Common use of Indemnification Provisions for Benefit of Buyer Clause in Contracts

Indemnification Provisions for Benefit of Buyer. (i) In the event Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its respective representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 9(a) above, provided that Buyer makes a written claim for indemnification against Seller within one year of expiration of such survival period, then Seller agrees, jointly and severally, to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) provided, however, that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of Seller until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold at which point Seller will be obligated thereafter to indemnify Buyer from and against all such Adverse Consequences. The $50,000 aggregate threshold provided for herein shall not be applicable to the Purchase Price Adjustments, Post Closing Adjustments, Seller's obligations under Section 3.25, or under the Services Agreement.

Indemnification Provisions for Benefit of Buyer. (i) In the event Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its respective representations, warranties, warranties and covenants contained in this Agreement, Agreement and, if there is an applicable survival period pursuant to Section 9(a6(a) above, provided that Buyer makes a written claim for indemnification against Seller within one year of expiration of such survival period, then Seller agrees, and Parent jointly and severally, severally agree to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) ), provided, however, that Seller and Parent shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of Seller contained in Sections 3(f) through (i) and (k) through (y) above (i) until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a an $50,000 75,000 aggregate threshold (at which point Seller and Parent will be obligated thereafter to indemnify Buyer from and against all such Adverse Consequences. The $50,000 aggregate threshold provided for herein shall not be applicable Consequences relating back to the first dollar) and (ii) in excess of a dollar amount equal to the Purchase Price Adjustments, Post Closing Adjustments, Seller's obligations under Section 3.25, or under (the Services Agreement"Indemnity Limit") and Buyer shall have actually recovered from Seller and Parent an amount equal to the Indemnity Limit.

Indemnification Provisions for Benefit of Buyer. (ia) In the event Seller breaches any Stockholder (or in the event any third party alleges facts that, if true, would mean Seller any Stockholder has breached) breaches any of its respective representations, warranties, and covenants contained in this Agreementherein during the period such representations, andwarranties and covenants survive, if there is an applicable survival period pursuant to Section 9(a) above, and provided that Buyer makes a written claim for indemnification against Seller such Stockholder pursuant to Section 11.8 below within one year of expiration of such the applicable survival period, then Seller agrees, jointly and severally, to such Stockholder shall indemnify Buyer from and against the entirety of any Adverse Consequences (other than Adverse Consequences for which Buyer is entitled to recover under Section 9.2(f)) Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) ); provided, however, that Seller the Stockholders shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of Seller the Stockholders contained in Article V above (i) until Buyer has suffered Adverse Consequences aggregate losses by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold 125,000 deductible (at which point Seller the Stockholders will be obligated thereafter to indemnify Buyer from and against all such aggregate losses including losses relating back to the first dollar above $125,000) and (ii) in excess of $6,000,000 (after which point Stockholders shall have no obligation to indemnify Buyer from and against further such Adverse Consequences. The $50,000 aggregate threshold provided for herein ); provided, however, that the limitation set forth in (i) and (ii) above specifically shall not be applicable apply to the Purchase Price Adjustmentsliability of any Stockholder with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Stockholders; provided further, Post Closing Adjustmentshowever that the limitation set forth in (i) above specifically shall not apply to the liability of any Stockholder with respect to Adverse Consequences resulting from breaches of the representations and warranties contained in Sections 5.8, Seller's obligations under Section 3.25, or under the Services Agreement5.14 and 5.17 hereof.

Indemnification Provisions for Benefit of Buyer. If the Company (iincluding, without limitation, PCA) In the event Seller violates, misrepresents or breaches (or in the event any third party alleges facts thatthat would represent a Company violation, if true, would mean Seller has breachedmisrepresentation or breach) any of its respective representations, warranties, and covenants contained in this Agreement, and, herein and if there is an applicable survival period pursuant to Section 9(a) above, provided that Buyer makes a written claim for indemnification against Seller with respect thereto within one year of expiration of such survival periodthe Survival Period, then Seller agrees, jointly and severally, to the Stockholders shall indemnify Buyer from and against any and all out-of-pocket losses, costs, payments, demands, penalties, forfeitures, expenses, liabilities, judgments, deficiencies or damages, and diminution in value or claims (including actual costs of investigation and reasonable attorneys’ fees and other costs and expenses) (all of the entirety foregoing collectively, “Adverse Consequences”) up to 10% of any Adverse Consequences the Closing Payment that Buyer has suffered or may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer or the Company may suffer after the end of any applicable survival periodthe Survival Period) resulting from, arising out of, relating to, in the nature of, or caused by such violation, misrepresentation or breach. Any liability incurred by the breach (or Stockholders pursuant to the alleged breach) providedterms of this Article XI shall be paid solely by the return for cancellation of the Escrow Securities in accordance with Section 11.6 hereof. The foregoing shall be the sole remedy of Buyer in respect of any claims for indemnification by Buyer with respect to misrepresentations of the Company, however, that Seller but shall not limit any remedies Buyer may have any obligation in the case of fraud. All determinations relating to indemnify the submission of claims for the benefit of Buyer from and against any Adverse Consequences resulting from, arising out of, relating tohereunder shall be determined, in the nature ofgood faith, or caused solely by the breach (nominees of Buyer to the Board of Directors or alleged breach) of any representation or warranty of Seller until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold at which point Seller will be obligated thereafter to indemnify Buyer from and against all such Adverse Consequencesthe Buyer’s Representative. The $50,000 aggregate threshold provided for herein shall not be applicable foregoing provisions are subject to the Purchase Price Adjustments, Post Closing Adjustments, Seller's obligations under limitations set forth in Section 3.25, or under the Services Agreement11.8.

Indemnification Provisions for Benefit of Buyer. (i) In the event Seller breaches (or in Sellers and the event any third party alleges facts that, if true, would mean Seller has breached) Stockholders breach any of its respective their representations, warranties, and covenants contained in this Agreementabove, and, if there is an applicable survival period pursuant to Section 9(a) above, provided that Buyer makes a written claim for indemnification against Seller Sellers and Stockholders within one year of expiration of such the survival periodperiod set forth in ss.8(a) above, then Seller agreesSellers and Stockholders, jointly and severally, agree to indemnify Buyer (including its Affiliates) from and against the entirety of any Adverse Consequences Buyer may suffer through and arising prior to, on or after the date of the claim for indemnification Closing Date that Buyer (including any Adverse Consequences Buyer may its Affiliates) shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or that have been caused by the breach (or the alleged such breach) ; provided, however, that Seller as to breaches of the covenants contained above in ss.ss.6(d) and (g) above shall be several and not joint with respect to Sellers and Stockholders; provided, further, that Sellers and the Stockholders shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of Seller Sellers and Stockholders contained in ss.3 above until the Buyer has suffered Adverse Consequences by reason of a breach in each occurrence equal to or in excess of a US $10,000 threshold in the aggregate (after which Sellers and Stockholders will be obligated to indemnify the Buyer from and against any and all Adverse Consequences in respect of such breach without regard to the US $10,000 threshold); provided, further, that Sellers and the Stockholders shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of Sellers contained herein until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a US $50,000 100,000 aggregate threshold at (after which point Seller Sellers will be obligated thereafter to indemnify Buyer from and against any and all Adverse Consequences in respect of all such breaches without regard to the US $100,000 threshold back to the first dollar). For purposes of clarification, any Adverse Consequences. The Consequence by reason of a breach in each occurrence less than a US $50,000 10,000 threshold in the aggregate threshold provided for herein shall not give rise to any indemnification to Buyer pursuant to this ss.8(b) and shall not be applicable to counted in determining the Purchase Price Adjustments, Post Closing Adjustments, Seller's obligations under Section 3.25, or under the Services AgreementUS$100,000 aggregate threshold referenced above in this section.

Indemnification Provisions for Benefit of Buyer. (ia) In the event Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its respective representations, warranties, warranties and covenants contained in this Agreementherein, and, if there is an applicable survival period pursuant to Section 9(a) 8.01 above, provided that Buyer makes a written claim for indemnification against Seller within one year of expiration of such survival period, then Seller agrees, jointly and severally, agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, of or caused by the breach (or the alleged breach) ); provided, however, that Seller shall not have any no obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, of or caused by the breach (or alleged breach) of any representation or warranty of Seller until Buyer has has, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold (at which point Seller will be obligated thereafter to indemnify Buyer from and against all such Adverse Consequences. The $50,000 aggregate threshold Consequences relating back to the first dollar), and provided for herein further that Seller's maximum liability hereunder shall not be applicable to exceed the Purchase Price Adjustments(the "Maximum Liability"). Notwithstanding anything herein to the contrary, Post Closing Adjustments, Seller's obligations under Section 3.25, or under the Services Agreement$50,000 and the Maximum Liability limitations shall not apply to any Adverse Consequences resulting from breaches of the representations and warranties contained in Sections 3.10 hereof.

Indemnification Provisions for Benefit of Buyer. (ia) In the event that Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its respective representations, warranties, and covenants contained herein or in this Agreementany instrument delivered by Seller pursuant hereto at or prior to Closing, and, if there is an applicable survival period pursuant to Section 9(a) above, provided that Buyer makes a written claim for indemnification against Seller pursuant to Section 11.05 below within one year of expiration of such the applicable survival periodperiod set forth in Section 11.01, then Seller agreesshall indemnify GNP, jointly Buyer and severallyits officers, to indemnify directors, stockholders and Affiliates (the "Buyer Indemnified Parties") from and against the entirety of any Adverse Consequences Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer Indemnified Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach up to an aggregate maximum amount of $10,000,000 with respect to all claims against Seller (or the alleged breach) excluding de Minimis Claims, claims under Article VI and Retained Liabilities); provided, however, that Seller shall not have any no obligation to indemnify Buyer Indemnified Parties from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of Seller until Buyer has Indemnified Parties have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an aggregate deductible amount of a $50,000 100,000 (excluding de Minimis Claims and Retained Liabilities), aggregate threshold deductible (the "Seller Deductible Amount"), at which point Seller will be obligated thereafter to indemnify Buyer Indemnified Parties from and against all such Adverse Consequences. The $50,000 aggregate threshold provided for herein Consequences in excess of such Seller Deductible Amount; and provided, further that Seller shall not be applicable liable under this Section 11.02 for a claim if the amount of Adverse Consequences thereunder is less than $5,000 (for purposes hereof, any series of claims arising from the same or substantially similar facts or circumstances shall be treated as one claim) ("de Minimis Claims"). Without prejudice to the Purchase Price Adjustmentsprovisions of Sections 10.02 and 13.15, Post Closing Adjustments, Seller's obligations under indemnification pursuant to the terms of this Section 3.25, or under 11.02 shall be the Services Agreementsole and exclusive remedy against Seller for breaches of the nature set forth herein.

Indemnification Provisions for Benefit of Buyer. (i) In From and after the event Seller breaches (or Closing, in the event any third party alleges facts that, if true, would mean Seller has breached) or Holdings breaches any of its their respective representations, warranties, and covenants contained in this Agreementherein, and, if there is an applicable survival period pursuant to Section 9(a) above, and provided that Buyer makes a written claim for indemnification against Seller pursuant to Section 12.1 below within one year of expiration of such the applicable survival period, then each of the Sellers (severally as to the representations, warranties or covenants of any Seller agreesand severally as their interests appear), jointly and severally, agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged such breach) ; provided, however, that no Seller shall not have any obligation from and after the Closing to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, or caused by the breach of any representation or warranty of Holdings contained in Article 3 above until Buyer has suffered aggregate losses by reason of all such breaches in excess of a $1,500,000 threshold ("Threshold") (and then only for any excess); provided, further, that Buyer shall be entitled, in each case without regard to the nature Threshold or the Cap, to recover the full amount of any Damages resulting from, arising out of, relating to, or caused by the breach (or alleged breach) of any representation or warranty by any Seller (from such breaching Seller) or the breach of Seller until Buyer has suffered Adverse Consequences by reason the covenant set forth in Section 6.11 hereof); provided, further, that the maximum aggregate liability of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold at which point Seller will be obligated thereafter to indemnify Buyer from and against all such Adverse Consequences. The $50,000 aggregate threshold provided for herein the Sellers under this Article 11 shall not exceed $4,000,000 (the "Cap"). For purposes of determining whether a breach has resulted in aggregate losses exceeding the Threshold, the terms "material," and "materially," "material adverse effect" or similar terms, if contained in a representation, warranty or covenant, shall be applicable to the Purchase Price Adjustments, Post Closing Adjustments, Seller's obligations under Section 3.25, or under the Services Agreementdisregarded.

Indemnification Provisions for Benefit of Buyer. (i) In the event Seller or any of the Principals breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its respective representations, warranties, warranties and covenants contained in this Agreement, Agreement and, if there is an applicable survival period pursuant to Section 9(aParagraph 8(a) above, provided that Buyer or ORC makes a written claim for indemnification against Seller within one year of expiration of such survival period, then Seller agreesand the Principals, jointly and severally, agree to indemnify Buyer and ORC from and against the entirety any suits, claims, judgements, reasonable costs and attorney's fees (Adverse Consequences) Buyer or ORC shall suffer as a result of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged such breach) ; provided, however, that Seller and the Principals shall not have any obligation to indemnify Buyer or ORC from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of Seller contained in Paragraphs 6(f), 6(g), 6(i) through 6(s) (inclusive), 6(u) and 6(v) above until Buyer or ORC has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a the sum of $50,000 150,000, and provided further that Seller and the Principals shall be obligated to indemnify Buyer and ORC from and against such Adverse Consequences only to the extent the Adverse Consequences Buyer or ORC has suffered by reason of all such breaches do not exceed the aggregate threshold at amount of $10,000,000 after which point neither the Seller nor the Principals will be obligated thereafter to indemnify Buyer or ORC from and against all further such Adverse Consequences. The $50,000 aggregate threshold provided for herein shall not be applicable to the Purchase Price Adjustments, Post Closing Adjustments, Seller's obligations under Section 3.25, or under the Services Agreement.

Indemnification Provisions for Benefit of Buyer. (i) In the event Seller breaches the Sellers (or in the event any third party alleges facts that, if true, would mean Seller any of the Sellers has breached) breach any of its respective their representations, warranties, and covenants contained in this Agreementherein during the period such representations, andwarranties and covenants survive, if there is an applicable survival period pursuant to Section 9(a) above, and provided that Buyer makes a written claim for indemnification against Seller any of the Sellers pursuant to Section 10(h) below within one year of expiration of such the applicable survival period, then Seller agrees, jointly and severally, each of the Sellers agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) provided, however, that Seller the Sellers shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any ADVANCED INFORMATION SOLUTIONS, INC. STOCK PURCHASE AGREEMENT - 38 - representation or warranty of Seller the Sellers contained in Section 4 above (i) until Buyer has suffered Adverse Consequences aggregate losses by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate 25,000 threshold (at which point Seller the Sellers will be obligated thereafter to indemnify Buyer from and against all such Adverse Consequences. The $50,000 aggregate threshold provided for herein shall not be applicable losses including losses relating back to the first dollar); and (ii) in excess of the Purchase Price Adjustments(after which point the Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences) provided further, Post Closing Adjustmentshowever, Seller's obligations under that the limitations set forth in (i) and (ii) above specifically shall not apply to the liability of any Seller with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers nor to the liability of any Seller with respect to breaches of the representations and warranties contained in Sections 4(b), 4(h), and 4(n) hereof and the limitations set forth in (ii) above specifically shall not apply to the liability of any Seller with respect to Adverse Consequences resulting from or attributable to the liability of any Seller with respect to breaches of the representations and warranties contained in Section 3.25, or under the Services Agreement4(s) hereof.