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

Indemnification Provisions for Benefit of the Sellers. Subject to the terms, conditions and limitations provided herein, the Buyers shall, jointly and severally, indemnify and hold harmless the Sellers (and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Seller Indemnified Party”) from and against any and all Losses that any of such Seller Indemnified Parties shall incur, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilities; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant to the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations and Warranties or the Assumed Liabilities, in each case, following the Closing, (i) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i), the Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from and against further such Losses).

Indemnification Provisions for Benefit of the Sellers. (a) Subject to the termsterms and conditions of this Article VII, conditions and limitations provided herein, the Buyers shall, jointly and severally, Buyer will indemnify and hold harmless the Sellers (and the Guarantors, their respective Affiliates, the Representative, and their respective directorssuccessors, managers, officers, employees, shareholdersassigns, representatives, permitted successors equityholders, directors, officers and assigns and Affiliates) employees (each, a the “Seller Indemnified PartyIndemnitees”) from and against any and all Losses that any Seller Indemnitee may incur (provided that an indemnification claim with respect to such Losses is made pursuant to this Article VII prior to the end of such Seller Indemnified Parties shall incurany applicable survival period) arising from, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with with, resulting from or caused by (ai) any breach or inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers Buyer in Section 3.01 or (ii) any breach of any covenant or agreement of Buyer in this Agreement or any other Transaction Documents; Ancillary Document. (b) any breach of or default With respect to the matters described in the performance by the Buyers of any covenantSection 7.03(a)(i), agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilities; provided, however, that except Buyer will have no liability with respect to any such matters until Seller Indemnitees have incurred aggregate Losses incurred by reason of all such breaches in connection with the breach of any excess of the Fundamental Representations and Warranties or the Assumed LiabilitiesDeductible, the Buyers shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant to the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers point Buyer will only be obligated to indemnify the Seller Indemnified Parties Indemnitees from and against all indemnifiable Losses in excess of the Deductible); provided, further, except with respect that the foregoing limitations shall not apply to any indemnifiable Losses incurred resulting from (i) breaches of or inaccuracies in connection with any breach of the Fundamental Representations and Warranties or (ii) Fraud of Buyer. (c) With respect to the Assumed Liabilitiesmatters described in Section 7.03(a)(i), in each casethe aggregate maximum liability of Buyer shall be an amount equal to the Representation Cap; provided, following that the Closing, foregoing limitation shall not apply to any indemnifiable Losses resulting from (i) breaches of or inaccuracies in the Buyers’ aggregate Liability for Losses incurred pursuant to Fundamental Representations (which shall instead be capped at the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and Cash Payment amount) or (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i), the Fraud of Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from and against further such Losses).

Indemnification Provisions for Benefit of the Sellers. Subject (a) From and after the Closing, in the event Buyer breaches any of its representations or warranties contained herein or the Buyer’s covenants contained in Section 5.6 (each such breach, a “Buyer Breach”) and receives a written claim for indemnification from the Seller or the Foreign Sellers within the survival period set forth in Section 9.1 hereof, then Buyer agrees to the terms, conditions and limitations provided herein, the Buyers shall, jointly and severally, indemnify and hold harmless the Sellers (Seller or the Foreign Sellers, as applicable, their Affiliates, and their respective directors, managers, officers, employees, shareholders, representativespartners, permitted members, agents, Representatives and employees and their heirs, successors and assigns and Affiliates) permitted assigns, each in their capacity as such (each, a the “Seller Indemnified PartyParties”) from and against any and all Losses Adverse Consequences arising out of, relating to or caused by the Buyer Breach that any of such the Seller Indemnified Parties or the Foreign Sellers, as applicable, shall incursuffer, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilitiesincur; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers Buyer shall not have any obligation to indemnify the a Seller Indemnified Parties Party from and against any Losses incurred pursuant Adverse Consequences arising out of, relating to the terms of this Agreement or caused by a Buyer Breach (i) until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms Parties, together or individually, have suffered sustained or incurred aggregate Adverse Consequences by reason of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses all such Buyer Breaches in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations Indemnification Basket (it being understood that such amount is a “true deductible”) and Warranties until after such amount is reached or the Assumed Liabilities, in each case, following the Closing, (iii) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms extent the Adverse Consequences the Seller Indemnified Parties, together or individually, have suffered by reason of this Agreement shall not all such Buyer Breaches exceed the Tier 1 Indemnification Cap (after which point the Buyers will Buyer shall have no obligation to indemnify the Seller Indemnified Parties from and against any Losses such further Adverse Consequences resulting from any Buyer Breach); provided, further that all such obligations of Buyer to indemnify the Seller Indemnified Parties shall be net of any Tax benefit actually realized by Seller, the Foreign Sellers or any of their Subsidiaries (net of any Tax detriments) in the taxable period of such Adverse Consequence, calculated on a with and without basis and shall be reduced by any insurance proceeds received by any of the Seller Indemnified Parties in connection with such Adverse Consequences. (b) From and after the Closing, Buyer agrees to indemnify the Seller Indemnified Parties, from and against any Adverse Consequences that a Seller Indemnified Party, shall suffer, sustain or incur resulting from, or caused by, (i) the Assumed Foreign Liabilities (except with respect to Taxes which are subject to the Tier 1 CapSections 5.7(a); and ) or (ii) without prejudice any breach of a covenant or agreement of the Buyer contained in this Agreement (but not resulting from the actions or omissions of the Buyers and their Subsidiaries and Affiliates prior to the limitations set forth in Closing); provided, however, that all such obligations of Buyer to indemnify the immediately preceding subsection (i)Seller Indemnified Parties shall be net of any Tax benefit actually realized or realizable by Seller, the Buyer’s aggregate Liability for Losses incurred pursuant Foreign Sellers or any of their Subsidiaries and shall be reduced by any insurance proceeds received by any of the Seller Indemnified Parties in connection with such Adverse Consequences. (c) Other than with respect to the terms of this Agreement shall not exceed the Tier 2 Cap (after which point the any Retained Liability, Buyer will have no obligation agrees to indemnify the Seller Indemnified Parties from and against further such Lossesany Adverse Consequences that the Seller Indemnified Parties shall suffer resulting from, or relating to, events or circumstances occurring at or after the Closing with respect to the Transferred Employees (including the employment or termination of employment of, or any decision made by Buyer, CodeGear or any of their Affiliates as employer of the Transferred Employees). (d) Buyer shall make any payments in connection with Section 9.3(a), 9.3(b) or 9.3(c) by wire transfer of immediately available funds to a bank account designated in writing by the Seller or the Foreign Sellers, as applicable. (e) Buyer agrees to indemnify and hold harmless the Seller Indemnified Parties from and against any Adverse Consequences (without duplication) that the Seller Indemnified Parties shall suffer, arising out of, resulting from, or caused by (i) any Taxes attributable to the ownership or operation of the Foreign Business, or the ownership or operation of the assets of CodeGear, for any Post-Closing Tax Period, (ii) any Taxes of CodeGear for any Post-Closing Tax Period, and (iii) any other Tax of, or attributable to the Buyer (or its Affiliates) for any period or to CodeGear for any Post-Closing Tax Period. (f) For purposes of calculating Adverse Consequences under this Section 9.3 once a breach of a representation or warranty has occurred, any qualifications relating to materiality, including the term “Material Adverse Effect” contained in any representation or warranty of the Buyer shall be disregarded.

Indemnification Provisions for Benefit of the Sellers. Subject to (a) If the termsBuyer breaches any of its representations, conditions warranties, and limitations provided covenants contained herein, the Buyers shalland, jointly and severallyif there is an applicable survival period pursuant to Section 6.1 above, indemnify and hold harmless provided that any of the Sellers (and their respective directorsgives written notice of a claim for indemnification against the Buyer pursuant to Section 7.7 below within such survival period, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Seller Indemnified Party”) then the Buyer agrees to indemnify each of the Sellers from and against the entirety of any Adverse Consequences the Seller may suffer through and all Losses that after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period which are directly related to such Seller Indemnified Parties shall incurclaim for indemnification) resulting from, sustain arising out of, relating to, in the nature of, or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach caused by the Buyers breach. Any written notice given by Seller pursuant to this Section 6.3(a) shall specifically state (i) the breach of any representation representation, warranty, covenant or warranty made agreement claimed by Seller and (ii) the amount of the loss, damage or other Adverse Consequence incurred or expected to be incurred by the Buyers in this Agreement or any other Transaction Documents; Seller. (b) any breach of or default in Notwithstanding the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilities; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilitiesforegoing, the Buyers Buyer shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant to the terms of under this Agreement Section 6.3 until the aggregate amount Sellers have suffered Adverse Consequences by reason of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses all such breaches in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations and Warranties or the Assumed Liabilities, in each case, following the Closing, a seventy-five thousand dollar (i$75,000) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i), the Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap threshold (after which point the Buyer will have no obligation be obligated only to indemnify the Seller Indemnified Parties Sellers from and against further such LossesAdverse Consequences); provided, however, that this threshold shall not apply with respect to any Adverse Consequences suffered by any Seller arising out of (i) Buyer's breach of Sections 2.2, 2.3(b) or (c), 2.4, 2.5, 2.6 or 2.8(c)(1) hereof, (ii) Buyer's breach under any Employment Agreement between Buyer and any Seller and any agreement entered into in connection therewith, or (iii) Buyer's default in payment under the Buyer Notes.

Indemnification Provisions for Benefit of the Sellers. Subject to the terms, conditions and limitations provided herein, the Buyers shall, jointly and severally, Buyer will indemnify and hold harmless Sellers, and will pay to Sellers the Sellers (and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Seller Indemnified Party”) from and against amount of any and all Losses that any of such Seller Indemnified Parties shall incur, sustain or suffer and that relate to or ariseAdverse Consequences arising, directly or indirectly, out of from or in connection with with: (ai) any inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers Buyer in this Agreement or any other Transaction Documents; certificate or document delivered by Buyer pursuant to this Agreement; (bii) any breach of or default in the performance by the Buyers Buyer of any covenant, agreement covenant or obligation to be performed by of Buyer in this Agreement; (iii) any guarantee of any Seller of any Indebtedness of the Buyers pursuant to this Agreement Company for borrowed money as of the Closing; or (iv) any on-site investigation or on-site remediation of the Excepted Real Property required under any other Transaction Document; and (c) the Assumed LiabilitiesEnvironmental Law; provided, howeverthat, that except with respect to Buyer shall have no indemnification obligation under this Section 7(d)(iv) if any Losses incurred Seller breaches any representation or warranty made by Sellers in connection with Section 4(z) regarding Excepted Real Property. In no event shall Buyer have any indemnification obligation for any Adverse Consequences arising from any investigation on or remediation of, any real estate other than the breach Excepted Real Property (such as claims seeking investigation and remediation of adjoining properties) or for third party claims regarding any of the Fundamental Representations Excepted Real Property (including, without limitation, claims of adjoining landowners arising from environmental contamination emanating from the Excepted Real Property and Warranties claims seeking compensation for personal injury and death). The remedies provided in this Section 7 will be exclusive remedy that may be available to Sellers or other Indemnified Persons for indemnity claims. Buyer acknowledges and agrees that the disclosure and exceptions made by Buyer, including those contained in any exhibit, schedule or attachment to this Agreement, only limit Sellers' liability for indemnification under Section 7(d)(i) above. Sellers have the right to rely fully upon the representations, warranties, covenants and agreements of Buyer contained in this Agreement, subject only to the restrictions on the Buyer's indemnification obligations contained in this Section 7, notwithstanding any such disclosure or the Assumed Liabilities, fact that Sellers have consummated the Buyers shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant to the terms of transactions contemplated in this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations and Warranties or the Assumed Liabilities, in each case, following the Closing, (i) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i), the Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from and against further such Losses)Agreement.

Indemnification Provisions for Benefit of the Sellers. (a) Subject to the termsterms and conditions of this ARTICLE VII, conditions and limitations provided herein, the Buyers shall, jointly and severally, Buyer will indemnify and hold harmless the Sellers (Sellers, their respective Affiliates, and their respective directorssuccessors, managers, officers, employees, shareholdersassigns, representatives, permitted successors equityholders, directors, officers and assigns and Affiliates) employees (each, a the “Seller Indemnified PartyIndemnitees”) from and against any and all Losses that any Seller Indemnitee may incur (provided that an indemnification claim with respect to such Losses is made pursuant to this ARTICLE VII prior to the end of such Seller Indemnified Parties shall incurany applicable survival period) arising from, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with with, resulting from or caused by (ai) any breach or inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers Buyer in this Agreement Section 3.01 or any other Transaction Documents; (bii) any breach of any covenant or default agreement of Buyer in this Agreement. (b) With respect to the performance by the Buyers of any covenantmatters described in Section 7.03(a)(i), agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilities; provided, however, that except Buyer will have no liability with respect to any such matters until Seller Indemnitees have incurred aggregate Losses incurred by reason of all such breaches in connection with the breach of any excess of the Fundamental Representations and Warranties or the Assumed LiabilitiesDeductible, the Buyers shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant to the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers point Buyer will only be obligated to indemnify the Seller Indemnified Parties Indemnitees from and against all indemnifiable Losses in excess of the Deductible); provided, further, except with respect that the foregoing limitations shall not apply to any indemnifiable Losses incurred resulting from (i) breaches of or inaccuracies in connection with any breach of the Fundamental Representations and Warranties or (ii) Fraud of Buyer. (c) With respect to the Assumed Liabilitiesmatters described in Section 7.03(a)(i), in each casethe aggregate maximum liability of Buyer shall be an amount equal to the amount of the Cash Payment; provided, following that the Closing, foregoing limitation shall not apply to any indemnifiable Losses resulting from (i) breaches of or inaccuracies in the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and Fundamental Representations or (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i), the Fraud of Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from and against further such Losses).

Indemnification Provisions for Benefit of the Sellers. Subject to (a) In the termsevent (i) Buyer breaches any of its representations, conditions warranties, covenants or other agreements contained herein (each such breach, a “Buyer Breach”) or (ii) any California Claims arise, and limitations provided herein, the Buyers shall, jointly and severally, indemnify and hold harmless Buyer receives a written claim for indemnification from the Sellers (within the survival period set forth in Section 9.1 hereof, then Buyer agrees to indemnify the Sellers against any Adverse Consequences caused by the Buyer Breach that the Sellers and their respective directors, managers, officers, employeesagents, shareholders, representatives, permitted successors directors and assigns and Affiliates) representatives (each, a the “Seller Indemnified PartyPersons”) from and against any and all Losses that any shall suffer through the date of such Seller Indemnified Parties shall incur, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilitiesclaim for indemnification; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers Buyer shall not have any obligation to indemnify the Seller Indemnified Parties Persons from and against any Losses incurred pursuant to the terms of this Agreement Adverse Consequences caused by a Buyer Breach (i) until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms Persons together or individually have suffered aggregate Adverse Consequences by reason of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses all such breaches in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations Indemnification Basket (it being understood that such amount is a “true deductible”) and Warranties until after such amount is reached or the Assumed Liabilities, in each case, following the Closing, (iii) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms extent the Adverse Consequences the Seller Indemnified Persons together or individually have suffered by reason of this Agreement shall not all such Buyer Breaches exceed the Tier 1 Indemnification Cap (after which point the Buyers will Buyer shall have no obligation to indemnify the Seller Indemnified Parties Persons from and against any Losses subject to the Tier 1 Capsuch further Adverse Consequences resulting from any Buyer Breach); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i)provided, the Buyer’s aggregate Liability for Losses incurred pursuant to the terms further that all such obligations of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from Sellers shall be reduced by any insurance proceeds actually received by the Sellers in connection with such Adverse Consequences. If and against further to the extent that any such Losses)insurance proceeds are realized in a year following the year in which Buyer makes an indemnification payment to the Sellers, the Sellers’ Representatives shall pay such amounts to Buyer at such time. Notwithstanding anything herein to the contrary, neither the Indemnification Basket nor the Indemnification Cap shall apply to Adverse Consequences that arise as a result of California Claims. (b) Buyer shall make any payments in connection with Section 9.3(a) within 10 Business Days to an account designated by the Sellers’ Representatives by wire transfer of immediately available funds to a bank account designated in writing by the Sellers’ Representatives.

Indemnification Provisions for Benefit of the Sellers. Subject (i) In the event: (x) the Buyer breaches any of its representations, warranties or covenants contained herein (without giving effect to any supplement to the termsSchedules, conditions and limitations provided hereinany qualification as to materiality, the Buyers shallMaterial Adverse Effect, jointly and severallyKnowledge, indemnify and hold harmless the Sellers (and their respective directorsawareness or concepts of similar import, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Seller Indemnified Party”) from and against any and all Losses that any of such Seller Indemnified Parties shall incur, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers in this Agreement or any other Transaction Documentsqualification or limitation as to monetary amount or value); (by) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers there is an applicable survival period pursuant to this Agreement or any other Transaction DocumentSection 8(a); and (cz) the Assumed Liabilities; providedSellers make a written claim for indemnification against the Buyer pursuant to Section 11(g) within such survival period, however, that except with respect to any Losses incurred in connection with then the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers shall not have any obligation Buyer agrees to indemnify the Seller Indemnified Parties Indemnitees from and against the entirety of any Losses incurred Adverse Consequences arising after the Closing Date caused proximately by the breach and suffered by such Seller Indemnitees. (ii) Except for those liabilities for which the Sellers have agreed to indemnify the Buyer Indemnitees pursuant to Section 8(b), the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated Buyer agrees to indemnify the Seller Indemnified Parties Indemnitees from and against indemnifiable Losses in excess the entirety of any Adverse Consequences relating to the Deductible); providedownership and operation of Deepwater arising after the Closing Date. (iii) To the extent any Seller Indemnitee becomes liable to, further, except with respect and is ordered to and does pay to any Losses incurred third party, punitive, exemplary, special or consequential damages proximately caused by a breach by the Buyer of any representation, warranty or covenant contained in connection with this Agreement, then such punitive, exemplary, special or consequential damages shall be deemed actual damages to such Seller Indemnitee and included within the definition of Adverse Consequences for purposes of this Section 8. (iv) Except for the rights of indemnification provided in this Section 8, the Sellers hereby waive any claim or cause of action pursuant to common or statutory law or otherwise against the Buyer arising from any breach by the Buyer of the Fundamental Representations and Warranties any of its representations, warranties or covenants under this Agreement or the Assumed Liabilities, in each case, following the Closing, (i) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i), the Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from and against further such Losses)transactions contemplated hereby.

Indemnification Provisions for Benefit of the Sellers. Subject to (a) If the termsBuyer breaches any of its representations, conditions warranties, and limitations provided covenants contained herein, the Buyers shalland, jointly and severallyif there is an applicable survival period pursuant to Section 6.1 above, indemnify and hold harmless provided that any of the Sellers (and their respective directorsgives written notice of a claim for indemnification against the Buyer pursuant to Section 7.7 below the survival period, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Seller Indemnified Party”) then the Buyer agrees to indemnify each of the Sellers from and against the entirety of any Adverse Consequences the Seller may suffer through and all Losses that after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period which are directly related to such Seller Indemnified Parties shall incurclaim for indemnification) resulting from, sustain arising out of, relating to, in the nature of, or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach caused by the Buyers breach. Any written notice given by a Seller pursuant to this Section 6.3(a) shall specifically state (i) the breach of any representation representation, warranty or warranty made covenant claimed by the Buyers in this Agreement Seller and (ii) the amount of the loss, damage or any other Transaction Documents; Adverse Consequence incurred or expected to be incurred by the Seller. (b) any breach of or default in Notwithstanding the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilities; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilitiesforegoing, the Buyers Buyer shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant to the terms of under Section this Agreement Section 6.3 until the aggregate amount Sellers have suffered Adverse Consequences by reason of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses all such breaches in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations and Warranties or the Assumed Liabilities, in each case, following the Closing, (i) the Buyers’ a $150,000 aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i), the Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap threshold (after which point the Buyer will have no obligation be obligated only to indemnify the Seller Indemnified Parties Sellers from and against further such LossesAdverse Consequences); provided, however, that this threshold shall not apply with respect to any Adverse Consequences suffered by any Seller arising out of (i) Buyer's breach of Sections 2.2, 2.3(b) or (c), 2.4, 2.6(c), 5.4 or 5.5 hereof, or (ii) Buyer's default in payment under the Earnout Notes.

Indemnification Provisions for Benefit of the Sellers. Subject (i) In the event (x) the Buyer breaches any of its representations, warranties or covenants set forth in this Agreement, (y) the particular representation, warranty or covenant breached survives the Closing and (z) the Sellers make a written claim for indemnification against the Buyer pursuant to Section 8(g)(i) below within the termsapplicable survival period for such representation, conditions and limitations provided hereinwarranty or covenant, the Buyers shall, jointly and severally, Buyer shall indemnify and hold harmless the Sellers (and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Seller Indemnified Party”) from and against the entirety of any Adverse Consequences in excess of a $250,000 threshold (at which point the Buyer will be obligated to indemnify the Sellers from and against all Losses that any such aggregate indemnifiable losses in excess of such Seller Indemnified Parties shall incur$150,000 the Sellers actually suffer (or are reasonably likely to suffer through and after the date of the claim for indemnification and after the end of the applicable survival period in respect thereto) resulting from, sustain arising out of, relating to, in the nature of, or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach caused by the Buyers of any representation or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilitiesbreach; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers Buyer shall not have any obligation to indemnify the Seller Indemnified Parties Sellers from and against any Losses incurred pursuant to Adverse Consequences resulting from, arising out of, relating to, in the terms nature of, or caused by the breach of any representation, warranty or covenant of Buyer in this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations and Warranties or the Assumed Liabilities, in each case, following the Closing, (i) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap $2,500,000 (after which point the Buyers will Buyer shall have no obligation to indemnify the Seller Indemnified Parties Sellers from and against any Losses subject to the Tier 1 Capfurther such Adverse Consequences); and (ii) without prejudice provided, however, that with respect to any claim for indemnification by Sellers for the Buyer's breach of its covenants under Section 6(e), none of the limitations set forth in the immediately preceding subsection (i), the this Section 8(c)(i) shall apply and Buyer’s aggregate Liability for Losses incurred pursuant 's obligations to the terms of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to so indemnify the Seller Indemnified Parties Sellers from and against further any Adverse Consequences shall be unlimited. (ii) The Buyer shall indemnify the Sellers from and against the entirety of all Taxes created from and the conversion by RPI to the accrual basis of tax accounting from the cash basis of tax accounting. (iii) The Buyer shall indemnify the Sellers from and against the entirety of all Adverse Consequences, Taxes or other costs attributable to the earnings, income and gains of RPI which arise or result from any election under Section 338(h)(10) of the Code (including the prerequisite election under Section 338 of the Code) and any similar state law provisions in any applicable states which permit corporations to make such Losseselections with respect to the sale and purchase of the RPI Shares pursuant to this Agreement, or the inability of Buyer to make such elections. (iv) The Parties shall make appropriate adjustments for tax benefits in determining the liability of the Buyer under this Section 8(c).

Indemnification Provisions for Benefit of the Sellers. Subject to In the termsevent the Buyer breaches (or in the event any third party alleges facts that, conditions if true, would mean the Buyer has breached) any of its representations, warranties, and limitations provided covenants contained herein, the Buyers shalland, jointly and severallyif there is an applicable survival period pursuant to Section 7(a) above, indemnify and hold harmless provided that any of the Sellers (makes a written claim for indemnification against the Buyer pursuant to Section 10(h) below within such survival period, then the Buyer agrees to indemnify each of the Sellers and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors heirs and assigns and Affiliates) (each, a “"Seller Indemnified Party”) from Indemnitee")from and against all Adverse Consequences the Seller Indemnitees may suffer through and after the date of the claim for indemnification (including any and all Losses that Adverse Consequences the Seller Indemnitees may suffer after the end of any of such Seller Indemnified Parties shall incurapplicable survival period) resulting from, sustain arising out of, relating to, in the nature of, or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach caused by the Buyers of any representation breach (or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilitiesalleged breach); provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers Buyer shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant to the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations and Warranties or the Assumed Liabilities, in each case, following the Closing, (i) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties Indemnitees from and against any Losses subject to the Tier 1 Cap); and (ii) without prejudice to the limitations set forth Adverse Consequences resulting from, arising out of, relating to, in the immediately preceding subsection nature of, or caused by the breach (i)or alleged breach) of any representation or warranty of the Buyer until the Seller Indemnitees have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of $50,000, the Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap (after at which point the Buyer will be obligated to indemnify the Seller Indemnitees for Adverse Consequences in excess of such amount, subject to the next succeeding proviso; and provided further, however, that Buyer shall have no obligation to indemnify the Seller Indemnified Parties Indemnitees from and against further such Losses)Adverse Consequences in excess of an amount equal to the product of 53,000 and $14.163 for all Adverse Consequences suffered by the Seller Indemnitees.

Indemnification Provisions for Benefit of the Sellers. Subject i. In the event the Buyer breaches any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to the termsSection 8(f) above, conditions and limitations provided herein, the Buyers shall, jointly and severally, indemnify and hold harmless that the Sellers (and their respective directorsmake a written claim for indemnification against the Buyer within such survival period, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Seller Indemnified Party”) then the Buyer agrees to indemnify the Sellers from and against the entirety of any Adverse Consequences the Sellers may suffer through and all Losses that after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach. ii. The Buyer agrees to indemnify the Sellers from and against the entirety of any Adverse Consequences the Sellers and its members or shareholders may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Buyer's operation of the Acquired Assets after the Closing. iii. The Buyer agrees to indemnify the Sellers from and against the entirety of any Adverse Consequences the Sellers may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Buyer for Taxes accruing after the Closing Date related to the Acquired Assets. iv. The Buyer agrees to indemnify the Sellers from and against the entirety of any Adverse Consequences the Sellers may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of Buyer in relation to the termination of any of such Seller Indemnified Parties shall incur, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach the Sellers' former employees who are employed by the Buyers of any representation or warranty made by Buyer after the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in Closing Date, but only to the performance by extent that such Liability relates solely to events occurring after the Buyers of any covenantClosing Date, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilities; provided, however, that except with respect the Buyer shall remain liable to any Losses incurred in connection with satisfy the breach of any obligations arising under the termination provisions of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers employment agreements of such employees. v. The Buyer shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant Liability to the terms of Sellers for any Adverse Consequences set forth in this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant Section 8(i) to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses in excess extent that such Adverse Consequences are covered by insurance of the Deductible); providedSellers. vi. Notwithstanding anything contained herein to the contrary, further, except with respect the Buyer shall have no liability to any Losses incurred in connection with the Sellers as a result of any breach of any representation, warranty or covenant, to the Fundamental Representations and Warranties extent that the Sellers knew that such representation, warranty or covenant was incorrect prior to the Assumed LiabilitiesClosing Date, in each case, following except where such breach is the Closing, (i) result of fraud or willful misconduct. vii. The liability of the Buyers’ aggregate Liability for Losses incurred Buyer pursuant to the terms of this Agreement Section 8(i) shall not exceed the Tier 1 Cap (after which point current market value of the Buyers will have no obligation Buyer's Shares provided to indemnify the Seller Indemnified Parties from and against any Losses subject to at the Tier 1 Cap); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i), the Buyer’s aggregate Liability for Losses incurred Closing pursuant to Section 2 above, except where such liability is the terms result of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from and against further such Losses)fraud or willful misconduct.