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

Indemnification Provisions for Benefit of Purchaser. (a) In the event Seller breaches any of its representations, warranties or covenants contained in this Agreement or in any certificate delivered by Seller pursuant to this Agreement and provided that, as to any claim for breach of representations or warranties, Purchaser makes a written claim for indemnification against Seller within the applicable survival period, if applicable, then Seller agrees to indemnify Purchaser and its Affiliates from and against all Damages Purchaser and its Affiliates suffer resulting from or arising out of such event; provided, however, Seller shall not have any obligation to indemnify Purchaser or any of its Affiliates pursuant to this paragraph (a) from and against any Damages resulting from the breach of any representation or warranty of Seller contained in Article III of this Agreement (other than Perpetual Representations): (i) until and only to the extent that Purchaser and its Affiliates have suffered aggregate Damages, by reason of all such breaches in excess of $100,000 (the “Deductible Amount”) (in which case Purchaser and its Affiliates shall be entitled to assert claims for only the Damages in excess of the Deductible Amount) or (ii) notwithstanding anything to the contrary contained in this Agreement, to the extent the aggregate amount that Seller has actually indemnified Purchaser and/or its Affiliates for prior breaches of representations and warranties of Seller contained in Article III of this Agreement exceeds $3,000,000 (the “Cap”). Notwithstanding the foregoing, Seller shall have no obligation to indemnify Purchaser or its Affiliates under this Section 9.2(a) with respect to Damages amounting to less than $5,000 in the aggregate arising out of the same occurrence or matter or series of related occurrences or matters. For the avoidance of doubt, notwithstanding anything to the contrary, the Deductible Amount and Cap shall not apply to any purchase price adjustments set forth in Section 2.3 of this Agreement.

Indemnification Provisions for Benefit of Purchaser. (a) In the event that the Seller breaches any of its representations, warranties or covenants contained in this Agreement Agreement, any other Transaction Document or in any certificate delivered by the Seller pursuant to this Agreement hereto or thereto and provided that, as to any claim for breach of representations or warranties, the Purchaser makes a written claim for indemnification against the Seller within the applicable survival period, if applicable, then the Seller agrees to indemnify the Purchaser and its Affiliates from and against all Damages the Purchaser and its Affiliates suffer resulting from or arising out of such event; provided, however, that the Seller shall not have any obligation to indemnify the Purchaser or any of its Affiliates pursuant to this paragraph (a) from and against any Damages resulting from the breach of any representation or warranty of the Seller (as opposed to any covenant of the Seller) contained in Article III of this Agreement (other than Perpetual Representations): (i) until and only to the extent that Purchaser and its Affiliates have has suffered aggregate Damages, by reason of all such breaches in excess of $100,000 87,500 (after which point the “Deductible Amount”) (in which case Seller will be obligated to indemnify the Purchaser from the first dollar of Damages). Without limiting the generality or effect of the foregoing, the Seller shall indemnify, defend and hold harmless the Company, the Purchaser and any of their respective Affiliates from and against any and all Damages resulting from or arising out of any of the following (which indemnification, defense and hold harmless shall not be subject to any of the limitations set forth in Section 10.2(a)): Any business or property formerly owned or operated by the Company or any of its predecessors but not owned or operated by the Company immediately after the Closing; Any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date to the extent that the total Damages resulting therefrom exceed the amount of the reserve for returns and allowances that is specifically allocated to products shipped and/or manufactured by the Company as set forth in the Balance Sheet; Any claim of any creditor or beneficiary of the Seller or any of its Affiliates shall be entitled (other than the Company), whether arising prior to, on or after the Closing Date; Except as set forth on the Closing Date Balance Sheet as a current liability: (x) any liability to assert claims for only the Damages in excess any Employee or Former Employee of the Deductible Amount) Company or (ii) notwithstanding anything to any of its predecessors as of the contrary contained Closing Date arising under any Plan or otherwise in this Agreementconnection with their employment by the Company, including, without limitation, post-retirement health benefits, to the extent not fully funded immediately prior to the aggregate amount that Seller has actually indemnified Purchaser and/or its Affiliates for prior breaches of representations Closing, and warranties of Seller contained in Article III (y) any severance or other benefit payable to any Employee or Former Employee by reason of this Agreement exceeds $3,000,000 (or the “Cap”). Notwithstanding the foregoingtransactions contemplated hereby, Seller shall have no obligation to indemnify Purchaser including, without limitation, any stay bonus, golden parachute or its Affiliates under this Section 9.2(a) with respect to Damages amounting to less than $5,000 in the aggregate arising out of the same occurrence other change-in-control payment or matter or series of related occurrences or matters. For the avoidance of doubt, notwithstanding anything to the contrary, the Deductible Amount and Cap shall not apply to any purchase price adjustments set forth in Section 2.3 of this Agreement.benefit;

Indemnification Provisions for Benefit of Purchaser. (a) In the event Seller breaches agrees to indemnify Purchaser and its Affiliates against (i) any Damages Purchaser suffers arising out of or resulting from Seller's breach of any of its representations, warranties or covenants contained in this Agreement or in any certificate delivered by Seller pursuant to this Agreement and provided that, as to any claim for breach of representations or warranties, Purchaser makes a written claim for indemnification against Seller within the applicable survival period, if applicable, then Seller agrees to indemnify Purchaser and its Affiliates from (ii) any and against all Damages Purchaser and its Affiliates suffer resulting from or arising out related to any of such eventthe Excluded Liabilities; provided, however, Seller shall not have any obligation to indemnify Purchaser or any of its Affiliates pursuant to this paragraph (a) from and against any Damages resulting from the breach of any representation or warranty of Seller (as opposed to any covenant of Seller) contained in Article III IV of this Agreement (other than Perpetual Representations): (ix) until and only to the extent that Purchaser and its Affiliates have has suffered aggregate Damages, by reason of all such breaches (excluding breaches or series of related breaches resulting in Damages of less than $5,000), in excess of $100,000 250,000 (or $150,000 in the event of a breach of Section 4.28 hereof (the “Deductible Amount”"Plan Basket")) (in the "Deductible") (after which case point Seller will be obligated only to indemnify Purchaser from and its Affiliates shall be entitled to assert claims for only the against further Damages in excess of the Deductible AmountDeductible), (y) in the case of a breach, or alleged breach, of the representations and warranties contained in Section 4.21, to the extent that Purchaser has not complied with the provisions of Section 13.5, or (iiz) notwithstanding anything to the contrary contained in this Agreement, to the extent the aggregate amount that Seller has actually indemnified Purchaser and/or its Affiliates for prior breaches of representations and warranties of Seller contained in Article III IV of this Agreement exceeds $3,000,000 the Purchase Price (the “"Cap”"). Notwithstanding Breaches of Section 4.28 shall be applied first against the foregoingPlan Basket and thereafter, Seller shall have no obligation to indemnify Purchaser or its Affiliates under this Section 9.2(a) with respect to Damages amounting to less than $5,000 in the aggregate arising out of the same occurrence or matter or series of related occurrences or matters. For the avoidance of doubt, notwithstanding anything to the contraryextent of any excess, against the Deductible Amount and Cap shall not apply to any purchase price adjustments set forth in Section 2.3 of this Agreement$250,000 Deductible.

Indemnification Provisions for Benefit of Purchaser. (a) In the event Seller breaches Sellers breach any of its their representations, warranties or covenants contained in this Agreement or in any certificate delivered by Seller Sellers pursuant to this Agreement and provided that, as to any claim for breach of representations or warranties, Purchaser makes a written claim for indemnification against Seller Sellers within the applicable survival period, if applicable, then Seller agrees Sellers agree jointly and severally to indemnify Purchaser and its Affiliates from and against all Damages Purchaser and its Affiliates suffer suffers resulting from or arising out of such event; provided, however, Seller Sellers shall not have any obligation to indemnify Purchaser or any of its Affiliates pursuant to this paragraph (a) from and against any Damages resulting from the breach of any representation or warranty of Seller Sellers (as opposed to any covenant of Sellers) contained in Article III of this Agreement Agreement: (i) (other than Perpetual Representations): (i) until and only to the extent that Purchaser and its Affiliates have has suffered aggregate Damages, by reason of all such breaches (excluding breaches or series of related breaches resulting in Damages of less than $5,000) in excess of $100,000 45,454.50 (the “Deductible Amount”"Deductible") (in after which case point Sellers will be obligated only to indemnify the Purchaser from and its Affiliates shall be entitled to assert claims for only the against further Damages in excess of the Deductible Amount) Deductible), or (ii) notwithstanding anything to the contrary contained in this Agreement, to the extent the aggregate amount that Seller has Sellers have actually indemnified Purchaser and/or its Affiliates for prior breaches of representations and warranties of Seller Sellers contained in Article III of this Agreement exceeds $3,000,000 10 million (the “"Cap”"). Notwithstanding anything to the foregoingcontrary contained in this Agreement, Seller to the extent any Damages for which Purchaser may claim indemnity (or satisfaction of the Deductible) pursuant to this Section 10.2 relate to a breach of any of the representations or warranties contained in Article III and are due to Damages suffered by the Company (which are not directly suffered by Purchaser), Sellers shall have no obligation only be obligated to indemnify Purchaser or and its Affiliates under this Section 9.2(a) with respect to Damages amounting to less than $5,000 in for (or reduce the aggregate arising out remaining portion of the same occurrence or matter or series Deductible by) 20% of related occurrences or mattersthe total Damages suffered by the Company, which 20% shall be subject to the Cap. For the avoidance of doubt, notwithstanding Notwithstanding anything to the contrarycontrary contained in this Agreement, to the extent any Damages for which Purchaser may claim indemnity (or satisfaction of the Deductible) pursuant to this Section 10.2 relate to a breach of any of the representations or warranties contained in Article III and are due to Damages suffered by CMC (which are not directly suffered by Purchaser), Sellers shall only be obligated to indemnify Purchaser and its Affiliates for (or reduce the remaining portion of the Deductible Amount and Cap by) 50% of the total Damages suffered by CMC, which 50% shall not apply be subject to any purchase price adjustments set forth in Section 2.3 of this Agreementthe Cap.

Indemnification Provisions for Benefit of Purchaser. (a) In the event Seller breaches agrees to indemnify Purchaser and its Affiliates against (i) any Damages Purchaser suffers arising out of or resulting from Seller's breach of any of its representations, warranties or covenants contained in this Agreement or in any certificate delivered by Seller pursuant to this Agreement and provided that, as to any claim for breach of representations or warranties, Purchaser makes a written claim for indemnification against Seller within the applicable survival period, if applicable, then Seller agrees to indemnify Purchaser and its Affiliates from (ii) any and against all Damages Purchaser and its Affiliates suffer resulting from or arising out related to any of such eventthe Excluded Liabilities; provided, however, Seller shall not have any obligation to indemnify Purchaser or any of its Affiliates pursuant to this paragraph (a) from and against any Damages resulting from the breach of any representation or warranty of Seller (as opposed to any covenant of Seller) contained in Article III ARTICLE IV of this Agreement (other than Perpetual Representations): (ix) until and only to the extent that Purchaser and its Affiliates have has suffered aggregate Damages, by reason of all such breaches (excluding breaches or series of related breaches resulting in Damages of less than $5,000), in excess of $100,000 250,000 (or $150,000 in the event of a breach of SECTION 4.28 hereof (the “Deductible Amount”"PLAN BASKET")) (in the "DEDUCTIBLE") (after which case point Seller will be obligated only to indemnify Purchaser from and its Affiliates shall be entitled to assert claims for only the against further Damages in excess of the Deductible AmountDeductible), (y) in the case of a breach, or alleged breach, of the representations and warranties contained in SECTION 4.21, to the extent that Purchaser has not complied with the provisions of SECTION 13.5, or (iiz) notwithstanding anything to the contrary contained in this Agreement, to the extent the aggregate amount that Seller has actually indemnified Purchaser and/or its Affiliates for prior breaches of representations and warranties of Seller contained in Article III ARTICLE IV of this Agreement exceeds $3,000,000 the Purchase Price (the “Cap”"CAP"). Notwithstanding Breaches of SECTION 4.28 shall be applied first against the foregoingPlan Basket and thereafter, Seller shall have no obligation to indemnify Purchaser or its Affiliates under this Section 9.2(a) with respect to Damages amounting to less than $5,000 in the aggregate arising out of the same occurrence or matter or series of related occurrences or matters. For the avoidance of doubt, notwithstanding anything to the contraryextent of any excess, against the Deductible Amount and Cap shall not apply to any purchase price adjustments set forth in Section 2.3 of this Agreement$250,000 Deductible.

Indemnification Provisions for Benefit of Purchaser. (a) In the event Seller that the Company breaches any of its representations, warranties the Company Representations or either the Company or a Seller Party breaches any of the covenants contained in this Agreement or in any certificate delivered by Seller pursuant to this Agreement other Transaction Document (a “Company Indemnifiable Event”), and provided that, as to any claim for breach of representations such representations, warranties or warrantiescovenants, the Purchaser or Parent makes a written claim for indemnification against the Responsible Seller within the applicable survival period, if applicableParty or Parties from whom indemnification is sought, then the Responsible Seller agrees Parties agree to indemnify indemnify, jointly and severally, the Purchaser, Parent and any of their Affiliates, officers, directors, employees, agents or representatives (collectively, the “Purchaser and its Affiliates Indemnified Parties”) from and against any and all Damages Purchaser and its Affiliates suffer suffered by any of them resulting from or arising out of such event; provided, however, that (i) the Responsible Seller Parties shall not have any obligation to indemnify a Purchaser or any of its Affiliates pursuant to this paragraph (a) Indemnified Party from and against any Damages resulting from the breach of any representation or warranty of Seller contained in Article III of this Agreement Company Representations (other than Perpetual RepresentationsRepresentations and Excluded Representations and as opposed to any breach of a covenant of the Company or a Seller Party, as to which none of the following limitations shall apply): (iA) until and only to the extent that Purchaser and its Affiliates Indemnified Parties have suffered aggregate Damages, by reason of all such breaches breaches, in excess of $100,000 200,000 (after which point the “Deductible Amount”) (in which case Purchaser and its Affiliates Responsible Seller Parties shall be entitled obligated to assert claims indemnify the Purchaser Indemnified Parties for only the all Damages incurred by them in excess of the Deductible Amounta one-time, non-renewing deductible of $200,000), (B) or (ii) notwithstanding anything to the contrary contained in this Agreement, if and to the extent the aggregate amount that Seller has actually indemnified Purchaser and/or its Affiliates such Damages, when aggregated with all prior payments for prior breaches of representations and warranties of Seller contained in Article III of this Agreement exceeds $3,000,000 (the “Cap”). Notwithstanding the foregoing, Seller shall have no obligation Damages pursuant to indemnify Purchaser or its Affiliates under this Section 9.2(a11.2(a), exceed $6,700,000, and (C) with respect to Damages amounting to less than $5,000 in if notice of such breach occurs after the aggregate arising out expiration of the same occurrence or matter or series applicable survival period of related occurrences or matters. For the avoidance of doubt, notwithstanding anything to the contrary, the Deductible Amount and Cap shall not apply to any purchase price adjustments such Company Representation as set forth in Section 2.3 11.1(a), and (ii) the Responsible Seller Parties shall not have any obligation to indemnify a Purchaser Indemnified Party from and against any Damages resulting from the breach of any Perpetual Representations or Excluded Representations or any breach of a covenant of the Company or a Seller Party if and to the extent that such Damages, when aggregated with all prior payments for Damages pursuant to this AgreementSection 11.2(a), exceed the Purchase Price.

Indemnification Provisions for Benefit of Purchaser. (a) In the event Seller that either Shareholder breaches any of its his or her representations, warranties or covenants contained in this Agreement or in any certificate delivered by Seller said Shareholder pursuant to this Agreement hereto and provided that, as to any claim for breach of representations or warranties, the Purchaser makes a written claim for indemnification against Seller the Shareholders within the applicable survival period, if applicable, then Seller agrees the Shareholders agree to indemnify the Purchaser and its Affiliates from and against all Damages the Purchaser and its Affiliates suffer resulting from or arising out of such event; provided, however, Seller that the Shareholders shall not have any obligation to indemnify the Purchaser or any of its Affiliates pursuant to this paragraph (a) from and against any such Damages resulting from until the breach of any representation or warranty of Seller contained in Article III of this Agreement (other than Perpetual Representations): (i) until and only to the extent that Purchaser and its Affiliates have has suffered aggregate Damages, Damages by reason of all such breaches in excess of $100,000 (50,000.00 USD and then only to the “Deductible Amount”) (in which case Purchaser and its Affiliates shall be entitled to assert claims for only the extent of Damages in excess of said $50,000.00 USD; provided further that no claim may be made by Purchaser under this Section unless the Deductible Amounttotal of the Damages associated with any single event or occurrence triggering an indemnification claim exceeds $10,000.00 USD. In any event, the maximum amount that Shareholders shall be required to pay as to all claims made under this Section shall be equal to the lesser of $4,000,000.00 USD, or the actual consideration received by Shareholders pursuant to this Agreement as of the date of Shareholders’ payment of such indemnification claim, and the payment of which, at Shareholders’ election, may be satisfied in whole or in part by (A) the return of any portion of the Stock Consideration remaining in the Shareholders’ possession, which shall be valued for purposes of this paragraph at the greater of (i) the per share price at which they were issued to the Shareholders, or (ii) notwithstanding anything the per share closing price of IMSI’s common stock as reported on the OTCBB on the date on which the shares are returned to the contrary contained in this Agreement, to the extent the aggregate amount that Seller has actually indemnified Purchaser and/or its Affiliates for prior breaches IMSI or (B) setting off of representations and warranties of Seller contained in Article III of this Agreement exceeds $3,000,000 (the “Cap”). Notwithstanding the foregoing, Seller shall have no obligation to indemnify Purchaser such amounts against all or its Affiliates under this Section 9.2(a) with respect to Damages amounting to less than $5,000 in the aggregate arising out any portion of the same occurrence or matter or series of related occurrences or mattersremaining amounts due under the Promissory Note. For the avoidance of doubt, notwithstanding anything to the contraryIn addition, the Deductible Amount and Cap shall not apply to any purchase price adjustments maximum indemnification amount set forth in Section 2.3 herein shall be reduced by the net loss (including brokerage fees and commissions), if any, incurred by the Shareholders as a result of this Agreementthe sale of any portion of the Stock Consideration.