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

Indemnification Provisions for Purchaser’s Benefit. Subject to the limitations on indemnification set forth in this Section 8, the Responsible Party agrees to indemnify Purchaser and its officers, directors, employees, agents, partners, stockholders and Affiliates and, following the Closing, Seller, the Company and its Subsidiaries (collectively, the “Purchaser Indemnified Parties”) for, and hold each Purchaser Indemnified Party harmless from and against: (x) any Adverse Consequences (without any rights of contribution or indemnification from Seller, the Company or any Subsidiary whether arising under any charter documents, contracts between the Company and/or Subsidiaries and the Responsible Party or otherwise), in each case, arising out of or suffered or incurred in connection with any of the following, whether or not involving a third party claim: (i) any misrepresentation or any breach of any warranty made by Seller, the Company or the Responsible Party herein or in any of the other Primary Company Documents; (ii) any breach or non-fulfillment of any covenant or agreement made by Seller, the Company or the Responsible Party herein or in any of the other Primary Company Documents, including, without limitation, any breach by the Responsible Party under the Non-Compete Agreement; (iii) any claim relating to or arising out of a violation of applicable federal or state securities laws by Seller in connection with the sale or issuance of the Series A Preferred Units by Seller to Purchaser; (iv) except for (1) the Liabilities set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and (2) the Liabilities that have arisen after the Most Recent Fiscal Month End in the Ordinary Course of Business (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement, or violation of law): (A) any Liability of the Company or any of its Subsidiaries under any Environmental, Health, and Safety Requirements arising prior to the Closing; (B) any Liability arising out of the ownership or operation of any of the assets or businesses of the Company or any of its Subsidiaries prior to the Closing; (C) any Liability of the Company or any of its Subsidiaries arising prior to the Closing under ERISA or under any Employee Benefit Plan, Employee Pension Benefit Plan or Employee Welfare Benefit Plan; or (D) any successor liability attributable to the acts, omissions, business or operations of the Company, any of its Subsidiaries or any of their respective managers, officers, employees, agents or independent contractors prior to the Closing; or (v) any lawsuit, claim, proceeding or investigation pending or threatened against Seller, the Company or any of its Subsidiaries prior to the Closing. To the extent that the foregoing undertaking by the Responsible Party may be unenforceable for any reason, the Responsible Party shall make the maximum contribution to the payment and satisfaction of each of Purchaser’s Adverse Consequences which is permissible under applicable law, subject to the limitations on indemnification set forth in this Section 8. The Responsible Party agrees that with respect to the payment of the Purchaser Indemnified Parties’ Adverse Consequences to the Purchaser Indemnified Parties, Purchaser shall, in addition to other remedies, be entitled to offset as payment for such Adverse Consequences any portion or all of any payment due pursuant to the LLC Agreement.

Indemnification Provisions for Purchaser’s Benefit. Subject (a) In the event the Company breaches (or in the event any third party alleges facts that, if true, would mean the Company has breached) any of its representations, warranties, pre-closing covenants or covenants contained in Section 2(a) or Section 3.2(a) contained herein and, provided that Purchaser makes a written claim for indemnification against NEC Corporation within the survival period, then, effective at and after the Closing and subject to the limitations on indemnification and exclusions set forth out in this Section 87, NEC Corporation undertakes to pay to the Responsible Party agrees Company the amount which would be necessary to put the Company into the financial position which would have existed had there been no breach and to indemnify Purchaser and its officers, directors, employees, agents, partners, stockholders and Affiliates and, following the Closing, Seller, the Company and its Subsidiaries (collectively, the “Purchaser Indemnified Parties”) for, and hold each Purchaser Indemnified Party harmless from and against: (x) against the entirety of any Adverse Consequences (without any rights of contribution or indemnification from Seller, the Company or any Subsidiary whether arising under any charter documents, contracts between the Company and/or Subsidiaries and the Responsible Party or otherwise), in each caseLosses Purchaser may suffer resulting from, arising out of or suffered or incurred in connection with any of the following, whether or not involving a third party claim: (i) any misrepresentation or any breach of any warranty made by Seller, the Company or the Responsible Party herein or in any of the other Primary Company Documents; (ii) any breach or non-fulfillment of any covenant or agreement made by Seller, the Company or the Responsible Party herein or in any of the other Primary Company Documents, including, without limitation, any breach by the Responsible Party under the Non-Compete Agreement; (iii) any claim relating to or arising out of a violation of applicable federal or state securities laws by Seller in connection with the sale or issuance of the Series A Preferred Units by Seller to Purchaser; (iv) except for (1) the Liabilities set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and (2) the Liabilities that have arisen after the Most Recent Fiscal Month End in the Ordinary Course of Business (none of which results from, arises out of, relates relating to, is in the nature of, or was caused by any the breach (or alleged breach). For the purposes of contractthis clause (a), breach of warranty, tort, infringement, or violation of law): (A) any Liability the representations and warranties of the Company contained in Section 4 of this Agreement shall be read as if all qualifications as to materiality, including each reference to the terms and phrases “material”, “in all material respects” or like phrases, and the defined term “Material Adverse Effect”, were deleted therefrom in determining whether there has been a breach of any such representation or warranty or in determining the amount of any Loss. (b) In the event NEC Corporation breaches (or in the event any third party alleges facts that, if true, would mean NEC Corporation has breached) any of its Subsidiaries under any Environmentalrepresentations, Healthwarranties, and Safety Requirements covenants contained herein and, provided that Purchaser makes a written claim for indemnification against NEC Corporation within the survival period, then NEC Corporation shall be obligated to indemnify Purchaser from and against the entirety of any Losses Purchaser may suffer resulting from, arising prior out of, relating to, in the nature of, or caused by the breach (or the alleged breach). For the purposes of this clause (b), the representations and warranties of NEC Corporation contained in Section 5 of this Agreement shall be read as if all qualifications as to materiality, including each reference to the Closing;terms and phrases “material”, “in all material respects” or like phrases were deleted therefrom in determining whether there has been a breach of any such representation or warranty or in determining the amount of any Loss. (Bc) any Liability arising out Nothing in this Section 7.2 restricts or limits the Purchaser or its Affiliates’ (including, for the avoidance of the ownership or operation of any of the assets or businesses of the Company or any of its Subsidiaries prior to the Closing; (C) any Liability of the Company or any of its Subsidiaries arising prior to the Closing under ERISA or under any Employee Benefit Plan, Employee Pension Benefit Plan or Employee Welfare Benefit Plan; or (D) any successor liability attributable to the acts, omissions, business or operations of the Company, any of its Subsidiaries or any of their respective managers, officers, employees, agents or independent contractors prior to the Closing; or (v) any lawsuit, claim, proceeding or investigation pending or threatened against Sellerdoubt, the Company or any of its Subsidiaries prior to after the Closing. To the extent that the foregoing undertaking by the Responsible Party ) general obligation at law to mitigate any loss or damage which it may be unenforceable for any reason, the Responsible Party shall make the maximum contribution incur as a consequence of a matter giving rise to the payment and satisfaction of each of Purchaser’s Adverse Consequences which is permissible under applicable law, subject to the limitations on indemnification set forth in this Section 8. The Responsible Party agrees that with respect to the payment of the Purchaser Indemnified Parties’ Adverse Consequences to the Purchaser Indemnified Parties, Purchaser shall, in addition to other remedies, be entitled to offset as payment for such Adverse Consequences any portion or all of any payment due pursuant to the LLC Agreementa claim.

Indemnification Provisions for Purchaser’s Benefit. Subject (a) In the event NEC Corporation breaches (or in the event any third party alleges facts that, if true, would mean NEC Corporation has breached) any of its representations and warranties regarding the Company set forth in Section 5.6 or in the event the Company breaches any of its covenants contained in Section 2.1, provided that Purchaser makes a written claim for indemnification against NEC Corporation within the survival period for such breaches, then, effective at and after each applicable Closing and subject to the limitations on indemnification and exclusions set forth out in this Section 87, NEC Corporation undertakes to pay 49% of the Responsible Party agrees amount which would be necessary to put the Company into the financial position which would have existed had there been no breach. Furthermore, NEC Corporation shall be obligated to indemnify Purchaser and its officers, directors, employees, agents, partners, stockholders and Affiliates and, following the Closing, Seller, the Company and its Subsidiaries (collectively, the “Purchaser Indemnified Parties”) for, and hold each Purchaser Indemnified Party harmless from and against: (x) against any Adverse Consequences (without any rights of contribution or indemnification from Seller, the Company or any Subsidiary whether arising under any charter documents, contracts between the Company and/or Subsidiaries and the Responsible Party or otherwise), in each caseLosses Purchaser may suffer resulting from, arising out of or suffered or incurred in connection with any of the following, whether or not involving a third party claim: (i) any misrepresentation or any breach of any warranty made by Seller, the Company or the Responsible Party herein or in any of the other Primary Company Documents; (ii) any breach or non-fulfillment of any covenant or agreement made by Seller, the Company or the Responsible Party herein or in any of the other Primary Company Documents, including, without limitation, any breach by the Responsible Party under the Non-Compete Agreement; (iii) any claim relating to or arising out of a violation of applicable federal or state securities laws by Seller in connection with the sale or issuance of the Series A Preferred Units by Seller to Purchaser; (iv) except for (1) the Liabilities set forth on the face of the Most Recent Balance Sheet (rather than in any notes thereto) and (2) the Liabilities that have arisen after the Most Recent Fiscal Month End in the Ordinary Course of Business (none of which results from, arises out of, relates relating to, is in the nature of, or was caused by any the breach (or alleged breach) of contract, breach the covenants related to the issuance of warranty, tort, infringement, First Call Option Shares or violation of law): (A) any Liability the representations and warranties of the Company related to the issuance of the First Call Option Shares as set forth in Sections 4.1, 4.2, 4.3 4.5 or 4.8 of the Stock Purchase Agreement , and to indemnify Purchaser from and against 49% of any Losses Purchaser may suffer resulting from any other breach (or alleged breach). For the purpose of this clause (a), the representations and warranties of regarding the Company set forth in Section 5.6 of this Agreement shall be read as if all qualifications as to materiality, including each reference to the terms and phrases “material”, “in all material respects” or like phrases were deleted therefrom in determining whether there has been a breach of any such representation or warranty or in determining the amount of any Loss. (b) In the event NEC Corporation breaches (or in the event any third party alleges facts that, if true, would mean NEC Corporation has breached) any of its Subsidiaries under any Environmentalrepresentations, Healthwarranties, and Safety Requirements covenants contained herein (other than those regarding the Company set forth in Section 5.6) and, provided that Purchaser makes a written claim for indemnification against NEC Corporation within the survival period, then NEC Corporation shall be obligated to indemnify Purchaser from and against the entirety of any Losses Purchaser may suffer resulting from, arising prior out of, relating to, in the nature of, or caused by the breach (or the alleged breach). For the purposes of this clause (b), the representations and warranties of NEC Corporation contained in Section 5 of this Agreement shall be read as if all qualifications as to materiality, including each reference to the Closing;terms and phrases “material”, “in all material respects” or like phrases were deleted therefrom in determining whether there has been a breach of any such representation or warranty or in determining the amount of any Loss. (Bc) any Liability arising out Nothing in this Section 7.2 restricts or limits Purchaser or its Affiliates’ (including, for the avoidance of the ownership or operation of any of the assets or businesses of the Company or any of its Subsidiaries prior to the Closing; (C) any Liability of the Company or any of its Subsidiaries arising prior to the Closing under ERISA or under any Employee Benefit Plan, Employee Pension Benefit Plan or Employee Welfare Benefit Plan; or (D) any successor liability attributable to the acts, omissions, business or operations of the Company, any of its Subsidiaries or any of their respective managers, officers, employees, agents or independent contractors prior to the Closing; or (v) any lawsuit, claim, proceeding or investigation pending or threatened against Sellerdoubt, the Company after the Initial Closing) general obligation at law to mitigate any loss or any damage which it may incur as a consequence of its Subsidiaries prior a matter giving rise to the Closing. To the extent that the foregoing undertaking by the Responsible Party may be unenforceable for any reason, the Responsible Party shall make the maximum contribution to the payment and satisfaction of each of Purchaser’s Adverse Consequences which is permissible under applicable law, subject to the limitations on indemnification set forth in this Section 8. The Responsible Party agrees that with respect to the payment of the Purchaser Indemnified Parties’ Adverse Consequences to the Purchaser Indemnified Parties, Purchaser shall, in addition to other remedies, be entitled to offset as payment for such Adverse Consequences any portion or all of any payment due pursuant to the LLC Agreementa claim.