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 Purchaser issues a Claim Notice (as hereinafter defineda) within From and after the applicable survival periodClosing, then, subject to the terms hereof, GEC and Seller, Seller shall jointly and severally, agree to severally indemnify and hold harmless Purchaser and Purchaser, its Affiliates and each of respective affiliates, shareholders, affiliates' shareholders (as applicable), their respective officers, directors, membersemployees, partnersagents, managers representatives, successors and employees assigns (collectivelythe "Purchaser Indemnitees"), “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 all Adverse Consequences incurred by Purchaser Indemnified Parties that result from, arise any of them directly or indirectly arising out of, relate relating to or resulting from any of the following: (ai) any breach of any representationsof the representations or warranties made by Seller in this Agreement, warrantiesthe Disclosure Schedules, without giving effect to any update to the Disclosure Schedule, the officers' certificates described herein, any conveyance instrument or any other certificate delivered by Seller or its shareholders pursuant to this Agreement; (ii) any failure by Seller to perform any of their covenants or agreements of GEC contained in this Agreement or in any other document, writing or instrument delivered by Seller contained herein, or its shareholders pursuant to this Agreement; (biii) the legal proceedings listed on Disclosure Schedule 3.9; (iv) any expenses action taken or liabilities not taken in connection with the sale contemplated hereby and by the documents contemplated hereby related to (A) the termination of employment of any current, former or retired employee by Seller or the termination by Seller of any independent contractor or consulting agreement; or (B) the employment or retirement status with Seller of any current, former or retired employee, officer, consultant, independent contractor or director of Seller or Seller; (v) the funding, operation, administration, amendment, termination of, or withdrawal or partial withdrawal from, any Employee Plan (including, but not limited to, any COBRA liability) established, maintained or contributed to by Seller, any Subsidiary or ERISA affiliate as of, or prior to, the Closing Date, whether such Adverse Consequences arise out of or relate to, any event or state of facts occurring or existing before, on or after the Closing Date, other than with respect to Assumed Liabilities; (vi) except as provided in Sections 8.1(b) and 12.2, all Environmental Liabilities, whenever incurred, based upon, arising from or related to any of GEC’sconditions, Seller’sevents, the Companies’ circumstances, facts, activities, practices, incidents, actions or any of their Affiliates’ expenses incurred in connection with omissions occurring or in relation to the transactions contemplated by this Agreement existing on 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.(a) at, RHAC Holdingson, LLC under, about, or Waipouli Holdings, LLCwithin any Real Property, or (db) otherwise related to Seller, any other currently or previously existing Subsidiary or related entity or affiliate of Seller or any divested entity, business, facility or property of Seller or any of their predecessors or related entities, in each case regardless of whether such Environmental Liabilities are known, unknown, disclosed, undisclosed, fixed or contingent, or whether such Environmental Liabilities relate to on-site or off-site Environmental Conditions, including without limitation any such Environmental Liabilities arising from the use, storage, handling, treatment, disposal, generation, transportation or release of any Hazardous Materials on or prior to the Closing Date; (vii) arising directly or indirectly out of, or relating to, any product manufactured, distributed or sold, or any repair services or other services performed, by Seller or its affiliates or relating to the Business on or at any time prior to the Closing Date, or the ownership, management or use of any of the Assets or conduct of the Business on or prior to the Closing Date, other than with respect to Assumed Liabilities; and (viii) any and all Tax liabilities of Seller not assumed by Purchaser under the terms of this Agreement; except that any materiality (or correlative meaning) qualifications included in the representations and warranties set forth in Articles III and IV shall have no effect on any provisions in this Section 8.2 concerning the indemnities of Seller and its shareholders with respect to such representations and warranties, each of which is given as though there were no materiality qualification for purposes of such indemnities. (b) The total liability of Seller for those matters for which Seller is providing an indemnification under this Section 8.2 shall not exceed the Purchase Price as adjusted; provided, however: (i) Seller shall have no liability with respect to claims under this Section 8.2 until the total of all liability with respect to such matters exceeds $100,000 (and then only for the amount by which such liability exceeds $100,000); (ii) the matter described aggregate liability of Seller for those matters set out in Item Sections 8.2(a)(i),(ii), (a)(2)L. of Section 4.13 iii), (iv), (v), and (vii) shall not exceed fifteen percent (15%) of the Disclosure Schedule pursuant Purchase Price, as adjusted; (iii) the aggregate liability of Seller for those matters set out in Sections 8.2(a)(vi) and (viii) shall not exceed the Purchase Price as adjusted; and (iv) the above 8.2(b)(ii) and 8.2(b)(iii) shall not exceed the purchase price. (c) Seller's liability for those matters set out in Sections 8.2(a)(i), 8.2(a)(ii), 8.2(a)(iii), 8.2(a)(iv), 8.2(a)(v), and 8.2(a)(vii) shall be limited to those matters for which Purchaser has provided notice to Seller within two (2) years from the terms date of Closing. Seller's liability for those matters set forth thereinout in this 8.2(a)(vi) and 8.2(a)(viii) shall be limited to those matters for which Purchaser has provided notice to Seller within four (4) years from the date of Closing.

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 In the event Xxxxxxx or Seller breaches any representations, warranties, covenants or agreements of Xxxxxxx or Seller contained herein, and, provided Purchaser issues a Claim Notice (as hereinafter defined) within the applicable any such survival period, then, subject to the terms hereof, GEC Xxxxxxx and Seller, Seller jointly and severally, 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’ losses, fines, penalties, damages, Third Party Claims, costs, fees and expenses), judgmentsincluding attorneys', finesaccountants', claimsinvestigators', damages and assessments experts' fees and expenses incurred in investigating or defending any of the foregoing (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, or are caused by the breach, subject to the terms of this Article 10. In addition, Xxxxxxx and Seller jointly and severally agree to indemnify and hold harmless Purchaser Indemnified Parties from and against all Losses that are imposed on or incurred by Purchaser Indemnified Parties that result from, arise out of, relate to, or are caused by any of the following (for the avoidance of doubt, the following shall not be subject to the Cap or Deductible set forth in Section 10.5 of this Agreement): (a) Taxes which are imposed on the Company or any breach of any representations, warranties, covenants or agreements of GEC or Seller contained herein, (b) any expenses or liabilities its Subsidiaries with respect to (i) any of GEC’sPre-Closing Tax Period (it being agreed and understood that, Seller’swithout any intent to exclude other items that are Pre-Closing Period Taxes, any Tax imposed upon the Companies’ or any of their Affiliates’ expenses incurred in connection with or in relation to the transactions contemplated by this Agreement Company or any of the Ancillary AgreementsSubsidiaries with respect to Hawaii Disposition shall be treated as a Pre-Closing Period Tax), (ii) the pre-Closing portion of any Straddle Period as determined under Section 8.3 (collectively, "Pre-Closing Period Taxes"), or any liability for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or similar provision of state, local or foreign law) or as a transferor or successor, by contract or otherwise, that would have been Pre-Closing Period Taxes within the meaning of the foregoing definition if imposed upon the Company or any of its Mainland Subsidiaries, but only to the extent the liability for such Taxes exceeds the accrual for Taxes contained on the Closing Balance Sheet and taken into account in the computation of the Working Capital, or (iii) any Taxes and related Losses incurred with respect to either of the items disclosed on Sections 4.15(a) or 4.15(c) of the Disclosure Schedule; (i) any liabilities or obligations of any nature whatsoever with respect to the Hawaii Subsidiaries with respect to actions or events occurring on or before the Closing Date or otherwise relating to the ownership of the Hawaii Subsidiaries by the Company, including without limitation severance any sales or other termination payment obligations that become payable as a result transfers of the transactions contemplated hereby capital stock in, or assets of, any of the Hawaii Subsidiaries, and (ii) any liabilities or obligations arising under the Hawaii Purchase Agreement (excluding any such payments required to be made as liabilities or obligations that result from, arise out of, relate to, or are caused by, any breach by the result Company or its Subsidiaries or Affiliates of Sections 6.13 or 6.14 of the termination of such Covered Employee’s employment Hawaii Purchase Agreement). Provided that Purchaser issues a claim notice, Xxxxxxx and Seller jointly and severally agree to indemnify and hold harmless the Purchaser Indemnified Parties from and against all losses that are imposed on or are incurred by Purchaser at Indemnified Parties that result from, arise out of, relate to, or after Closing), are caused by the imposition of any Guaranty Liabilities; (c) the ownership interest held by any Company or any Subsidiary of any Company prior to the Pre-Closing Date in REP Holdings Ltd., RHAC Holdings, LLC or Waipouli Holdings, LLC, or Claims; and (d) any amounts paid by the matter described Company to ResortQuest Hawaii, LLC in Item satisfaction of indemnification claims pursuant to clause (a)(2)L. b) of Section 4.13 5.2 of the Disclosure Schedule pursuant to the terms set forth thereinLicense Agreement.

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.