses which any Seller Indemnified Party may suffer, sustain or become subject to, only to the extent resulting from or arising out that, the cumulative amount of any inaccuracy in or breach Losses incurred by the Seller Indemnified Parties exceeds $1,800,000, and then only to the extent of any representation or warranty of the Parent or the Purchaser contained in this Agreement as of the date hereof or as of the Closing Date;such excess. (ii) any Except for (A) its obligation to pay the Cash Purchase Price, (B) its obligation to make the Earnout Payment, if any, and all Losses which any Seller Indemnified Party may suffer, sustain or become subject to, (C) its and the Company’s other obligations in respect of covenants and agreements to the extent resulting from or arising out of any nonfulfillment or breach of any covenant or agreement on the part of the Company be performed after the Closing or on Closing, the part of the Parent or the Purchaser; (iii) any and all (i) Taxes of the Company for all taxable periods ending after the Closing Date (as allocated, in the case of a Straddle Period, Buyer’s aggregate liability pursuant to Section 6.9(a) hereof), or (ii) Transfer Taxes for which the Purchaser is responsible pursuant to Section 6.9(d). (b) The representations and warranties of Parent and the Purchaser contained in this Agreement and in any certificate delivered pursuant to Section 3.3 of this Agreement 7.3 shall survive the Closing and continue in full force and effect (i) be limited in the case of the representations and warranties set forth in Sections 5.1(a), 5.2, 5.4 and 5.22, indefinitely; (ii) in the case of representations and warranties set forth in Sections 5.19 and 5.21 until sixty (60) days following the expiration of the applicable statute of limitations (including any extension thereof) with respect aggregate to the subject matter of such representations and warranties; and (iii) in the case of all other representations and warranties, until the date that is twelve (12) months following the Closing Date. The representations and warranties identified in clause (i) of the immediately preceding sentence are referred to herein as the “Purchaser Fundamental Representations$12,000,000.” Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the representation or warranty upon which such claim is based, the relevant representations and warranties shall not expire but solely as to such claim, and such claim may be pursued until the final resolution of such claim in accordance with the provisions of this Article 9. (c) The Purchaser shall not be liable to Seller Indemnified Parties under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) unless and until the Losses incurred by all Seller Indemnified Parties pursuant thereto exceed, in the aggregate, the Deductible, in which case the Purchaser shall be liable, subject to Sections 9.2(d), (e) and (f), to the applicable Seller Indemnified Party for the full amount of the Losses in excess of the Deductible. (d) The aggregate amount required to be paid by the Purchaser for claims for indemnification made under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) shall not exceed Twenty-Two Million Dollars ($22,000,000). (e) Notwithstanding anything to the contrary contained herein, (i) Sections 9.2(c) and 9.2(d) shall not apply to Losses in connection with, resulting from or arising out of directly or indirectly, any inaccuracy in or breach of a Purchaser Fundamental Representation or any of the representations and warranties set forth in Section 5.21, any breach of a covenant required to be performed following the Closing or fraud with respect to Purchaser’s or Parent’s representations and warranties set forth in this Agreement, and (ii) no indemnification payment made by the Seller with respect to any matter described in clause (i) of this subsection (e) shall be included in calculating whether the cap in Sections 9.2(d) has been met. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Purchaser be required to pay any amounts in satisfaction of claims for indemnification under the provisions of this Agreement in excess of an amount equal to the Seller’s Consideration actually received by the Seller in the aggregate.

Indemnification of the Seller. (a) After the ClosingThe Buyer hereby agrees to indemnify, the Purchaser shall indemnify and hold harmless each of the Seller and Seller, its Affiliates Affiliates, including each Seller's Affiliate, and their respective directors, members, officers, equity holders, partnersdirectors, employees, agents, subsidiaries, advisors and representatives and successors and assigns (collectively, the “"Seller Indemnified Parties,” and together with the Purchaser Indemnified Parties, the “Indemnified Parties”), and save and hold each of the Seller Indemnified Parties harmless Indemnitees") from and against and pay or reimburse the Seller Indemnified Parties as and when incurred for: (i) any and all Losses which any Seller Indemnified Party may sufferLoss arising out of, sustain or become subject to, to the extent resulting from or arising out of relating to (a) any inaccuracy in or breach of any representation or warranty made by the Buyer or any of the Parent or the Purchaser contained Buyers' Affiliates in this Agreement as or in any of the date hereof 221 33 Related Agreements or as in any certificate or other closing document furnished by the Buyer or any of the Closing Date; Buyers' Affiliates pursuant to this Agreement or any of the Related Agreements, (iib) any and all Losses which breach or default in performance by the Buyer or any Seller Indemnified Party may suffer, sustain or become subject to, to of the extent resulting from or arising out of any nonfulfillment or breach Buyers' Affiliates of any covenant or agreement on the part of the Company after the Closing Buyer or on the part any of the Parent Buyers' Affiliates in this Agreement or the Purchaser; (iii) in any and all (i) Taxes of the Company for all taxable periods ending after Related Agreements or in any certificate or other closing document furnished by the Closing Date (as allocated, in Buyer or any of the case of a Straddle PeriodBuyers' Affiliates, pursuant to Section 6.9(athis Agreement or any of the Related Agreements, (c) hereof)the Assumed Liabilities, (d) the failure of Buyer or (ii) Transfer Taxes for which any of the Purchaser is responsible pursuant Buyers' Affiliates to Section 6.9(d). (b) The representations and warranties provide notice or timely notice required of Parent and the Purchaser contained Buyer or any of the Buyers' Affiliates in connection with the consummation of this Agreement and in any certificate delivered pursuant to Section 3.3 of this Agreement shall survive the Closing Related Agreements and continue in full force the transactions contemplated herein and effect (i) in the case of the representations and warranties set forth in Sections 5.1(a), 5.2, 5.4 and 5.22, indefinitely; (ii) in the case of representations and warranties set forth in Sections 5.19 and 5.21 until sixty (60) days following the expiration of the applicable statute of limitations (including any extension thereof) with respect to the subject matter of such representations and warranties; and (iii) in the case of all other representations and warranties, until the date that is twelve (12) months following the Closing Date. The representations and warranties identified in clause (i) of the immediately preceding sentence are referred to herein as the “Purchaser Fundamental Representations.” Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to the expiration of the representation or warranty upon which such claim is based, the relevant representations and warranties shall not expire but solely as to such claim, and such claim may be pursued until the final resolution of such claim in accordance with the provisions of this Article 9. (c) The Purchaser shall not be liable to Seller Indemnified Parties under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) unless and until the Losses incurred by all Seller Indemnified Parties pursuant thereto exceed, in the aggregate, the Deductible, in which case the Purchaser shall be liable, subject to Sections 9.2(d)therein, (e) and the operation of the Business by the Buyer or the Buyer's Affiliates after the Closing, or (f)) any patent infringement claim following the Closing, to provided that the applicable Seller Indemnified Party Buyer's indemnification obligation for the full amount of the any such patent infringement claims shall only cover Losses in excess of the Deductible. (d) The aggregate amount required to be paid by the Purchaser for claims for indemnification made under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) shall not exceed Twenty-Two Million Dollars ($22,000,000). (e) Notwithstanding anything to the contrary contained herein, (i) Sections 9.2(c) and 9.2(d) shall not apply to Losses in connection with, resulting from or arising out of directly or indirectly, any inaccuracy in or breach of a Purchaser Fundamental Representation or any the operation of the representations and warranties set forth in Section 5.21, any breach of a covenant required to be performed following the Closing or fraud with respect to Purchaser’s or Parent’s representations and warranties set forth in this Agreement, and (ii) no indemnification payment made Business by the Seller with respect to any matter described in clause (i) of this subsection (e) shall be included in calculating whether Buyer after the cap in Sections 9.2(d) has been metClosing. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Purchaser be required to pay any amounts in satisfaction of claims for indemnification under the provisions of this Agreement in excess of an amount equal to the Seller’s Consideration actually received by the Seller in the aggregate.

Indemnification of the Seller. (a) After Subject to the other provisions and limitations of this Article XI, after the Closing, Fortegra, the Purchaser shall Buyer and the Company jointly and severally (solely with respect to Sections 11.2(a), 11.2(b)(i) and 11.2(e)), and the Company (with respect to Sections 11.2(b)(ii), 11.2(c) and 11.2(d)), agree to indemnify each of and hold harmless the Seller and its Affiliates and their respective directors, membersAffiliates, officers, equity holders, partnersdirectors, employees, stockholders, agents, subsidiaries, representatives and successors and assigns (collectivelyeach, the a “Seller Indemnified Parties,” and together with the Purchaser Indemnified Parties, the “Indemnified PartiesParty”), and save and hold each of the Seller Indemnified Parties harmless ) from and against and pay or reimburse the Seller Indemnified Parties as and when incurred for: (i) any and all Losses which any incurred by such Seller Indemnified Party may suffer, sustain or become subject to, to as a result of the extent resulting from or arising out of following: (a) any inaccuracy in misrepresentation or breach of any representation or warranty made by the Buyer in Article V of the Parent this Agreement; (b) any breach of any covenant or the Purchaser contained agreement in this Agreement as of and the date hereof other Transaction Documents (i) made by the Buyer or as of (ii) made by and to be performed by the Company after the Closing Date; (iic) any Taxes of the Company with respect to a taxable period or portion thereof (allocated pursuant to Section 3.3) beginning after the Closing Date and all Losses which any Taxes of the Buyer or its Affiliates (other than the Company) for any period; for avoidance of doubt, the Seller Indemnified Party may suffershall not be liable for Taxes of the Company with respect to a taxable period or portion thereof beginning after the Closing Date (allocated pursuant to Section 3.3); (d) any alleged errors and omissions of the Company and its employees, sustain officers or become subject to, agents related to the extent resulting from or arising out of any nonfulfillment or breach of any covenant or agreement on the part operation of the Company after the Closing or on the part of the Parent or the Purchaser;Closing; and (iiie) any and all liability arising under or relating to any Contract to which the Company is a party that is guaranteed by any Xxxxxx Entity or any of their respective Affiliates for (i) Taxes the payment of the Company for all taxable periods ending after the Closing Date (as allocated, in the case of a Straddle Period, pursuant to Section 6.9(a) hereof), or (ii) Transfer Taxes for which the Purchaser is responsible pursuant to Section 6.9(d). (b) The representations and warranties of Parent and the Purchaser contained in this Agreement and in any certificate delivered pursuant to Section 3.3 of this Agreement shall survive the Closing and continue in full force and effect (i) in the case of the representations and warranties set forth in Sections 5.1(a), 5.2, 5.4 and 5.22, indefinitelypremiums; (ii) in the case of representations and warranties set forth in Sections 5.19 and 5.21 until sixty (60) days following the expiration fulfillment of the applicable statute of limitations (including any extension thereof) Company’s general obligations as an agent under a Contract with respect to the subject matter of such representations and warranties; and an insurance carrier or (iii) arising under any Transferred Real Property Lease, in the each case of all other representations and warranties, until the date that is twelve (12) months following the Closing Date. The representations and warranties identified in clause (i) of the immediately preceding sentence are referred to herein as the “Purchaser Fundamental Representations.” Notwithstanding anything herein to the contrary, if written notice of any claim for indemnification hereunder has been delivered in accordance herewith prior to extent such liability arises after the expiration of the representation or warranty upon which such claim is based, the relevant representations and warranties shall not expire but solely as to such claim, and such claim may be pursued until the final resolution of such claim in accordance with the provisions of this Article 9Closing. (c) The Purchaser shall not be liable to Seller Indemnified Parties under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) unless and until the Losses incurred by all Seller Indemnified Parties pursuant thereto exceed, in the aggregate, the Deductible, in which case the Purchaser shall be liable, subject to Sections 9.2(d), (e) and (f), to the applicable Seller Indemnified Party for the full amount of the Losses in excess of the Deductible. (d) The aggregate amount required to be paid by the Purchaser for claims for indemnification made under Section 9.2(a)(i) and, solely with respect to covenants to be performed prior to the Closing Date, Section 9.2(a)(ii) shall not exceed Twenty-Two Million Dollars ($22,000,000). (e) Notwithstanding anything to the contrary contained herein, (i) Sections 9.2(c) and 9.2(d) shall not apply to Losses in connection with, resulting from or arising out of directly or indirectly, any inaccuracy in or breach of a Purchaser Fundamental Representation or any of the representations and warranties set forth in Section 5.21, any breach of a covenant required to be performed following the Closing or fraud with respect to Purchaser’s or Parent’s representations and warranties set forth in this Agreement, and (ii) no indemnification payment made by the Seller with respect to any matter described in clause (i) of this subsection (e) shall be included in calculating whether the cap in Sections 9.2(d) has been met. (f) Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Purchaser be required to pay any amounts in satisfaction of claims for indemnification under the provisions of this Agreement in excess of an amount equal to the Seller’s Consideration actually received by the Seller in the aggregate.