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

Indemnification Provisions for Benefit of the Sellers. Notwithstanding any investigation at any time made by or on behalf of the Sellers or any knowledge or information the Sellers may have or be deemed to have, in the event the Purchaser breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser has breached) any of its representations, warranties or covenants contained in this Agreement, any certificate delivered by the Purchaser pursuant to this Agreement or any Ancillary Agreement and provided that the Sellers make a written claim for indemnification against the Purchaser, then the Purchaser will indemnify the Sellers from and against the entirety of any Losses the Sellers or any of its Affiliates (excluding the Pioneer Companies), or any of their respective stockholders, directors, officers, employees or agents (collectively, the "Seller Indemnified Parties"), may suffer or incur resulting from, arising out of, relating to, in the nature of or caused by such breach. Notwithstanding anything contained in this Agreement to the contrary, (i) the Purchaser shall have no liability to the Seller Indemnified Parties hereunder until the Losses against which indemnification is sought aggregate in excess of Ten Thousand Dollars ($10,000), and then the Purchaser shall have no liability for such first Ten Thousand ($10,000) in Losses; and (ii) the entire, aggregate liability of the Purchaser to all Seller Indemnified Parties hereunder shall in no event exceed Five Hundred Thousand Dollars ($500,000).

Indemnification Provisions for Benefit of the Sellers. Notwithstanding any investigation at any time made by or on behalf of the Sellers or any knowledge or information the Sellers may have or be deemed to have, in In the event the Purchaser Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser Buyer has breached) any of its representations, warranties or warranties, and covenants contained in this Agreementherein, any certificate delivered by the Purchaser and, if there is an applicable survival period pursuant to this Agreement or any Ancillary Agreement and Section 8(a) above, provided that any of the Sellers make makes a written claim for indemnification against the PurchaserBuyer pursuant to Section 11(h) below within such survival period, then the Purchaser will Buyer agrees to indemnify each of the Sellers from and against the entirety of any Losses Adverse Consequences the Sellers or any of its Affiliates (excluding the Pioneer Companies), or any of their respective stockholders, directors, officers, employees or agents (collectively, the "Seller Indemnified Parties"), may suffer or incur through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused by such the breach (or the alleged breach. Notwithstanding anything ); provided, however, that the Buyer shall not have any obligation to indemnify the Sellers from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any of its representations, warranties, and covenants contained in this Agreement herein, and, if there is an applicable survival period pursuant to the contrary, (iSection 8(a) the Purchaser shall have no liability to above until the Seller Indemnified Parties hereunder until the Losses against which indemnification is sought aggregate has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of Ten Thousand Dollars a $295,940 aggregate threshold ($10,000), at which point the Buyer will be obligated to indemnify the Sellers from and then against all such Adverse Consequences relating back to the Purchaser shall have no liability for such first Ten Thousand ($10,000) in Losses; and (ii) the entire, aggregate liability of the Purchaser to all Seller Indemnified Parties hereunder shall in no event exceed Five Hundred Thousand Dollars ($500,000dollar).

Indemnification Provisions for Benefit of the Sellers. Notwithstanding any investigation at any time made by or on behalf of the Sellers or any knowledge or information the Sellers may have or be deemed Subject to haveSection 5(f) and Section 10(b) hereof, in the event the Purchaser Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser Buyer has breached) any of its representations, warranties or warranties, and covenants contained in this Agreementherein, any certificate delivered by the Purchaser and, if there is an applicable survival period pursuant to this Agreement or any Ancillary Agreement and Section 8(a) above, provided that the Sellers make a written claim for indemnification against the PurchaserBuyer pursuant to Section 11(g) below within such survival period, then the Purchaser will Buyer agrees to indemnify the Sellers from and against the entirety of any Losses Adverse Consequences the Sellers or any of its Affiliates (excluding the Pioneer Companies), or any of their respective stockholders, directors, officers, employees or agents (collectively, the "Seller Indemnified Parties"), may suffer or incur through and after the date of the claim for indemnification (including any Adverse Consequences the Sellers may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused by such the breach (or the alleged breach). Notwithstanding anything contained in this Agreement to the contrary, (ithe Buyer shall not be required to pay to Sellers in the aggregate pursuant to this Section 8(c) the Purchaser shall have no liability to the Seller Indemnified Parties hereunder until the Losses against which indemnification is sought aggregate or otherwise under this Agreement any amount in excess of Ten Thousand Dollars ($10,000the Final Purchase Price plus reasonable attorneys' fees incurred by the Sellers in connection with the enforcement of the obligations of the Buyer pursuant to Sections 2(c), 2(d), 6(a), 6(b) and then the Purchaser shall have no liability for such first Ten Thousand ($10,0008(c) in Losses; and (ii) the entire, aggregate liability of the Purchaser to all Seller Indemnified Parties hereunder shall in no event exceed Five Hundred Thousand Dollars ($500,000).this Agreement;

Indemnification Provisions for Benefit of the Sellers. Notwithstanding any investigation at any time made by or on behalf of the Sellers or any knowledge or information the Sellers may have or be deemed to have, in In the event the Purchaser breaches Kendxx xxxaches any of its representations, warranties, and covenants contained herein (or in the event any third party alleges facts that, if true, would mean the Purchaser has Kendxx xxx breached), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that any of its representations, warranties or covenants contained in this Agreement, any certificate delivered by the Purchaser pursuant to this Agreement or any Ancillary Agreement and provided that the Sellers make makes a written claim for indemnification against the PurchaserKendxx xxxsuant to Section 11(h) below within such survival period, then the Purchaser will Kendxx xxxees to indemnify each of the Sellers from and against the entirety of any Losses Adverse Consequences the Sellers or any of its Affiliates (excluding the Pioneer Companies), or any of their respective stockholders, directors, officers, employees or agents (collectively, the "Seller Indemnified Parties"), may suffer or incur through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused by such the breach (or the alleged breach. Notwithstanding anything contained in ), provided that the Sellers may not claim under this Agreement to the contrary, (iSection 8(c) the Purchaser shall have no liability to the Seller Indemnified Parties hereunder unless and until the Losses against which indemnification is sought aggregate in excess cumulative amount of Ten Thousand all such claims exceeds twenty-five thousand Australian Dollars ($10,000), and AUD25,000) but then the Purchaser shall have no liability for Sellers may make all available claims under this Section 8(c). Kendxx xxxll also indemnify any Seller from and against the entirety of any Adverse Consequences such first Ten Thousand ($10,000) in Losses; and (ii) the entire, aggregate Seller may suffer as a result of any obligations or liability of TARGET (other than this Agreement) guaranteed by such Seller, provided that the Purchaser to Sellers may not claim under this Section 8(c) unless and until the cumulative amount of all Seller Indemnified Parties hereunder shall in no event exceed Five Hundred Thousand such claims exceeds twenty-five thousand Australian Dollars ($500,000AUD25,000) but then the Sellers may make all available claims under this Section 8(c).. 43 -43-

Indemnification Provisions for Benefit of the Sellers. Notwithstanding any investigation at any time made by or on behalf of the Sellers or any knowledge or information the Sellers may have or be deemed to have, in the event the Purchaser breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser has breached) any of its representations, warranties or covenants contained in this Agreement, any certificate delivered by the Purchaser pursuant to this Agreement or any Ancillary Agreement and provided that the Sellers make a written claim for indemnification against the Purchaser, then the Purchaser will indemnify the Sellers from and against the entirety of any Losses the Sellers or any of its Affiliates (excluding the Pioneer CompaniesThe Company), or any of their respective stockholders, directors, officers, employees or agents (collectively, the "Seller Indemnified Parties"), may suffer or incur resulting from, arising out of, relating to, in the nature of or caused by such breach. Notwithstanding anything contained in this Agreement to the contrary, (i) the Purchaser shall have no liability to the Seller Indemnified Parties hereunder until the Losses against which indemnification is sought aggregate in excess of Ten Thousand Dollars ($10,000), and then the Purchaser shall have no liability for such first Ten Thousand ($10,000) in Losses; and (ii) the entire, aggregate liability of the Purchaser to all Seller Indemnified Parties hereunder shall in no event exceed Five Hundred Thousand Dollars ($500,000)700,000.

Indemnification Provisions for Benefit of the Sellers. Notwithstanding any investigation at any time made by or on behalf of In the Sellers or any knowledge or information the Sellers may have or be deemed to have, in the ----------------------------------------------------- event the Purchaser Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser has breached) any of its representations, warranties or warranties, and covenants contained in this Agreementherein, any certificate delivered by the Purchaser and, if there is an applicable survival period pursuant to this Agreement or any Ancillary Agreement and (S)7.01 above, provided that the Sellers make a written claim for indemnification within two months of becoming aware of such claim (containing, to the extent reasonably practicable at the time of notification, a detailed description of the facts on the basis of which the claim is based and a good faith estimate of the claim (provided, however, that no delay in providing such information shall relieve the Buyer from any obligation hereunder unless (and then solely to the extent) the Buyer thereby is prejudiced)) against the PurchaserBuyer pursuant to (S)8.03 below within such survival period, then the Purchaser will Buyer shall indemnify the Sellers from and against the entirety of any Losses Adverse Consequences the Sellers or any of its Affiliates (excluding the Pioneer Companies), or any of their respective stockholders, directors, officers, employees or agents (collectively, the "Seller Indemnified Parties"), may suffer or incur through and after the date of the claim for indemnification (including any Adverse Consequences the Sellers may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused by such the breach. Notwithstanding anything contained in this Agreement to the contrary; provided, however, that -------- ------- (i) the Purchaser Sellers' aggregate right to indemnification with respect to breaches of any representations of Buyer, other than the Buyer's Surviving Representations, shall have no liability be limited to the Seller Indemnified Parties hereunder until amount of U.S. $2,500,000 in the Losses against which indemnification is sought aggregate in excess of Ten Thousand Dollars ($10,000)aggregate, and then the Purchaser shall have no liability for such first Ten Thousand ($10,000) in Losses; and (ii) the entireBuyer shall not have any obligation to indemnify the Sellers from and against any Adverse Consequences resulting from, aggregate liability arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty (other than Buyer's Surviving Representations) of the Purchaser Buyer until the Sellers have suffered Adverse Consequences (in the aggregate) by reason of all such breaches (or alleged breaches) in excess of a U.S. $150,000 aggregate threshold (at which point the Buyer will be obligated to indemnify the Sellers from and against all Seller Indemnified Parties hereunder such excess Adverse Consequences), and (iii) the Sellers shall not be obligated to indemnify the Buyer or the Company against the breach of any particular representation or warranty unless the Adverse Consequences of such breach (when aggregated with the Adverse Consequences of all related breaches) exceeds U.S. $10,000 (it being agreed that Buyer will then be obligated to indemnify against all Adverse Consequences, not just the excess over U.S. $10,000 and, solely for purposes of determining the amount of Adverse Consequences (and not for purposes of determining whether such a breach occurred) without giving effect to the inclusion in no event exceed Five Hundred Thousand Dollars ($500,000any such representation or warranty of a materiality qualification).

Indemnification Provisions for Benefit of the Sellers. Notwithstanding any investigation at any time made by or on behalf of the Sellers or any knowledge or information the Sellers may have or be deemed to have, in In the event the Purchaser Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser has breached) any of its representationsrepresentations and warranties in Section 3(b) or its covenants in Section 6 (other than Sections 6(d), warranties or covenants contained in this Agreement6(e), any certificate delivered by the Purchaser 6(f) and 6(i)) and, if there is an applicable survival period pursuant to this Agreement or any Ancillary Agreement and Section 9(a) above, provided that the Sellers make any Seller makes a written claim for indemnification against the PurchaserBuyer within such survival period, then the Purchaser will Buyer agrees to indemnify the Sellers that Seller from and against the entirety of any Losses Adverse Consequences the Sellers or any of its Affiliates (excluding the Pioneer Companies), or any of their respective stockholders, directors, officers, employees or agents (collectively, the "Seller Indemnified Parties"), may suffer or incur through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of of, or caused by such breach. Notwithstanding anything contained the breach provided, however, that Buyer shall not have any obligation to indemnify any Seller from and against any Adverse Consequences resulting from, arising out of, relating to, in this Agreement to the contrarynature of, (i) or caused by the Purchaser shall have no liability to breach of any representation or warranty of the Buyer above until the Seller Indemnified Parties hereunder until the Losses against which indemnification is sought aggregate has suffered Adverse Consequences by reason of all such breaches in excess of Ten Thousand Dollars (a $10,000)100,000.00 at which point the Buyer will be obligated to indemnify the Seller from and against all such Adverse Consequences from the first dollar thereof. Notwithstanding the foregoing, and then the Purchaser shall have no liability for such first Ten Thousand ($10,000) in Losses; and (ii) the entire, aggregate cumulative liability of the Purchaser Buyer under this Section 9 shall be $1,147,000. This Section 9 shall not apply to any Claims under Sections 2(c), 6(d), 6(e), 6(f) and 6(i), as to which Sellers shall have all Seller Indemnified Parties rights and remedies at equity or at law, subject to the limitations contained in Section 6(d) with respect to the Additional Consideration due hereunder. In addition, notwithstanding the foregoing, Sellers shall only be entitled to pursue a Claim for any misrepresentation or breach of the warranty contained in Section 3(b)(x) to the extent that such misrepresentation or breach of warranty causes a diminution in the value of the Buyer's Shares as of the Closing hereunder and any such Claim shall in no event exceed Five Hundred Thousand Dollars ($500,000)be subject to the other limitations set forth herein.

Indemnification Provisions for Benefit of the Sellers. Notwithstanding any investigation at any time made by or on behalf of the Sellers or any knowledge or information the Sellers may have or be deemed to have, in In the event the Purchaser Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser has breached) any of its representations, warranties or covenants contained in this Agreementherein, any certificate delivered by the Purchaser pursuant to this Agreement or any Ancillary Agreement and provided that either of the Sellers make or Parent makes a written claim for indemnification against the PurchaserBuyer within the survival period specified above, then the Purchaser will Buyer agrees to indemnify each of the Sellers and Parent from and against the entirety of any Losses Adverse Consequences either Seller or Parent shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences a Seller or Parent shall suffer after the end of any applicable survival period) caused proximately by the breach; provided, however, that the Buyer shall not have any obligation to indemnify the Sellers or Parent from and against any of its Affiliates (excluding the Pioneer Companies), or any of their respective stockholders, directors, officers, employees or agents (collectively, the "Seller Indemnified Parties"), may suffer or incur resulting from, arising out of, relating to, in the nature of or Adverse Consequences caused by such breach. Notwithstanding anything the breach of any representation or warranty or covenant of the Buyer contained in this Agreement to the contrary, Section 4 above: (iA) the Purchaser shall have no liability to the Seller Indemnified Parties hereunder until the Losses against which indemnification is sought aggregate Sellers or Parent have suffered Adverse Consequences by reason of all such breaches in excess of Ten Thousand Dollars a $100,000 aggregate deductible (after which point the Buyer will be obligated only to indemnify the Sellers and/or Parent from and against further such Adverse Consequences up to the ceiling next specified) or thereafter (B) to the extent the Adverse Consequences the Sellers and/or Parent have suffered by reason of all such breaches exceeds a $10,000), and then 3,000,000 aggregate ceiling (after which point the Purchaser shall Buyer will have no liability for obligation to indemnify the Sellers or Parent from and against further such first Ten Thousand ($10,000) in Losses; and (ii) the entire, aggregate liability of the Purchaser to all Seller Indemnified Parties hereunder shall in no event exceed Five Hundred Thousand Dollars ($500,000Adverse Consequences).