Common use of INDEMNIFICATION PROVISIONS FOR BENEFIT OF KENDXX Clause in Contracts

INDEMNIFICATION PROVISIONS FOR BENEFIT OF KENDXX. (i) In the event either the Shareholder or Seller breaches any of his or her representations, warranties, and covenants contained herein (other than the representations and warranties in section 3(a) above and the covenants in Sections 12 and 5(h)), and, if there is an applicable survival period pursuant to section 11(a) above, provided that Kendxx xxxes a written claim for indemnification against the Shareholder or Seller within such survival period, then the Shareholder and the Seller agree on a joint and several basis to indemnify Kendxx xxxm and against the entirety of any Adverse Consequences Kendxx may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Kendxx xxx suffer after the end of any applicable survival period) resulting from, arising out of or caused by the breach (ii) In the event the Shareholder breaches any of his representations and warranties in section 3(a) above, and, if there is an applicable survival period pursuant to section 11(a) above, provided that Kendxx makes a written claim for indemnification against the Shareholder within such survival period, then the Shareholder agrees to indemnify Kendxx xxxm and against the entirety of any Adverse Consequences Kendxx may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Kendxx xxx suffer after the end of any applicable survival period) resulting from, arising out of, in connection with or caused by the breach. (iii) The maximum aggregate liability of all Persons liable for indemnity under the Relevant Indemnity Sections shall be limited to a sum equal to the Purchase Price hereunder plus the Purchase Price under the U.S. Asset Purchase Agreement, plus the Earnout Amount paid to HCC-US (or to the Escrow Agent under Section 11(b)(v) of the U.S. Asset Purchase Agreement) plus any additional Earnout Amount paid to HCC-US (or to the Escrow Agent under the aforesaid Section 11(b)(v)) (the "Maximum Indemnification Obligation"). (iv) In no event shall any Person liable for indemnity under any of the Relevant Indemnity Sections be obligated to indemnify Kendxx xxxreunder unless and until the aggregate Adverse Consequences for which Kendxx xxxld otherwise be entitled to indemnification under any one or more of the Relevant Indemnity

INDEMNIFICATION PROVISIONS FOR BENEFIT OF KENDXX. (i) In the event either the Shareholder or Seller breaches any of his the Sellers breaches (or her in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of their representations, warranties, and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in section Section 3(a) above and the covenants in Sections 12 and 5(h)above), and, if there is an applicable survival period pursuant to section 11(aSection 8(a) above, provided that Kendxx xxxes a written claim for indemnification against any of the Shareholder or Seller Sellers pursuant to Section 11(h) below within such survival period, then each of the Shareholder and the Seller agree Sellers agrees, on a joint and several basis basis, to indemnify Kendxx xxxm and against the entirety of any Adverse Consequences Kendxx may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Kendxx xxx suffer after the end of any applicable survival period) resulting from, arising out of or caused by the breach (ii) In the event the Shareholder breaches any of his representations and warranties in section 3(a) above, and, if there is an applicable survival period pursuant to section 11(a) above, provided that Kendxx makes a written claim for indemnification against the Shareholder within such survival period, then the Shareholder agrees to indemnify Kendxx xxxm and against the entirety of any Adverse Consequences Kendxx may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Kendxx xxx suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in connection with the nature of, or caused by the breach (or the alleged breach), provided that Kendxx xxx not claim under this Section 8(b) unless and until the cumulative amount of all such claims exceeds twenty-five thousand Australian Dollars (AUD25,000) but then Kendxx xxx make all available claims under this Section 8(b). The Sellers' joint liability under this Section 8(b) is limited to the amount of the Purchase Price. 42 -42- (ii) In the event any of the Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of his, her or its covenants in Section 2(a) above or any of his, her or its representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that Kendxx makes a written claim for indemnification against the Seller pursuant to Section 11(h) below within such survival period, then the Seller agrees to indemnify Kendxx xxxm and against the entirety of any Adverse Consequences Kendxx xxx suffer through and after the date of the claim for indemnification (including any Adverse Consequences Kendxx xxx 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 that Kendxx xxx not claim under this Section 8(b) unless and until the cumulative amount of all such claims exceeds twenty-five thousand Australian Dollars (AUD25,000) but then Kendxx xxx make all available claims under this Section 8(b). A Seller's several liability under this Section 8(b)(ii) is limited to the amount of the Purchase Price payable to the particular Seller save that, in the case of Georxx Xxxxxx xx Ruth Xxxxxx, xx shall be limited to the amount of the Purchase Price payable to Waidx Xxx Limtied, and in the case of Margxxxx Xxxxxxxxxxxx xx shall be limited to the amount of the Purchase Price payable to J&M Psycharis Limited. (iii) The maximum aggregate liability of all Persons liable for indemnity under the Relevant Indemnity Sections shall be limited to a sum equal Kendxx xxx satisfy Seller's indemnification obligations by recourse to the Purchase Price hereunder plus the Purchase Price under the U.S. Asset Purchase Agreementescrow fund held by Fifth Third Bank N/A, plus the Earnout Amount paid to HCC-US (or as escrow agent, pursuant to the Escrow Agent Agreement but recourse to that escrow fund shall not constitute Kendxx'x xxxe remedy or source for satisfaction of indemnification claims under Section 11(b)(v) of the U.S. Asset Purchase this Agreement) plus any additional Earnout Amount paid to HCC-US (or to the Escrow Agent under the aforesaid Section 11(b)(v)) (the "Maximum Indemnification Obligation"). (iv) In no event shall any Person liable for indemnity under any of the Relevant Indemnity Sections be obligated to indemnify Kendxx xxxreunder unless and until the aggregate Adverse Consequences for which Kendxx xxxld otherwise be entitled to indemnification under any one or more of the Relevant Indemnity

INDEMNIFICATION PROVISIONS FOR BENEFIT OF KENDXX. (i) In the event either any of the Shareholder Shareholders or Seller breaches any of his or her representations, warranties, and covenants contained herein (other than the representations and warranties in section Section 3(a) above and the covenants in Sections 12 and 5(h)), and, if there is an applicable survival period pursuant to section Section 11(a) above, provided that Kendxx xxxes a written claim for indemnification against the Shareholder or Seller within such survival period, then the Shareholder Shareholders and the Seller agree on a joint and several basis to indemnify Kendxx xxxm and against the entirety of any Adverse Consequences Kendxx may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Kendxx xxx suffer after the end of any applicable survival period) resulting from, arising out of or caused by the breachbreach (including, in the case of the representation contained in Section 4(aa), all per diem penalties assessed under 15 U.S.C.Section 18a(g)(1)). (ii) In the event the any Shareholder breaches any of his or her representations and warranties in section Section 3(a) above, and, if there is an applicable survival period pursuant to section Section 11(a) above, provided that Kendxx makes a written claim for indemnification against the such Shareholder within such survival period, then the such Shareholder individually (and not jointly and severally) agrees to indemnify Kendxx xxxm and against the entirety of any Adverse Consequences Kendxx may xxx suffer through and after the date of the claim for indemnification (including any Adverse Consequences Kendxx xxx suffer after the end of any applicable survival period) resulting from, arising out of, in connection with or caused by the breach. (iii) The maximum aggregate liability of all Persons liable the Shareholders and Seller combined for indemnity indemnification under the Relevant Indemnity Sections Section 11(b)(i) and Section 11(b)(ii) shall be limited to a sum equal to the Purchase Price hereunder plus the Purchase Price under the U.S. Asset Purchase Agreement, plus the Earnout Amount paid to HCC-US the Seller (or to the Escrow Agent under Section 11(b)(v) of the U.S. Asset Purchase Agreement)) plus any additional Earnout Amount paid to HCC-US (or to the Escrow Agent under the aforesaid Section 11(b)(v)) (the "Maximum Indemnification Obligation"). (iv) In no event shall any Person liable for indemnity under any of the Relevant Indemnity Sections be obligated to indemnify Kendxx xxxreunder unless and until the aggregate Adverse Consequences for which Kendxx xxxld otherwise be entitled to indemnification under any one or more of the Relevant Indemnityto

INDEMNIFICATION PROVISIONS FOR BENEFIT OF KENDXX. (i) In the event either any of the Shareholder or Seller Sellers breaches any of his or her their representations, warranties, and covenants contained herein (other than the covenants in ss.2(a) above and the representations and warranties in section 3(ass.3(a) above and the covenants in Sections 12 and 5(h)above), and, if there is an applicable survival period pursuant to section 11(ass.8(a) above, provided that Kendxx xxxes a written claim for indemnification against any of the Shareholder or Seller Sellers in accordance with ss.11(h) below within such survival period, then each of the Shareholder and the Seller agree Sellers agrees, on a joint and several basis basis, to indemnify Kendxx xxxm Kendxx, xxe Parent and each of their respective directors, officers and affiliates from and against the entirety of any Adverse Consequences Kendxx any of them may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Kendxx xxx any of them may suffer after the end of any applicable survival period) resulting from, arising out of of, or caused by the breach (or the alleged breach). (ii) In the event any of the Shareholder Sellers breaches any of his or her covenants in ss.2(a) above or any of his or her representations and warranties in section 3(ass.3(a) above, and, if there is an applicable survival period pursuant to section 11(ass.8(a) above, provided that Kendxx makes xxxes a written claim for indemnification against the Shareholder Seller in accordance with ss.11(h) below within such survival period, then each of the Shareholder agrees Sellers agrees, on a several basis, to indemnify Kendxx xxxm Kendxx, xxe Parent and each of their respective directors, officers and affiliates from and against the entirety of any Adverse Consequences Kendxx any of them may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Kendxx xxx any of them may suffer after the end of any applicable survival period) resulting from, arising out of, in connection with or caused by the breach. (iii) The maximum aggregate liability of all Persons liable for indemnity Kendxx xxxll satisfy Sellers' indemnification and/or refund obligations under the Relevant Indemnity Sections shall be limited to a sum equal this Agreement by first recourse to the Purchase Price hereunder plus monies or assets held in the Purchase Price under the U.S. Asset Purchase Agreementescrow fund held by The Fifth Third Bank, plus the Earnout Amount paid to HCC-US (or as escrow agent, pursuant to the Escrow Agent under Section 11(b)(v) of Agreement and the U.S. Asset Purchase Agreement) plus Sellers shall have no liability to make any additional Earnout Amount paid payment to HCC-US (or to the Escrow Agent under the aforesaid Section 11(b)(v)) (the "Maximum Indemnification Obligation"). (iv) In no event shall any Person liable for indemnity under any of the Relevant Indemnity Sections be obligated to indemnify Kendxx xxxreunder unless and hereunder until the aggregate Adverse Consequences escrow fund has been exhausted but recourse to that escrow fund shall not constitute Kendxx'x xxxe remedy or source for which Kendxx xxxld otherwise be entitled to satisfaction of indemnification and/or other claims under any one or more of the Relevant Indemnitythis Agreement.