Common use of Indemnification Provisions for Buyer’s Benefit Clause in Contracts

Indemnification Provisions for Buyer’s Benefit. (i) From and after the Closing, Sellers shall, jointly and severally, in accordance with and subject to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a), indemnify, defend and hold harmless Buyer, Target and its Subsidiaries, and their respective officers, directors, managers, employees, stockholders, members, partners, agents, representatives, successors and permitted assigns (the “Buyer Indemnified Parties”), from and against any and all Adverse Consequences which may be sustained, suffered or incurred by any Buyer Indemnified Party resulting or arising from, or related to: (A) any misstatement in a representation, or any breach of warranty, (1) made by any of the Sellers in this Agreement (other than those representations and warranties made in Section 3(a)), (2) made by any of the Sellers in any other Transaction Document or (3) made by the Target in any certificate delivered by it pursuant to Section 7(a)(iv); or (B) any breach of a covenant or agreement (1) made by any of the Sellers in this Agreement or in any other Transaction Document, or (2) made by Target in Section 5; (C) any amounts with respect to (1) Indebtedness not set forth on the Indebtedness Statement, (2) Target Expenses not set forth on the Expense Statement, (3) Change of Control Payments not set forth on the Change of Control Payment Statement, or (4) the Phantom Equity Payment to the extent not set forth on the Phantom Equity Payment Statement; (D) any Tax that is attributable to a Pre-Closing Period; or (E) any Negative Adjustment Amount. (ii) From and after the Closing, each Seller, severally and not jointly, in accordance with and subject to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a), shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Adverse Consequences which may be sustained, suffered or incurred by any Buyer Indemnified Party resulting or arising from, or related to any misstatement in a representation, or a breach of warranty, made by such Seller in Section 3(a) or in any certificate delivered by such Seller pursuant to Section 7(a)(iv).

Indemnification Provisions for Buyer’s Benefit. (ia) From and after the Closing, Sellers shall, jointly and severally, Subject in accordance with and subject all cases to the limitations set forth in this Section 8Agreement, from and provided after the Closing if Buyer makes a written claim for indemnification against Sellers pursuant to Section 10.04 or Target in accordance with Section 8(d) 10.06 below within the applicable survival period set forth under Section 10.01 above, then the Sellers shall jointly and severally indemnify (pro rata in Section 8(aaccordance with each Seller’s Allocable Portion of the Purchase Price), indemnify, defend and hold harmless Buyer, Target and its SubsidiariesAffiliates (including, without limitation, the Company) and their respective officers, directors, managers, employees, stockholdersofficers, members, partnersshareholders, agents, representatives, successors employees and permitted assigns managers (the “Buyer Indemnified Parties”), from and against any and all Adverse Consequences which may be sustained, suffered or incurred by Losses any Buyer Indemnified Party shall suffer, directly or indirectly, resulting or arising from, in connection with or related to: (Ai) any misstatement in a representation, or any the breach of warranty, any representation or warranty under Article VI (1other than the Fundamental Representations and Warranties) made by any of the Sellers Seller contained in this Agreement (other than those representations and warranties made in Section 3(a)), (2) made by any of the Sellers in any other Transaction Document or (3) made by the Target in any certificate delivered by it pursuant to Section 7(a)(iv); or (B) any breach of a covenant or agreement (1) made by any of the Sellers in this Agreement or in any other Transaction Document, or (2) made by Target in Section 5Agreement; (C) any amounts with respect to (1) Indebtedness not set forth on the Indebtedness Statement, (2) Target Expenses not set forth on the Expense Statement, (3) Change of Control Payments not set forth on the Change of Control Payment Statement, or (4) the Phantom Equity Payment to the extent not set forth on the Phantom Equity Payment Statement; (D) any Tax that is attributable to a Pre-Closing Period; or (E) any Negative Adjustment Amount. (ii) From the breach of Section 6.01 (Organization, Qualification, and after Corporate Power), Section 6.02 (Capitalization), and Section 6.04 (Brokers’ Fees) above; and/or (iii) the Closingbreach or non-performance of any covenant or agreement of any Seller contained in this Agreement, each Sellerother than the restrictive covenant contained in Section 8.04, severally and not jointlySection 8.05, Section 8.06 or Section 8.08. (b) Subject in accordance with and subject all cases to the limitations set forth in this Section 8Agreement, from and provided after the Closing if Buyer makes a written claim for indemnification against Sellers pursuant to Section 10.04 or Target in accordance with Section 8(d) 10.06 below within the applicable survival period set forth in under Section 8(a)10.01 above, then each applicable Seller shall severally and not jointly indemnify, defend and hold harmless Buyer Indemnified Parties, from and against any Losses any Buyer Indemnified Party shall suffer, directly or indirectly, resulting from, in connection with or related to the breach of (i) any representation or warranty under Article IV by such Seller or (ii) the restrictive covenant contained in Section 8.04, Section 8.05, Section 8.06 or Section 8.08 by such Seller. (c) Sellers shall not have any obligation to indemnify the Buyer Indemnified Parties from and against Losses described in Section 10.02(a)(i) and Section 10.02(a)(ii) above until the Buyer Indemnified Parties collectively have suffered Losses by reason of all such breaches in excess of a $2,000,000 aggregate deductible (the “Deductible”), in which event only the amounts sought by the Buyer Indemnified Parties in excess of the Deductible shall be subject to indemnification. (d) Sellers shall not have any obligation to indemnify the Buyer Indemnified Parties from and against Losses described in Section 10.02(a)(i) in excess of $7 million (the “Cap”) (after which point the Sellers will have no obligation to indemnify the Buyer Indemnified Parties from and against further such Losses); and in no event shall Losses under Section 10.02(a)(i) above be taken from any source of funds other than Deferred Proceeds that have not yet been paid. (e) Notwithstanding anything to the contrary herein, no Seller shall have any obligation to indemnify the Buyer Indemnified Parties from and against any Losses described in Section 10.02(a) and all Adverse Consequences Section 10.02(b) in excess of such Seller’s Allocable Portion of the Purchase Price (after which may be sustained, suffered or incurred by point such Seller will have no obligation to indemnify the Buyer Indemnified Parties from and against further such Losses). No Seller shall have to indemnify any Buyer Indemnified Party resulting or arising from, or related with respect to any misstatement Losses described in a representationSection 10.02(b), or to the extent such Losses have resulted from a breach by another Seller. (f) Solely for purposes of warrantycalculating the amount of Losses incurred arising out of or relating to any breach of a representation or warranty (and not for purposes of determining whether or not a breach has occurred), made by any references to “Material Adverse Effect” or other materiality qualifications (or correlative terms) contained in such Seller representations and warranties shall be disregarded. (g) No Buyer indemnified Party shall be entitled to seek indemnification for any Loss more than once notwithstanding the fact that such Loss may be described in more than one subparagraph of Section 3(a) or in any certificate delivered by such Seller pursuant to Section 7(a)(iv10.02(a).

Indemnification Provisions for Buyer’s Benefit. (ia) From and after the Closing, Sellers shall, jointly and severally, in accordance with and subject Subject to the limitations set forth in other provisions of this Section 8ARTICLE XI, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a), indemnify, defend and hold harmless Buyer, Target and its Subsidiaries, and their respective officers, directors, managers, employees, stockholders, members, partners, agents, representatives, successors and permitted assigns (the “Buyer Indemnified Parties”), from and against any and all Adverse Consequences which may be sustained, suffered or incurred by any Buyer Indemnified Party resulting or arising from, or related to: (A) any misstatement in a representation, or any breach of warranty, (1) made by any of the Sellers in this Agreement (other than those representations and warranties made in Section 3(a)), (2) made by any of the Sellers in any other Transaction Document or (3) made by the Target in any certificate delivered by it pursuant to Section 7(a)(iv); or (B) any breach of a covenant or agreement (1) made by any of the Sellers in this Agreement or in any other Transaction Document, or (2) made by Target in Section 5; (C) any amounts with respect to (1) Indebtedness not set forth on the Indebtedness Statement, (2) Target Expenses not set forth on the Expense Statement, (3) Change of Control Payments not set forth on the Change of Control Payment Statement, or (4) the Phantom Equity Payment to the extent not set forth on the Phantom Equity Payment Statement; (D) any Tax that is attributable to a Pre-Closing Period; or (E) any Negative Adjustment Amount. (ii) From and after the Closing, each Sellerof the Sellers, severally and not jointly, will defend, indemnify, and hold Buyer and its Affiliates and any officers, directors, employees or agents thereof (“Buyer Indemnified Persons”) harmless from and pay any and all Damages, directly or indirectly, to the extent resulting from, caused by, in connection with, relating to, arising out of, or attributable to any breach of any representation or warranty such Seller has made in Section 5.1 or in any certificate with respect to any such representation or warranty that the Sellers’ Representative has delivered pursuant to this Agreement. (b) Subject to the other provisions of this ARTICLE XI, after the Closing, each of the Sellers, jointly and severally, will defend, indemnify, and hold the Buyer Indemnified Persons harmless from and pay any and all Damages, directly or indirectly, to the extent resulting from, caused by, in connection with, relating to, arising out of, or attributable to any one of the following: (i) any breach of any representation or warranty the Company has made in ARTICLE IV or in any certificate with respect to any such representation or warranty that the Sellers’ Representative has delivered pursuant to this Agreement; (ii) any breach by any Seller or the Company of any covenant or obligation of any Seller or the Company in this Agreement; or (iii) any and all (1) Taxes imposed on the Company or any Company Subsidiary for any Pre-Closing Tax Period (as determined in accordance with Sections 7.7(c) and subject 7.7(d)), and (2) Taxes imposed on the Company for any Tax period (or portion of a Straddle Period) beginning after the Closing Date that relates to and is in conflict with the determination to deduct and withhold Taxes at Closing on the entire amount of the Option Payments in the manner prescribed by Section 2.2(b) (i.e., by reference to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(dentire amount of the Option Payments (including the portion of the Option Payments that constitutes part of the Escrow Amounts deposited into the Escrow Funds at Closing)). (c) within the applicable survival period Other than (i) as set forth in Section 8(a12.7 (Remedies; Specific Performance), (ii) any breach of the Company Fundamental Representations or Seller Fundamental Representations (collectively, the “Fundamental Representations”), (iii) any breach by the Company of the representations and warranties contained in Sections 4.18 (Taxes) or 4.19 (Employee Benefit Plans), (iv) Taxes imposed on the Company or any Company Subsidiary for any Pre-Closing Tax Period (as determined in accordance with Sections 7.7(c) and 7.7(d)), or (v) Fraud by the Sellers or the Company in the negotiation or execution of this Agreement (collectively, the “Exclusivity Exceptions”), recourse to the Indemnity Escrow Fund in accordance with the provisions hereof and the Escrow Agreement shall indemnify, defend and hold harmless be the Buyer Indemnified Parties from Persons’ sole and against any and all Adverse Consequences which may be sustainedexclusive remedy available for Damages under Section 11.2(b). (d) For the avoidance of doubt, suffered or incurred by any no Buyer Indemnified Party resulting Person will be entitled to be indemnified pursuant to this Section 11.2 for any amount of Damages to the extent such amount is reflected in the Closing Debt, Closing Cash, Unpaid Company Transaction Costs or arising fromNet Working Capital used to determine the Purchase Price. (e) For purposes of determining Damages subject to indemnification pursuant to this ARTICLE XI, or related to any misstatement in a representation, or but not whether a breach of warrantya representation or warranty has occurred that would be subject to this ARTICLE XI, the representations and warranties of the Company contained in this Agreement shall be deemed to have been made by such Seller in Section 3(a) without any qualifications as to materiality or in any certificate delivered by such Seller pursuant to Section 7(a)(iv)Material Adverse Effect.

Indemnification Provisions for Buyer’s Benefit. (i) From and after Subject to the Closingprovisions of this Section 8, Sellers shall, jointly and severally, in accordance with and subject to including the limitations set forth in this Section 88(b)(i), and provided that Buyer makes a written claim for indemnification against Sellers or Target in accordance with pursuant to Section 8(d) within the applicable survival period set forth in Section 8(a), indemnify, defend and hold harmless Buyer, Target and its Subsidiaries, and their respective officers, directors, managers, employees, stockholders, members, partners, agents, representatives, successors and permitted assigns (the “Buyer Indemnified Parties”)period, from and against any and all Adverse Consequences which may be sustained, suffered or incurred by any Buyer Indemnified Party resulting or arising from, or related to: (A) any misstatement in a representation, or any breach of warranty, (1) made by any of the Sellers in this Agreement (other than those representations and warranties made in Section 3(a)), (2) made by any of the Sellers in any other Transaction Document or (3) made by the Target in any certificate delivered by it pursuant to Section 7(a)(iv); or (B) any breach of a covenant or agreement (1) made by any of the Sellers in this Agreement or in any other Transaction Document, or (2) made by Target in Section 5; (C) any amounts with respect to (1) Indebtedness not set forth on the Indebtedness Statement, (2) Target Expenses not set forth on the Expense Statement, (3) Change of Control Payments not set forth on the Change of Control Payment Statement, or (4) the Phantom Equity Payment to the extent not set forth on the Phantom Equity Payment Statement; (D) any Tax that is attributable to a Pre-Closing Period; or (E) any Negative Adjustment Amount. (ii) From and after the Closing, Closing each SellerSeller and each Optionholder, severally and not jointly, will indemnify Buyer from and against such Seller’s or Optionholder’s Allocable Portion of any Adverse Consequences Buyer shall suffer resulting from (A) the breach of any representation or warranty made by the Company in Section 4 of this Agreement; (B) any breach by the Company of its agreement to pay the Option Cancellation Payments to the Optionholders at Closing in accordance with Section 2(g)(ii)(x) and the Sale Bonuses to the Sale Bonus Recipients at Closing in accordance with Section 2(h); (C) any breach by the Sellers’ Representative, in its capacity as Sellers’ Representative, under this Agreement or the Escrow Agreement, including any breach under Section 2(d); (D) any claims by any Seller to the extent relating to or arising out of any error in any payment made to the Sellers by the Sellers’ Representative, any Liabilities to the extent in connection with, as a result of, or arising out of any payment made by Buyer, the Company or any of their Subsidiaries or Affiliates in accordance with the terms of this Agreement or as directed in writing by the Sellers’ Representative, or any claims by any Seller to the extent relating to or arising out of any misallocation of the Purchase Price among the Sellers by the Sellers’ Representative; and (E) the matters set forth on Schedule 8(b)(i)(E); provided, however, that no Seller or Optionholder shall have any obligation to indemnify Buyer from and against any Adverse Consequences pursuant to Section 8(b)(i)(A): (1) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $550,000 aggregate deductible (after which point Sellers and Optionholders will be obligated to indemnify Buyer from and against such Adverse Consequences in excess of $250,000) or thereafter (2) to the extent Buyer has received indemnity payments hereunder in the amount of $5,750,000 in the aggregate (after which point Sellers and Optionholders will have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, however, that Sellers and Optionholders shall not be liable to Buyer for any claim if the Adverse Consequences relating to such claim are less than $25,000 (each a “Minor Claim”); and provided, further, that Minor Claims shall not be included in the computation of the aggregate deductible under clause (1) (and shall not be included in the computation of the amount described in the parenthetical within clause (1)). Notwithstanding anything to the contrary set forth herein, claims for indemnification made pursuant to this Section 8(b)(i) with respect to Adverse Consequences resulting from (x) any breaches of Section 4(a) (Organization, Qualification and Corporate Power), Section 4(b) (Capitalization), Section 4(e) (Brokers’ Fees) or Section 4(k) (Tax Matters), or (y) the fraud of any Seller, Optionholder or the Company, shall not be subject to the foregoing limitations set forth in clauses (1), (2), and the proviso relating to Minor Claims, in each case within this Section 8(b)(i); provided, however, that notwithstanding anything herein to the contrary, except in the case of fraud or intentional misrepresentation, no Seller’s or Optionholder’s aggregate liability for Adverse Consequences under any provision of this Agreement shall exceed such Seller’s or Optionholder’s Allocable Portion of the Purchase Price. (ii) Subject to the provisions of this Section 8, including the limitations set forth in this Section 88(b)(ii), and provided that Buyer makes a written claim for indemnification against Sellers or Target in accordance with pursuant to Section 8(d) within the applicable survival period set forth in Section 8(a)period, shall indemnifyfrom and after the Closing each Seller and each Optionholder, defend individually, and hold harmless the not severally or jointly, will indemnify Buyer Indemnified Parties from and against any and all will pay to Buyer the amount of Adverse Consequences which may be sustained, suffered or incurred by Buyer shall suffer resulting from: (A) any Buyer Indemnified Party resulting or arising from, or related to any misstatement in a representation, or a breach of warranty, any representation or warranty made by such Seller in Section 3(a) or by such Optionholder in its Option Cancellation Agreement, or (B) any certificate delivered failure by such Seller pursuant or Optionholder to Section 7(a)(iv)perform or comply with such Seller’s or Optionholder’s covenants or agreements contained in this Agreement or in such Optionholder's Option Cancellation Agreement; provided, however, that notwithstanding anything herein to the contrary, except in the case of fraud or intentional misrepresentation, no Seller’s or Optionholder’s aggregate liability for Adverse Consequences under any provision of this Agreement shall exceed such Seller’s or Optionholder’s Allocable Portion of the Purchase Price.

Indemnification Provisions for Buyer’s Benefit. (i) From and after the Closing, Sellers shall, jointly and severally, in accordance with and subject Subject to the limitations set forth in terms and conditions of this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a8(b), indemnify, defend Seller shall indemnify Buyer and hold harmless Buyer, Target and each of its Subsidiaries, and their respective officers, directors, managers, employees, stockholders, members, partners, agents, representativesand each Person, successors if any, who controls Buyer within the meaning of the Securities Act (each a "Buyer Indemnified Party" and permitted assigns (collectively, the “"Buyer Indemnified Parties”)") in respect of, from and against hold them harmless against, any and all Adverse Consequences which may be sustaineddebts, obligations and other Liabilities, monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation reasonable amounts paid to enforce the provisions of this Section 8 and amounts paid in settlement, interest, court costs, costs of investigators, reasonable fees and out-of-pocket expenses of attorneys, accountants, financial advisors and other experts, and other reasonable expenses of litigation) (collectively, "Damages") incurred or suffered or incurred by any Buyer Indemnified Party of the foregoing parties resulting or arising from, relating to or related toconstituting: (i) any fraud, misrepresentation or breach of warranty of Seller contained in this Agreement (including any fraud, misrepresentation or breach of warranty deemed to have been made by the delivery of any certificate or instrument delivered pursuant to this Agreement), or any Proceeding asserted or instituted arising out of any matter constituting fraud or a breach of such representations or warranties (including any fraud or breach of any representations or warranties deemed to have been made by the delivery of any certificate or instrument delivered pursuant to this Agreement); (ii) any breach by Seller of any of its covenants under this Agreement; (iii) any Proceeding asserted or instituted against Buyer, or any of its properties or assets, by any third party for damages suffered by such third party by reason of or resulting from (A) any misstatement in a representationExcluded Liability, or any breach of warranty, (1) made by any of the Sellers in this Agreement (other than those representations and warranties made in Section 3(a)), (2) made by any of the Sellers in any other Transaction Document or (3) made by the Target in any certificate delivered by it pursuant to Section 7(a)(iv); or (B) any breach of a covenant the ownership or agreement (1) made by any operation of the Sellers in this Agreement Business prior to the Closing or in any other Transaction Documentthe Excluded Assets, or (2) made by Target in Section 5; (C) any amounts with respect actions taken or omitted to (1) Indebtedness not set forth on the Indebtedness Statement, (2) Target Expenses not set forth on the Expense Statement, (3) Change of Control Payments not set forth on the Change of Control Payment Statement, or (4) the Phantom Equity Payment be taken by Seller prior to the extent not set forth on the Phantom Equity Payment StatementClosing (other than Assumed Liabilities); (Div) any Tax that is attributable to a Pre-Closing Period; or (E) any Negative Adjustment AmountExcluded Liability or Excluded Asset. (ii) From and after the Closing, each Seller, severally and not jointly, in accordance with and subject to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a), shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Adverse Consequences which may be sustained, suffered or incurred by any Buyer Indemnified Party resulting or arising from, or related to any misstatement in a representation, or a breach of warranty, made by such Seller in Section 3(a) or in any certificate delivered by such Seller pursuant to Section 7(a)(iv).

Indemnification Provisions for Buyer’s Benefit. (i) From and after the Closing, Sellers shall, jointly agree to and shall severally, in accordance with and subject to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a)but not jointly, indemnify, defend and hold harmless Buyer, Target and its SubsidiariesAffiliates, their respective Representatives, and each of their respective officers, directors, managers, employees, stockholders, members, partners, agents, representatives, successors and permitted assigns (the “Buyer Indemnified PartiesIndemnitees”), from and ) against any and all Adverse Consequences which may be sustained, suffered or Losses incurred by any Buyer Indemnified Party resulting or them to the extent arising fromout of, relating to, or related to: resulting from: (A) any misstatement in a representation, or any the breach of warranty, (1) or inaccuracy in any representation or warranty made by any of the Sellers in this Agreement (other than those representations and warranties made such Seller contained in Section 3(a)), (2) made by any of the Sellers in any other Transaction Document or (3) made by the Target in any certificate delivered by it pursuant to Section 7(a)(iv); or and (B) any nonfulfillment or breach of a covenant any covenant, agreement or agreement (1) made by any obligation of the Sellers such Seller contained in this Agreement or any agreement or instrument executed in any other Transaction Document, connection herewith or (2) made by Target in Section 5; (C) any amounts with respect to (1) Indebtedness not set forth on the Indebtedness Statement, (2) Target Expenses not set forth on the Expense Statement, (3) Change of Control Payments not set forth on the Change of Control Payment Statement, or (4) the Phantom Equity Payment to the extent not set forth on the Phantom Equity Payment Statement; (D) any Tax that is attributable to a Pre-Closing Period; or (E) any Negative Adjustment Amountpursuant hereto. (ii) From and after the Closing, each SellerPrincipals and Sellers agree to and shall, severally jointly and not jointlyseverally, in accordance with and subject to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a), shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and Indemnitees against any and all Adverse Consequences which may be sustained, suffered or Losses incurred by any Buyer Indemnified Party resulting or them to the extent arising fromout of, relating to, or related resulting from: (A) the breach of or inaccuracy in any representation or warranty made by Target or Principals contained in Section 4, (B) any nonfulfillment or breach of any covenant, agreement or obligation of Target, Sellers’ Representative, any Principal or any Seller contained in this Agreement or any agreement or instrument executed in connection herewith or pursuant hereto, (C) Transaction Expenses or costs, including without limitation, fees and expenses relating to any misstatement investment banker, broker, lawyer or accountant, incurred by or on behalf of Target in a representationconnection with this Agreement and the Transaction, (D) any Indebtedness of Target, (E) any Taxes of Target or its Subsidiaries with respect to any Pre-Closing Tax Period or any Pre-Closing Straddle Period, (F) all Taxes associated with the sale of the Membership Interests, including any Taxes of Target resulting from the Section 338(h)(10) Election (except with respect to any Section 338(h)(10) state election), or a breach of warranty, made by such Seller in Section 3(a(G) or in any certificate delivered by such Seller pursuant to Section 7(a)(ivthe matters disclosed on Schedule 7(b)(ii)(G).

Indemnification Provisions for Buyer’s Benefit. (i) From and after the Closing, the Sellers shall, jointly agree to and shall severally, in accordance with and subject to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a)but not jointly, indemnify, defend and hold harmless Buyer, Target Buyer and its Subsidiaries, Affiliates and its and their respective officers, employees, directors, managers, employees, stockholders, members, partners, agents, representatives, successors agents and permitted assigns representatives (the “Buyer Indemnified PartiesIndemnitees”), from and ) against any and all Adverse Consequences which may be sustained, suffered or Losses incurred by any Buyer Indemnified Party resulting or arising from, or related to: them as a result of: (A) any misstatement in a representation, or any the breach of warranty, (1) or inaccuracy in any representation or warranty made by any of the Sellers in this Agreement (other than those representations and warranties made such Seller contained in Section 3(a)), (2) made by any of the Sellers in any other Transaction Document or (3) made by the Target in any certificate delivered by it pursuant to Section 7(a)(iv); or and (B) any nonfulfillment or breach of a covenant any covenant, agreement or agreement (1) made by any obligation of the Sellers such Seller contained in this Agreement or any agreement or instrument executed in any other Transaction Document, connection herewith or (2) made by Target in Section 5; (C) any amounts with respect to (1) Indebtedness not set forth on the Indebtedness Statement, (2) Target Expenses not set forth on the Expense Statement, (3) Change of Control Payments not set forth on the Change of Control Payment Statement, or (4) the Phantom Equity Payment to the extent not set forth on the Phantom Equity Payment Statement; (D) any Tax that is attributable to a Pre-Closing Period; or (E) any Negative Adjustment Amountpursuant hereto. (ii) From and after the Closing, each Seller, Principal and Principal Shareholder agrees to and shall jointly and severally and not jointly, in accordance with and subject to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a), shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and Indemnitees against any and all Adverse Consequences which may be sustained, suffered or Losses incurred by them as a result of: (A) the breach of or inaccuracy in any Buyer Indemnified Party resulting representation or arising fromwarranty made by Target or any Principal contained in Section 4, (B) any nonfulfillment or related breach of any covenant, agreement or obligation of Target or any Principal or Principal Shareholder contained in this Agreement or any agreement or instrument executed in connection herewith or pursuant hereto, (C) Transaction Expenses or costs, including without limitation, fees and expenses relating to any misstatement investment banker, broker, lawyer or accountant, incurred by or on behalf of Target or any Seller in a representationconnection with this Agreement and the transactions contemplated hereby, (D) any Indebtedness of Target, (E) any Loss relating to Section 5(b) or a breach of warrantySection 5(b), made (F) Taxes incurred by such Seller Target with respect to a Pre-Closing Tax Period or a Pre-Closing Straddle Period, (G) any costs and expenses (including reasonable attorney’s fees and other costs of officers, directors and employees incurred in accordance with Section 3(a5(e)) incurred by Target or any Buyer Indemnitee relating in any certificate delivered manner to the Xxxxxxx Sale, any claims or legal and/or other proceedings relating to the Xxxxxxx Sale, the business sold to Xxxxxxx Networks Incorporated in the Xxxxxxx Sale or agreements executed in conjunction with the Xxxxxxx Sale, any leased employees of the business sold to Xxxxxxx Networks Incorporated in the Xxxxxxx Sale, any sales, use or property Taxes arising on or after January 1, 2006 through December 31, 2009 incurred in connection with the business sold to Xxxxxxx Networks Incorporated and owed by such Seller pursuant Target, or any amounts paid by Target to Section 7(a)(ivXxxxxxx Networks Incorporated (or one of its indemnities), and (H) any item listed on Exhibit H to this Agreement.

Indemnification Provisions for Buyer’s Benefit. (i) From Subject to the other applicable provisions of this Section 7, from and after the Closing, Sellers shallthe Sellers, jointly severally and severallynot jointly, in accordance with and subject to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a), indemnify, will defend and hold harmless Buyer, Target its Affiliates and its Subsidiaries, and their respective officersrepresentatives (collectively, directors, managers, employees, stockholders, members, partners, agents, representatives, successors and permitted assigns (the “Buyer Indemnified PartiesPersons”), ) from and against against, and will pay or cause to be paid to the Buyer Indemnified Persons any and all Adverse Consequences which may be sustained, suffered Losses incurred or incurred sustained by any such Buyer Indemnified Party Persons arising out of, resulting or arising from, relating to or related toin connection with: (A) any misstatement breach of any representation or warranty of such Seller set forth in a representationSection 3 or, or based on such Seller’s Pro Rata Percentage, of the Company set forth in Section 5 (other than any breach of warranty, (1) made by any of the Sellers in this Agreement (other than those representations and warranties made representation or warranty contained in Section 3(a5(j) (Tax Matters) which are addressed in Section 7(b)(i)(E) below)), (2) made by any of the Sellers in any other Transaction Document or (3) made by the Target in any certificate delivered by it pursuant to Section 7(a)(iv); or; (B) any breach failure of a covenant or agreement (1) made by any such Seller or, based on such Seller’s Pro Rata Percentage, of the Sellers Company to perform or comply with any covenant, agreement or obligation of the Company or such Seller in this Agreement or in any other Transaction Document, or (2) made by Target in Section 5Agreement; (C) such Seller’s Pro Rata Percentage of any amounts with respect to (1) Indebtedness not set forth on the Indebtedness Statement, (2) Target Expenses not set forth on the Expense Statement, (3) Change of Control Payments not set forth on the Change of Control Payment Statement, or (4) the Phantom Equity Payment to the extent not set forth on the Phantom Equity Payment StatementDiligence Liabilities; (D) such Seller’s Pro Rata Percentage of any Tax ICO Liabilities above $9,000,000 that is attributable were not included in the adjustment to a Pre-Closing Periodthe Agreed Valuation (as defined in the Call Option Agreement) pursuant to the terms of the Call Option Agreement; orand (E) such Seller’s Pro Rata Percentage of any Negative Adjustment AmountIndemnified Taxes. (ii) From and after the Closing, each Seller, severally and not jointly, in accordance with and subject to the limitations set forth in this Section 8, and provided Buyer makes a written claim for indemnification against Sellers or Target in accordance with Section 8(d) within the applicable survival period set forth in Section 8(a), shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Adverse Consequences which may be sustained, suffered or incurred by any Buyer Indemnified Party resulting or arising from, or related to any misstatement in a representation, or a breach of warranty, made by such Seller in Section 3(a) or in any certificate delivered by such Seller pursuant to Section 7(a)(iv).