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

Indemnification Provisions for Buyer’s Benefit. (i) In the event any Seller breaches (or in the event any third party alleges facts that, if true, would mean any Seller has breached) any of his, her, or its representations, warranties, and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 11(h) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then each Seller shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that Sellers shall not have any obligation to indemnify Buyer 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 representation or warranty of Sellers contained in Sections 4(g)-(i) inclusive, Sections 4(l)-(y) inclusive and Sections 4(aa)-(dd) inclusive above until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $30,000 aggregate threshold, at which point Sellers will be obligated to indemnify Buyer from and against only such Adverse Consequences above such $30,000 aggregate threshold.

Indemnification Provisions for Buyer’s Benefit. (i) In The Selling Entities shall, jointly and severally, indemnify, defend, and hold harmless Buyer and its Affiliates and their respective officers, directors and employees, and each of the event any Seller breaches (or in the event any third party alleges facts thatheirs, if trueexecutors, would mean any Seller has breached) successors, and assigns of any of histhe foregoing (collectively, herthe "Buyer Indemnified Parties") from, or its representations, warrantiesagainst, and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 11(h) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then each Seller shall be obligated jointly and severally to indemnify Buyer from and against the entirety respect of any and all Adverse Consequences Buyer may suffer (including any Adverse Consequences a Buyer Indemnified Party 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 any breach or inaccuracy of any representation or warranty in this Agreement (including the breach Disclosure Schedule) by any Selling Entity, provided that Buyer makes a written claim for indemnification against the Seller at the address listed in Section 12(g) below within the survival period (or the alleged breachif there is an applicable survival period pursuant to Section 9(a) above); provided, however, that Sellers (A) the Selling Entities shall not have any obligation to indemnify Buyer 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 representation or warranty of Sellers any Selling Entity contained in Sections 4(g)-(iSection 3(c)(i)(A), (B), (C), and (c)(ii), (d), (g), (h)(i)(v) inclusiveand (vi), Sections 4(l)-(y(j)-(o) inclusive and Sections 4(aa)-(dd(q) inclusive through (dd) above until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $30,000 aggregate threshold, at 350,000 (after which point Sellers the Selling Entities will be obligated to indemnify Buyer for all Adverse Consequences including the first $350,000 of such Adverse Consequences) and (B) there will be a $7,000,000 aggregate ceiling on the obligation of the Selling Entities to indemnify Buyer from and against only such Adverse Consequences above such $30,000 aggregate thresholdresulting from, arising out of, relating to, in the nature of, or caused by breaches of the representations and warranties of any Selling Entity contained in Section 3(c)(i)(A), (B), (C), and (c)(ii), (d), (g), (h)(i)(v) and (vi), (j)-(o) and (q) through (dd) above. In addition, the Selling Entities shall, jointly and severally, indemnify, defend and hold harmless the Buyer Indemnified Parties from, against and in respect of any and all Adverse Consequences resulting from, arising out of, relating to, in the nature of or caused by any breach of any covenant, agreement, or undertaking made by any Selling Entity in this Agreement, other than with respect to the Ancillary Agreements.

Indemnification Provisions for Buyer’s Benefit. (i) In the event of any Seller breaches (inaccuracy in, breach of or failure to perform any representation, warranty or covenant of Sellers contained in this Agreement or in the event any third party alleges facts thatcertificate furnished by Sellers pursuant to this Agreement (determined, if truefor purposes of this Section 8(b)(i), would mean without regard to any Seller has breached) limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any of his, her, such representation or its representations, warrantieswarranty), and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 11(h) below Sellers within the survival period (if there is an applicable survival period pursuant to Section 8(a) above)period, then each Seller the Sellers shall be obligated jointly and severally to indemnify indemnify, defend and hold harmless Buyer, each of its Affiliates (including the Targets) and their respective officers, directors, employees, agents, advisors, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences the Buyer Indemnitees may suffer (including any Adverse Consequences the Buyer Indemnitees may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the such inaccuracy, breach (or the alleged breach)failure; provided, however, that Sellers shall not have any obligation to indemnify indemnify, defend or hold harmless the Buyer Indemnitees from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the any inaccuracy in or breach (or alleged breach) of any representation or warranty of Sellers contained (other than any representation or warranty in Sections 4(g)-(i3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(g)(v) inclusiveand 4(m), and any representation or warranty in Sections 4(l)-(y4(c), 4(q) inclusive and Sections 4(aa)-(dd4(w) inclusive above to the extent relating to any Reinsurance Agreements that are not listed in Section 4(c)(i), 4(q), 4(w)(i)(A), 4(w)(i)(B), 4(w)(i)(C), 4(w)(ii) or 4(w)(iii) of the Sellers Disclosure Schedule, in each case, as to which this proviso shall not apply) until the Buyer has Indemnitees have suffered Adverse Consequences by reason of all such inaccuracies and breaches (or alleged breaches) in excess of a $30,000 an aggregate threshold, at deductible amount equal to one and one-half percent (1.5%) of the Purchase Price (after which point Sellers will be obligated only to indemnify the Buyer Indemnitees from and against only such Adverse Consequences above in excess of such amount) provided, that, for the purposes of determining whether the deductible amount has been met or exceeded, claims for Adverse Consequences arising from a single event or a group or series of related events that are, individually or in the aggregate, less than $30,000 50,000 shall be excluded; and provided, further, that there will be an aggregate thresholdceiling in an amount equal to $40,000,000 on the obligation of Sellers to indemnify, defend and hold harmless the Buyer Indemnitees from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Sellers (other than any representation or warranty in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(f), 4(g)(v) and 4(m), as to which such aggregate ceiling shall not apply). For the avoidance of doubt, Buyer’s failure to make a written claim for indemnification with respect to any such inaccuracy, breach or failure within the applicable survival period shall result in Sellers having no liability under this Section 8(b)(i) for any such inaccuracy, breach or failure.

Indemnification Provisions for Buyer’s Benefit. (i) In the event any Seller breaches (or in the event any third party alleges facts that, if true, would mean any Seller has breached) any of his, her, or its representations, warranties, and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) this Agreement, and, provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 11(hSections 8(d) and 10(g) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then each Seller shall be obligated jointly and severally agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that Sellers (A) Seller shall not have any obligation to indemnify Buyer 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 representation or warranty of Sellers Seller contained in Section 3(c) or Sections 4(g)-(i3(f)-(u) inclusive, Sections 4(l)-(y) inclusive above unless and Sections 4(aa)-(dd) inclusive above until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $30,000 300,000 aggregate threshold, at deductible (after which point Sellers Seller will be obligated only to indemnify Buyer from and against only further such Adverse Consequences) and (B) (other than with respect to Seller’s representations and warranties contained in Sections 3(a), (b), (d), (e), (n) and (p) as to which the aggregate ceiling will be an amount equal to the Purchase Price), there will be a $6,000,000 aggregate ceiling on the obligation of Seller to indemnify Buyer from and against Adverse Consequences above such $30,000 aggregate thresholdresulting from, arising out of, relating to, in the nature of, or caused by breaches of the representations and warranties of Seller.

Indemnification Provisions for Buyer’s Benefit. (i) In the event any Seller breaches (or in the event any third party alleges facts that, if true, would mean any Seller has breached) any of his, her, or its representations, warranties, representations and warranties and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) herein, and, provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 11(h) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then each Seller shall be obligated jointly and severally to indemnify Buyer from and against the entirety his, her, or its Allocable Portion of any Adverse Consequences Buyer may shall suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused directly and proximately by the breach (or the alleged breach); provided, however, that Sellers shall not have any obligation to indemnify Buyer 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 representation representation, warranty or warranty covenant of Sellers contained in Sections 4(g)-(i) inclusive, Sections 4(l)-(y) inclusive and Sections 4(aa)-(dd) inclusive Section 4 above until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $30,000 500,000 aggregate threshold, threshold (at which point Sellers will be obligated to indemnify Buyer from and against only all such Adverse Consequences above such relating back to the first dollar). The Sellers' aggregate liability for claims in respect of Adverse Consequences resulting from or arising out of breaches of representations and warranties, other than breaches relating to the representations and warranties contained in Sections Section 3(a)(v) (Target Shares), Section 3(a)(vi) (Good Title Conveyed), Section 3(a)(iv), Section 4(d) (Brokers' Fees), Section 4(b) (Capitalization), Section 4(i) (Legal Compliance), Section 4(j) (Tax Matters), 4(w)(iv) (Qualified Plans), and the last sentence of 4(w)(viii) as it relates to the retiree health care plan, shall not exceed $30,000 15,000,000, and the Sellers' aggregate thresholdliability for claims in respect of Adverse Consequences resulting from or arising out of breaches of representations and warranties, other than breaches relating to the representations and warranties contained in Sections Section 3(a)(v) (Target Shares), Section 3(a)(vi) (Good Title Conveyed), Section 3(a)(iv), Section 4(d) (Brokers' Fees), and Section 4(b) (Capitalization), shall not exceed $25,000,000. The Sellers' aggregate liability for claims in respect of Adverse Consequences resulting from or arising out of breaches of covenants set forth in Section 6 (Post-Closing Covenants) shall have no limitation on recovery.

Indemnification Provisions for Buyer’s Benefit. (i) In the event any Seller breaches (or in the event any third party alleges facts that, if true, would mean any Seller has breached) any of his, her, or its representations, warranties, and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) and, provided that a Buyer Indemnitee (as defined below) makes a written claim for indemnification against any Seller pursuant to Section §11(h) below within the survival period (if there is an applicable survival period pursuant to Section §8(a) above), then each Seller shall be obligated jointly and severally to indemnify such Buyer Indemnitee from and against the entirety of any Adverse Consequences the Buyer Indemnitee may suffer (including any Adverse Consequences Buyer Indemnitee may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that Sellers Seller shall not have any obligation to indemnify Buyer Indemnitees 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 representation or warranty of Sellers contained listed in Sections 4(g)-(i§4(g)-(j), §4(l)-(q), §4(s)-(z), and §4(aa)-(gg) inclusive, Sections 4(l)-(y(other than any tax related obligations arising under §4(x) inclusive and Sections 4(aa)-(ddor guaranties related to Indebtedness under §4(y)) inclusive above until Buyer Indemnitee has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $30,000 250,000 in the aggregate threshold, at (after which point Sellers Seller will be obligated to indemnify Buyer Indemnitee from and against only all such Adverse Consequences, including the first $250,000 of Adverse Consequences), and provided further that, with respect to breaches by Seller of the representations and warranties listed in §4(g)-(j), §4(l)-(q), §4(s)-(z), and §4(aa)-(gg) (other than any tax related obligations arising under §4(x) or guaranties related to Indebtedness under §4(y)), the maximum amount of Adverse Consequences above of Buyer Indemnitees for which Seller may be liable under this §8(b)(i) shall not exceed an aggregate ceiling of $5,000,000 (after which point Seller will have no obligation to indemnify buyer from and against further such $30,000 aggregate thresholdAdverse Consequences). The term Buyer Indemnitee shall include the Buyer and any of its Subsidiaries, parents, Affiliates, officers, directors or employees.

Indemnification Provisions for Buyer’s Benefit. (i) In the event of any Seller breaches (inaccuracy in, breach of or failure to perform any representation, warranty or covenant of Sellers contained in this Agreement or in the event any third party alleges facts thatcertificate furnished by Sellers pursuant to this Agreement (determined, if truefor purposes of this Section 8(b)(i), would mean without regard to any Seller has breached) limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any of his, her, such representation or its representations, warrantieswarranty), and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 11(h) below Sellers within the survival period (if there is an applicable survival period pursuant to Section 8(a) above)period, then each Seller the Sellers shall be obligated jointly and severally to indemnify indemnify, defend and hold harmless Buyer, each of its Affiliates (including the Targets) and their respective officers, directors, employees, agents, advisors, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences the Buyer Indemnitees may suffer (including any Adverse Consequences the Buyer Indemnitees may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the such inaccuracy, breach (or the alleged breach)failure; provided, however, that Sellers shall not have any obligation to indemnify indemnify, defend or hold harmless the Buyer Indemnitees from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the any inaccuracy in or breach (or alleged breach) of any representation or warranty of Sellers contained (other than any representation or warranty in Sections 4(g)-(i3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(g)(iii) inclusiveand 4(m), and any representation or warranty in Sections 4(l)-(y4(c), 4(q) inclusive and Sections 4(aa)-(dd4(w) inclusive above to the extent relating to any Reinsurance Agreements that are not listed in Section 4(c)(i), 4(q), 4(w)(i)(A), 4(w)(i)(B), 4(w)(i)(C), 4(w)(ii) or 4(w)(iii) of the Sellers Disclosure Schedule, in each case, as to which this proviso shall not apply) until the Buyer has Indemnitees have suffered Adverse Consequences by reason of all such inaccuracies and breaches (or alleged breaches) in excess of a an aggregate deductible amount equal to $30,000 aggregate threshold, at 225,000 (after which point Sellers will be obligated only to indemnify the Buyer Indemnitees from and against only such Adverse Consequences above in excess of such amount) provided, that, for the purposes of determining whether the deductible amount has been met or exceeded, claims for Adverse Consequences arising from a single event or a group or series of related events that are, individually or in the aggregate, less than $30,000 50,000 shall be excluded; and provided, further, that there will be an aggregate thresholdceiling in an amount equal to $7,000,000 on the obligation of Sellers to indemnify, defend and hold harmless the Buyer Indemnitees from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Sellers (other than any representation or warranty in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(f), 4(g)(iii) and 4(m), as to which such aggregate ceiling shall not apply). For the avoidance of doubt, Buyer’s failure to make a written claim for indemnification with respect to any such inaccuracy, breach or failure within the applicable survival period shall result in Sellers having no liability under this Section 8(b)(i) for any such inaccuracy, breach or failure. The parties expressly intend this Section 8(a) to modify any otherwise applicable statute of limitations under Delaware Law.

Indemnification Provisions for Buyer’s Benefit. (i) In the event of any Seller breaches (inaccuracy in, breach of or failure to perform any representation, warranty or covenant of Sellers contained in this Agreement or in the event any third party alleges facts thatcertificate furnished by Sellers pursuant to this Agreement (determined, if truefor purposes of this Section 8(b)(i), would mean without regard to any Seller has breached) limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any of his, her, such representation or its representations, warrantieswarranty), and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 11(h) below Sellers within the survival period (if there is an applicable survival period pursuant to Section 8(a) above)period, then each Seller the Sellers shall be obligated jointly and severally to indemnify indemnify, defend and hold harmless Buyer, each of its Affiliates (including the Targets) and their respective officers, directors, employees, agents, advisors, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences the Buyer Indemnitees may suffer (including any Adverse Consequences the Buyer Indemnitees may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the such inaccuracy, breach (or the alleged breach)failure; provided, however, that Sellers shall not have any obligation to indemnify indemnify, defend or hold harmless the Buyer Indemnitees from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the any inaccuracy in or breach (or alleged breach) of any representation or warranty of Sellers contained (other than any representation or warranty in Sections 4(g)-(i3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(g)(iii) inclusiveand 4(m), and any representation or warranty in Sections 4(l)-(y4(c), 4(q) inclusive and Sections 4(aa)-(dd4(w) inclusive above to the extent relating to any Reinsurance Agreements that are not listed in Section 4(c)(i), 4(q), 4(w)(i)(A), 4(w)(i)(B), 4(w)(i)(C), 4(w)(ii) or 4(w)(iii) of the Sellers Disclosure Schedule, in each case, as to which this proviso shall not apply) until the Buyer has Indemnitees have suffered Adverse Consequences by reason of all such inaccuracies and breaches (or alleged breaches) in excess of a an aggregate deductible amount equal to $30,000 aggregate threshold, at 225,000 (after which point Sellers will be obligated only to indemnify the Buyer Indemnitees from and against only such Adverse Consequences above in excess of such amount) provided, that, for the purposes of determining whether the deductible amount has been met or exceeded, claims for Adverse Consequences arising from a single event or a group or series of related events that are, individually or in the aggregate, less than $30,000 50,000 shall be excluded; and provided, further, that there will be an aggregate threshold.ceiling in an amount equal to $7,000,000 on the obligation of Sellers to indemnify, defend and hold harmless the Buyer Indemnitees from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Sellers (other than any representation or warranty in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(f), 4(g)(iii) and 4(m), as to which such aggregate ceiling shall not apply). For the avoidance of doubt, Buyer’s failure to make a written claim for indemnification with respect to any such inaccuracy, breach or failure within the applicable survival period shall result in Sellers having no liability under this Section 8(b)(i) for any such inaccuracy, breach or failure. The parties expressly intend this Section 8(a) to modify any otherwise applicable statute of limitations under Delaware Law. 77

Indemnification Provisions for Buyer’s Benefit. (i) In the event any a Seller breaches (or in the event any third party alleges facts that, if true, would mean any a Seller has breached) any of his, her, or its representations, warranties, and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) ), and, provided that Buyer makes a written claim for indemnification against any Seller Sellers pursuant to Section 11(h12(g) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then each Seller Sellers, jointly and severably, shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that Sellers shall not have any obligation to indemnify Buyer 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 representation or warranty of Sellers contained in Sections 4(g)-(iSection 4(g)-(j), and Section 4(l)-(cc) inclusive, Sections 4(l)-(y) inclusive and Sections 4(aa)-(dd) inclusive above until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $30,000 100,000 aggregate threshold, threshold (at which point Sellers will be obligated to indemnify Buyer from and against only all such Adverse Consequences above such relating back to the first dollar); provided, however, further, that Sellers’ obligation to indemnify Buyer 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 representation and warranty of Sellers contained in Section 4(g)-(j), and Section 4(l)-(cc) shall in no event exceed the amount of One Million Dollars ($30,000 aggregate threshold1,000,000). Provided, further that the amount of Sellers’ indemnification obligation for a breach of its representations and warranties contained in Section 4(k) is governed by Section 9 below.

Indemnification Provisions for Buyer’s Benefit. (ia) In the event any Seller breaches Sellers breach (or in the event any third party alleges facts that, if true, would mean any Seller has Sellers have breached) any of his, her, or its their representations, warranties, and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) herein, determined without regard to any limitation or qualification by Knowledge or materiality or reference to Material Adverse Effect or Material Adverse Change, or commit an act of fraud, and, provided that Buyer Xxxxx makes a written claim for indemnification against any Seller Sellers pursuant to Section 11(h) 9.8 below within the survival period (if there is an applicable survival period pursuant to Section 8(a) 6.1 above), then each Seller shall be obligated jointly and severally to indemnify Buyer Buyer, and its officers, directors, shareholders, employees, representatives, agents, attorneys, Affiliates, successors and assigns (the “Indemnified Buyers”) from and against the entirety of any Adverse Consequences Buyer Indemnified Buyers may suffer (including any Adverse Consequences Buyer Indemnified Buyers may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the breach alleged breachby a third party); provided, however, that that, except in the case of fraud, Sellers shall not have any obligation to indemnify Buyer Indemnified Buyers from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or breach alleged breachby a third party) of any representation or warranty of Sellers contained in Sections 4(g)-(i) inclusive, Sections 4(l)-(y) inclusive and Sections 4(aa)-(dd) inclusive above the Limited Survival Representations until Buyer has Indemnified Buyers have suffered Adverse Consequences by reason of all such breaches (or breach alleged breachesby a third party) in excess of a $30,000 350,000 aggregate threshold, threshold (at which point Sellers will be obligated to indemnify Indemnified Buyers from and against all such Adverse Consequences in excess of $175,000, (except for Section 4.3, breaches for which it shall be the obligations of Sellers from dollar one); provided, further that the maximum amount Indemnified Buyers may recover from Sellers under this Section 6.2 concerning a Limited Survival Representation shall be $2,500,000 (the “Indemnity Cap”). For the avoidance of doubt, no such limitation shall apply to any breach of a covenant, representation or warranty of Sellers or any Seller that is not a Limited Survival Representation, nor shall such limit apply to the case of fraud (each, an “Uncapped Claim”). Sellers shall not have any obligation to indemnify Indemnified Buyers to the extent the item giving rise to the Adverse Consequences has been accounted for in the calculation of Closing Working Capital. All such calculations of damages shall take into account any insurance proceeds received by the Buyer in connection with the matter out of which such damages shall arise. The Buyer agrees to use commercially reasonable efforts to obtain such insurance proceeds, but in no event shall Buyer be obligated to obtain any insurance policy to insure against any such Loss. If an indemnification payment is received by the Buyer, and the Buyer later receives insurance proceeds in respect of the related damages, the Buyer shall promptly pay to the Sellers such amount. No Seller shall have any obligation to indemnify any Indemnified Buyer from and against only consequential damages, special damages or punitive damages of Buyer; provided that no such Adverse Consequences above limitation shall apply in the event such $30,000 aggregate thresholddamages are ordered by an arbitrator or court to be paid by Xxxxx in respect of an indemnification matter.

Indemnification Provisions for Buyer’s Benefit. (i) In the event any Seller Target or HUB breaches (or in the event any third party alleges facts that, if true, would mean any Seller has breached) any of his, her, or its their representations, warranties, and covenants contained herein (other than the covenants in Section 2(a) above this Agreement, and the representations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against any Seller Target or HUB pursuant to Section 11(h§10(g) below within the survival period (if there is an applicable survival period pursuant to Section §8(a) above), then each Seller Target and HUB shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that Sellers (A) neither Target nor HUB shall not have any obligation to indemnify Buyer 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 representation or warranty of Sellers Target and HUB contained in Sections 4(g)-(i§3(g)-(j) inclusive, Sections 4(l)-(yand §3(l)-(y) inclusive and Sections 4(aa)-(dd) inclusive above until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $30,000 250,000 aggregate threshold, at deductible (after which point Sellers Target and HUB will be jointly and severally obligated to indemnify Buyer from and against only further such Adverse Consequences) and (B) there will be an aggregate ceiling in the amount of the Purchase Price (as finally determined pursuant to §2(i)) on the obligation of Target and HUB to indemnify Buyer from and against Adverse Consequences above such $30,000 aggregate thresholdresulting from, arising out of, relating to, in the nature of, or caused by breaches of the representations and warranties of Target and HUB contained in §3(g)-(j) and §3(l)-(y) above.

Indemnification Provisions for Buyer’s Benefit. (i) In the event any Seller breaches (or in the event any third party alleges facts that, if true, would mean any Seller has breached) Sellers breach any of his, her, or its their representations, warranties, and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) this Agreement, and, provided that the Buyer makes a written claim for indemnification against any Seller the Sellers pursuant to Section 11(h§10(g) below within the survival period (if there is an applicable survival period pursuant to Section §8(a) above), then each Seller shall be obligated the Sellers (jointly and severally severally) agree to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer (including any Adverse Consequences the Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that (A) the Sellers shall not have any obligation to indemnify the Buyer 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 representation or warranty of the Sellers contained in Sections 4(g)-(i§3(g)–(gg) inclusive, Sections 4(l)-(y) inclusive and Sections 4(aa)-(dd) inclusive above until the Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a Four Thousand One Hundred Seventy-five and No/100 Dollars ($30,000 4,175.00) aggregate threshold, at deductible (after which point the Sellers will be obligated only to indemnify the Buyer from and against only further such Adverse Consequences), and (B) the Sellers shall have no obligation to indemnify the Buyer from and against any Adverse Consequences above consisting of or relating to Taxes with respect to any taxable period or portion thereof beginning after the Closing Date as a result of any breach of the representations and warranties set forth in §3(k) other than the representations and warranties set forth in paragraphs (iv)(B), (vi), (vii), or](viii) of such $30,000 aggregate threshold.§3(k); and