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

Indemnification Provisions for Benefit of Purchaser. Provided Purchaser issues a Claim Notice (as hereinafter defined) within the applicable survival period, then, subject to the terms hereof, GEC and Seller, jointly and severally, agree to indemnify and hold harmless Purchaser and its Affiliates and each of their respective officers, directors, members, partners, managers and employees (collectively, “Purchaser Indemnified Parties”) from and against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, claims, damages and assessments (collectively, “Losses”) through and after the date of the claim for indemnification that are imposed on or incurred by Purchaser Indemnified Parties that result from, arise out of, relate to (a) any breach of any representations, warranties, covenants or agreements of GEC or Seller contained herein, (b) any expenses or liabilities with respect to any of GEC’s, Seller’s, the Companies’ or any of their Affiliates’ expenses incurred in connection with or in relation to the transactions contemplated by this Agreement or any of the Ancillary Agreements, including without limitation severance or other termination payment obligations that become payable as a result of the transactions contemplated hereby (excluding any such payments required to be made as the result of the termination of such Covered Employee’s employment by Purchaser at or after Closing), (c) the ownership interest held by any Company or any Subsidiary of any Company prior to the Closing Date in REP Holdings Ltd., RHAC Holdings, LLC or Waipouli Holdings, LLC, or (d) the matter described in Item (a)(2)L. of Section 4.13 of the Disclosure Schedule pursuant to the terms set forth therein.

Indemnification Provisions for Benefit of Purchaser. Provided In the event Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any representations, warranties, covenants or agreements of Seller contained in this Agreement, and provided Purchaser issues a Claim Notice (as hereinafter defineddefined in Section 8.4(a)) within the applicable survival period, then, subject to the terms hereof, GEC and Seller, jointly and severally, agree Seller agrees to indemnify and hold harmless Purchaser and its Affiliates (including the Company) and each of their respective officers, directors, members, partners, managers and employees (collectively, the “Purchaser Indemnified Parties”) from and against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, claims, damages and assessments (collectively, “Losses”) through and after the date of the claim for indemnification that are imposed on or incurred by the Purchaser Indemnified Parties that result from, arise out of, relate to, or are caused by the breach (or the alleged breach). In addition, Seller agrees to indemnify the Purchaser Indemnified Parties from and against any Losses through and after the date of the claim for indemnification that are imposed on or incurred by the Purchaser Indemnified Parties that result from, arise out of, relate to, or are caused by (ax) any breach of any representations, warranties, covenants or agreements of GEC or Seller contained herein, (b) any expenses or liabilities with respect to any of GEC’s, Seller’s, the Companies’ or any of their Affiliates’ expenses incurred in connection with or in relation to Supplemental Stock Purchase Agreement and the transactions contemplated by this Agreement or thereby (including any of the Ancillary Agreements, including without limitation severance or other termination payment obligations allegation that become payable as a result of the transactions contemplated hereby (excluding any such payments required to be made as the result of the termination of such Covered Employee’s employment by Purchaser at or after Closingan Option Holder did not receive adequate consideration for his shares from Seller), (cy) the ownership interest held sale by Pearpoint Inc. (and any Company or any Subsidiary affiliated entities) of any Company prior to the Closing Date their image processing business in REP Holdings Ltd., RHAC Holdings, LLC or Waipouli Holdings, LLCSeptember 2001, or (dz) the matter described potential patent infringement referenced in Item (a)(2)L. of item #1 on Section 4.13 4.9(b) of the Disclosure Schedule pursuant to the terms set forth thereinSchedule.

Indemnification Provisions for Benefit of Purchaser. Provided Purchaser issues a Claim Notice (as hereinafter defined) within the applicable survival period, then, subject Subject to the terms hereofand conditions of this Article 10, GEC and Sellerprovided that Purchaser makes a written claim for indemnification against Seller prior to the expiration of any applicable survival period set forth in Section 10.1, jointly and severallySeller agrees to indemnify, agree to indemnify defend and hold harmless Purchaser and its Affiliates and each of their respective officers, directors, members, partners, managers and employees (collectively, “Purchaser Indemnified Parties”) from and against any all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs or expenses (including and reasonable attorneys’ fees and expenses), judgments, fines, claims, damages and assessments expenses (collectively, “LossesDamages”) through and after the date of the claim for indemnification that are imposed on incurred or incurred suffered by Purchaser Indemnified Parties that result from, arise out of, relate to or any of its Affiliates and (a) caused by any breach by Seller of any representations, of its representations and warranties, covenants or agreements of GEC or Seller contained set forth herein, (b) any expenses arising out of or liabilities with respect to any of GEC’s, Seller’s, the Companies’ or any of their Affiliates’ expenses incurred in connection with or in relation related to the transactions contemplated by this Agreement or any of the Ancillary Agreements, including without limitation severance or other termination payment obligations that become payable as a result of the transactions contemplated hereby (excluding any such payments required to be made as the result of the termination of such Covered Employee’s employment by Purchaser at or after Closing)LLC Conversion, (c) directly resulting from the ownership interest held Subsequent Conversion (not including Damages arising out of or related to any defects caused by Purchaser or its Affiliates in the consummation of the Subsequent Conversion and not including Damages to the extent resulting from any Company matters set forth in the third sentence of Section 8.4(a)(ii)), (d) arising out of or related to any Subsidiary of the events, conditions or occurrences listed on Schedule 10.2 in connection with any Company Environmental Claims or under any Environmental Law, (e) arising out of or related to any facts or events occurring on or prior to the Closing Date in REP Holdings Ltd., RHAC Holdings, LLC connection with the Seller Plans (the “Indemnified Seller Plan Claims”) or Waipouli Holdings, LLC(f) arising out of or related to the failure by Seller to transfer, or (d) cause to be transferred or reissued, to ITC prior to the matter described in Item (a)(2)L. of Section 4.13 Closing any Environmental Authorization required under Environmental Law for the operation of the Disclosure Schedule pursuant Business which is held by Seller or one of its Affiliates (other than ITC). Notwithstanding anything else set forth herein to the terms set forth thereincontrary, (i) for purposes of this Article 10 only, all Material Adverse Effect and materiality qualifications contained in Seller’s representations and warranties shall be disregarded in determining breaches or defaults of such representations and warranties, (ii) as between the Parties, Purchaser and its Affiliates will not be entitled to any punitive damages resulting from or arising out of any breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement (except to the extent paid to a third party), (iii) Seller shall not have any obligation to indemnify Purchaser and its Affiliates from and against any Damages caused by the breach of any representation or warranty of Seller contained in Article 3 of this Agreement (A) with respect to any item or series of related items unless, in the reasonable estimate of Purchaser, the amount of Damages in respect of such item or items, in the aggregate, is in excess of $100,000 (a “Seller Qualifying Claim”), (B) unless and until Purchaser and its Affiliates have suffered Damages arising from (1) Seller Qualifying Claims by reason of all such breaches and (2) Indemnified Seller Plan Claims, in the aggregate, in excess of $7,500,000 (the “Deductible”) (after which point Seller will be obligated to indemnify Purchaser and its Affiliates only to the extent of such Damages in excess of the Deductible) and (C) with respect to the breach of any representations or warranties contained in Section 3.19(d), unless such Damages arise out of or relate to Third Party Claims, (iv) Seller shall not have any obligation to indemnify Purchaser and its Affiliates under clause (e) of this Section from and against any Damages unless and until Purchaser and its Affiliates have suffered Damages arising from (1) Seller Qualifying Claims and (2) Indemnified Seller Plan Claims, in the aggregate, in excess of the Deductible (after which point Seller will be obligated to indemnify Purchaser and its Affiliates only to the extent of such Damages in excess of the Deductible) and (v) in no event shall the aggregate liability of Seller under this Article 10 for all Damages (1) incurred or suffered by Purchaser and its Affiliates arising from all breaches of the representations and warranties of Seller contained in Article 3 of this Agreement or (2) in respect of Indemnified Seller Plan Claims, in the aggregate, exceed 15% of the Purchase Price; provided, however that the foregoing limitation in clause (v) shall not apply to Seller’s obligations in respect of any breaches of the representations and warranties of Seller contained in any of Sections 3.1, 3.2, 3.3, 3.5, 3.6(a), 3.14 and 3.22.

Indemnification Provisions for Benefit of Purchaser. Provided Purchaser issues a Claim Notice (as hereinafter defineda) within the applicable survival period, then, subject to the terms hereof, GEC and Seller, The Sellers jointly and severally, agree to severally shall indemnify and hold harmless harmless, on a Grossed-up Basis, Purchaser and its Affiliates from and against any Adverse Consequences that any of Purchaser and its Affiliates (determined, in each case, assuming that neither of the Sellers is an Affiliate of Purchaser following the Closing, but including the Limited Companies and APX-Brazil) and their respective officers, employees, directors, membersstockholders, partners, managers agents and employees representatives (collectively, “the "Indemnified Purchaser Indemnified Parties”") from shall suffer or incur to the extent resulting from, arising out of or relating to: (x) any breach by the Sellers of any of their representations, warranties or covenants contained herein, other than any representations and against warranties contained in Section 6.08 to the extent related to Income Taxes, Sales Taxes, and, with respect to the Limited Companies, Employment Taxes (which are governed by Article XII) or to the extent any costs or expenses breach thereof results in any liability related to any other Tax arising in the Post-Closing Period, (including reasonable attorneys’ fees and expenses)y) any Retained Liability, judgments, fines, claims, damages and assessments (collectively, “Losses”z) through and after the date any of the claim for indemnification that are imposed on or Non-Core Businesses described in Section 6.05 of the Disclosure Schedule, and (zz) one-half of the Losses incurred by Purchaser Indemnified Parties relating to claims arising out of the facts and circumstances giving rise to the litigation captioned Auto/Video, Inc. v. Chrysler Motors Corporation and Creative Industries Group, Inc.; provided, however, that result from, arise out of, relate to (a) any breach of any representations, warranties, covenants or agreements of GEC or Seller contained herein, (b) any expenses or liabilities with respect to any breaches of GEC’s, Seller’s, the Companies’ representations and warranties contained in Article VI or any the indemnification obligations of their Affiliates’ expenses incurred in connection with or in relation the Sellers pursuant to Section 12.02 to the transactions contemplated by this Agreement or any of the Ancillary Agreementsextent such indemnification relates to Sales Taxes and, including without limitation severance or other termination payment obligations that become payable as a result of the transactions contemplated hereby (excluding any such payments required to be made as the result of the termination of such Covered Employee’s employment by Purchaser at or after Closing), (c) the ownership interest held by any Company or any Subsidiary of any Company prior with respect to the Closing Date in REP Holdings Ltd.Limited Companies, RHAC Holdings, LLC or Waipouli Holdings, LLC, or (d) the matter described in Item (a)(2)L. of Section 4.13 of the Disclosure Schedule pursuant to the terms set forth therein.Employment Taxes:

Indemnification Provisions for Benefit of Purchaser. Provided Purchaser issues a Claim Notice (as hereinafter defined) within the applicable survival periodSeller and Shareholders shall indemnify, then, subject to the terms hereof, GEC and Seller, jointly and severally, agree to indemnify defend and hold harmless Purchaser and its Affiliates and each of their respective officers, directors, membersemployees, partners, managers shareholders, agents and employees affiliates and the officers, directors, employees, partners, shareholders and agents of such affiliates (collectively, “the "Purchaser Indemnified Parties”") from and against the entirety of any costs or expenses (including reasonable attorneys’ fees and expenses)all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, claimscosts, damages amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, interest and assessments fees, including court costs and attorneys' fees and expenses (collectively, “Losses”"Adverse Consequences") through and the Purchaser Indemnified Parties may suffer (including any Adverse Consequences suffered after the date making of the any claim for indemnification that are imposed on or incurred by Purchaser Indemnified Parties that result after the end of any applicable survival period) resulting from, arise arising out of, relate to relating to, in the nature of, or caused by any of the following (ai) Shareholders' or Seller's breach (or the allegation by any breach third party of facts that, if true, would mean either has breached) of any of the representations, warranties, and covenants contained in this Agreement; (ii) except as expressly provided herein to the contrary, any liability or agreements obligation of GEC any nature, accruing prior to the Closing Date; (iii) any claim by any shareholder or Seller contained herein, (b) any expenses or liabilities with respect to any of GEC’s, Seller’s, the Companies’ or any of their Affiliates’ expenses incurred in connection with or in relation to the transactions contemplated by this Agreement Agreement, except for any claim arising out of a breach by Purchaser of its representations, warranties or obligations hereunder; and (iv) any actions, judgments, costs and expenses (including reasonable attorney fees and all other reasonable expenses incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened) incident to any of the Ancillary Agreementsforegoing; PROVIDED, including without limitation severance or other termination payment obligations HOWEVER, that become payable as a result of Seller and Shareholders shall not have any obligation to indemnify the transactions contemplated hereby (excluding Purchaser Indemnified Parties from and against any such payments required Adverse Consequences until such Adverse Consequences in aggregate exceed $1,000 (at which point Seller and Shareholders will be obligated to be made as indemnify the result of Purchaser Indemnified Parties from and against all such claims for indemnification relating back to the termination of such Covered Employee’s employment by first dollar). Each Purchaser at or after Closing), (c) the ownership interest held by any Company or any Subsidiary Indemnified Party will give prompt notice to Seller of any Company prior claim or condition to which the Closing Date in REP Holdings Ltd., RHAC Holdings, LLC or Waipouli Holdings, LLC, or (d) the matter described in Item (a)(2)L. of Section 4.13 of the Disclosure Schedule pursuant to the terms set forth thereinforegoing indemnification covenant relates.