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

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(e) above, provided that the Buyer makes a written claim for indemnification against CGC or the Seller within such survival period, then the Seller agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC which is not reflected on the Financial Statements (including any Liability of CGC that becomes a Liability of the Buyer under any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise by operation of law). (iii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC for Taxes of CGC with respect to any Tax year or portion thereof ending on or before the Closing Date, to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of CGC in filing its Tax Returns and (b) for the unpaid Taxes of any Person (other than the Seller) under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iv) The Seller agrees that if, at any time during the effective term of this Agreement, to include the full effective term of the Earn-Out Agreement, Buyer discovers that CGC did not possess good and marketable title in the Software Product described above, free and clear of any claims, liens, or other encumbrances of any kind, at the time of Closing, and if the defect in title can still be successfully asserted by a third party and cannot be cured by reasonable efforts, then Seller agrees to immediately return to Buyer any and all monies received by Seller under this Agreement, any Buyer Shares provided to Seller at Closing (or $500,000 in lieu of such shares), the Lock-Up Shares, the Earn-Out Shares, and any and all other items of value received by Seller under this Agreement (with the exception of salary and benefits).

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Seller Individual Sellers has breached) any of his their representations, warranties, and covenants contained in this Agreementherein, and, if there is an applicable survival period pursuant to Section 8(e§7(a) above, provided that the Buyer makes a written claim for indemnification against CGC or any of the Seller Individual Sellers pursuant to §9(h) below within such survival period, then then, subject to the Seller terms of this Section 7, the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the 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). (ii) The Seller agrees Subject to the terms of this Section 7, the Sellers agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC which is not reflected on the Financial Statements NexGen (including x) for any Liability of CGC that becomes a Liability of the Buyer under any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise by operation of law). (iii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC for Taxes of CGC NexGen with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of CGC in filing its Tax Returns and (b) for the unpaid Taxes of any Person (other than the Seller) under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseStatements. (iv) The Seller agrees that if, at any time during the effective term of this Agreement, to include the full effective term of the Earn-Out Agreement, Buyer discovers that CGC did not possess good and marketable title in the Software Product described above, free and clear of any claims, liens, or other encumbrances of any kind, at the time of Closing, and if the defect in title can still be successfully asserted by a third party and cannot be cured by reasonable efforts, then Seller agrees to immediately return to Buyer any and all monies received by Seller under this Agreement, any Buyer Shares provided to Seller at Closing (or $500,000 in lieu of such shares), the Lock-Up Shares, the Earn-Out Shares, and any and all other items of value received by Seller under this Agreement (with the exception of salary and benefits).

Indemnification Provisions for Benefit of the Buyer. (ia) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(e) above, provided that the Buyer makes a written claim for indemnification against CGC or the Seller within such survival period, then the Seller agree agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the 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). (iib) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by by: (1) any Liability of CGC the Seller which is not reflected on the Financial Statements an Assumed Liability (including any Liability of CGC the Seller that becomes a Liability of the Buyer under any Environmentalbulk transfer law of any jurisdiction, Health, and Safety Requirements, for unpaid Taxesunder any common law doctrine of de facto merger or successor liability, or otherwise by operation of law).; or (iii2) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC any of the LMG Subsidiaries for unpaid Taxes of CGC with respect to any Tax year or portion thereof ending on or before the Closing Date, Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable to the portion of such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book period beginning before and Tax income) shown ending on the face Closing Date); or (3) any Liability of any of the Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of CGC in filing its Tax Returns and (b) LMG Subsidiaries for the unpaid Taxes of any Person (other than including the SellerSeller and its Subsidiaries) under Treas. Reg. Section 1. Section 1.15021502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iv) The Seller agrees that if, at any time during the effective term of this Agreement, to include the full effective term of the Earn-Out Agreement, Buyer discovers that CGC did not possess good and marketable title in the Software Product described above, free and clear of any claims, liens, or other encumbrances of any kind, at the time of Closing, and if the defect in title can still be successfully asserted by a third party and cannot be cured by reasonable efforts, then Seller agrees to immediately return to Buyer any and all monies received by Seller under this Agreement, any Buyer Shares provided to Seller at Closing (or $500,000 in lieu of such shares), the Lock-Up Shares, the Earn-Out Shares, and any and all other items of value received by Seller under this Agreement (with the exception of salary and benefits).40

Indemnification Provisions for Benefit of the Buyer. With respect to any alleged breach as to which the Buyer gives the Seller notice and asserts a claim prior to the end of the applicable survival period pursuant to Section 8(a) above. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(e) aboveherein, provided that the Buyer makes a written claim for indemnification against CGC or the Seller within such during the applicable survival period, then the Seller agree agrees to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any material Adverse Consequences the 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). (ii) The Seller agrees to indemnify the Buyer from and against the entirety of any material Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC which is not reflected on the Financial Statements Target (including x) for any Liability of CGC that becomes a Liability Taxes of the Buyer under any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise by operation of law). (iii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC for Taxes of CGC Target with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 9(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Financial Statements Targets most recent financial statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of CGC the Target in filing its Tax Returns and (b) for the unpaid Taxes of any Person (other than the Seller) under Reg. Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwiseReturns. (iv) The Seller agrees that if, at any time during the effective term of this Agreement, to include the full effective term of the Earn-Out Agreement, Buyer discovers that CGC did not possess good and marketable title in the Software Product described above, free and clear of any claims, liens, or other encumbrances of any kind, at the time of Closing, and if the defect in title can still be successfully asserted by a third party and cannot be cured by reasonable efforts, then Seller agrees to immediately return to Buyer any and all monies received by Seller under this Agreement, any Buyer Shares provided to Seller at Closing (or $500,000 in lieu of such shares), the Lock-Up Shares, the Earn-Out Shares, and any and all other items of value received by Seller under this Agreement (with the exception of salary and benefits).

Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller or the Shareholder breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his their representations, warranties, and covenants contained in this Agreementherein, and, if there is an applicable survival period pursuant to Section 8(e) above, provided that the Buyer makes a written claim for indemnification against CGC or the Seller within such survival periodand the Shareholder, then the Seller jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Seller agrees and the Shareholder, jointly and severally, agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC which is not reflected on the Financial Statements Buyer: (including A) for any Liability of CGC that becomes a Liability of Taxes (except any such Taxes are set forth in Section 2(f), but only to the Buyer under any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise by operation of law). (iiiextent set forth therein) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC for Taxes of CGC with respect to any Tax year or portion thereof ending on or before the Closing Date(or for any Tax year beginning before and ending after the Closing to the extent allocable to the portion of such period beginning before and ending on the Closing), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Financial Statements (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of CGC in filing its Tax Returns and (bB) for the unpaid Taxes of any Person (other than the Seller) under Reg. Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, or (C) any liability of the Seller which is not an Assumed Obligation (including any Liability of the Seller that becomes a Liability of the Buyer under any common law doctrine of de facto merger or successor liability, under Environmental, Health, and Safety Laws, or otherwise by operation of law). (iviii) The Seller agrees that if, at Notwithstanding any time during the effective term provision of this AgreementAgreement to the contrary, with regard to include the full effective term a breach or violation of the Earn-Out Agreementrepresentations and warranties set forth in Section 4, Buyer discovers that CGC did not possess good the Shareholder’s indemnity obligations and marketable title liability shall survive for only two (2) years following the Closing and shall extend only to the representations and warranties set forth in the Software Product described above, free and clear of any claims, liens, or other encumbrances of any kind, at the time of Closing, and if the defect in title can still be successfully asserted by a third party and cannot be cured by reasonable efforts, then Seller agrees to immediately return to Buyer any and all monies received by Seller under this Agreement, any Buyer Shares provided to Seller at Closing Section (or $500,000 in lieu of such shares4k) (Tax Matters), the Lock-Up SharesSection 4(w) (Employees), the Earn-Out SharesSection 4(x) (Employee Benefits) and Section 4(z) (Environment, Health and any and all other items of value received by Seller under this Agreement (with the exception of salary and benefitsSafety).

Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Seller or Target or its Subsidiaries breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his their representations, warranties, and covenants contained in this Agreementherein, and, if there is an applicable survival period pursuant to Section 8(e§7(a) above, provided that the Buyer makes a written claim for indemnification against CGC or the Seller or Target pursuant to §7(d) below within such survival period, then the Seller agree agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the 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). (ii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC which is not reflected on the Financial Statements (including any Liability of CGC that becomes a Liability of the Buyer under Target and its Subsidiaries (x) for any Environmental, Health, and Safety Requirements, for unpaid Taxes, or otherwise by operation of law). (iii) The Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of CGC for Taxes of CGC the Target and its Subsidiaries with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with §8(c)) to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Financial Statements (rather than in any notes thereto)Closing Balance Sheet, as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of CGC in filing its Tax Returns and (by) for the unpaid Taxes of any Person (other than any of the SellerTarget and its Subsidiaries) under Reg. Section §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise. (iviii) The Seller agrees that if, at any time during the effective term As of Closing and pursuant to §2 of this Agreement, to include the full effective term each of the EarnBuyers, the Seller and an escrow agent to be reasonably chosen by mutual agreement of the Buyer and the Seller (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”), and ACCESSWIRE Canada shall deposit the Escrow Amount with the Escrow Agent to be held as a trust fund (the “Escrow Fund”) for the purpose of securing the indemnification obligations set forth in this §7 and the post-Out Agreementclosing adjustment payment obligations set forth in §2. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, Buyer discovers that CGC did not possess good and marketable title in the Software Product described aboveattachment, free and clear trustee process or any other judicial process of any claims, liens, or other encumbrances creditor of any kind, at the time of Closingparty, and if shall be held and disbursed solely for the defect purposes and in title can still be successfully asserted by a third party and cannot be cured by reasonable efforts, then Seller agrees to immediately return to Buyer any and all monies received by Seller under this accordance with the terms of the Escrow Agreement, any Buyer Shares provided to Seller at Closing (or $500,000 in lieu . For purpose of such shares)clarity, the LockEscrow Agreement shall instruct the Escrow Agent to release the Escrow Funds (to the extent such Escrow Funds remaining available) to the Seller on the eighteen-Up Sharesmonth anniversary of the Closing Date, including any interest accrued on the Earn-Out Shares, and any and all other items of value received by Seller under this Agreement (with the exception of salary and benefits)Escrow Fund.