Common use of Indemnification Relating to Agreement Clause in Contracts

Indemnification Relating to Agreement. Subject to Sections 9.3 and 9.5, as an integral term of the Merger, all stockholders of INT'X.xxx who accept the Parent Merger Shares and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointly, hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 ("INDEMNIFIABLE AMOUNTS"), of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by INT'X.xxx of any representation or warranty of INT'X.xxx contained in this Agreement or in any certificate or other document delivered to Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and (ii) the failure, partial or total, of INT'X.xxx or any Subsidiary to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any Subsidiary, and no stockholder of INT'X.xxx will be entitled to any indemnification from INT'X.xxx or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policies.

Indemnification Relating to Agreement. Subject to Sections 9.3 and 9.5this Article X, the Stockholder, and, as an integral term of the Merger, all other stockholders of INT'X.xxx HT who accept the Parent Merger Shares Share and execute the Escrow Agreement (which is a condition to receiving such consideration), severally ) jointly and not jointlyseverally, hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 10.3 ("INDEMNIFIABLE AMOUNTS"), of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by INT'X.xxx HT or the Stockholder of any representation or warranty of INT'X.xxx HT or the Stockholder contained in this Agreement or in any certificate or other document delivered to Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and (ii) the failure, partial or total, of INT'X.xxx HT or any Subsidiary the Stockholder to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryHT, and no stockholder of INT'X.xxx HT will be entitled to any indemnification from INT'X.xxx HT or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesHT.

Indemnification Relating to Agreement. Subject to Sections 9.3 the limitations set forth in this Article VIII, the holders of the Company Shares and 9.5Company Options jointly and severally (except as to those matters described in Section 8.5(b)(i) and (ii) below, as an integral term to which matters the indemnification obligations hereunder shall be several and not joint for any amounts in excess of the Merger, all stockholders of INT'X.xxx who accept the Parent Merger Shares and execute the then-available Escrow Agreement (which is a condition to receiving such consideration), severally and not jointly, hereby agree to Amount) will defend, indemnify indemnify, and hold Parent and Surviving Corporation harmless from and against, and to reimburse Parent and Surviving Corporation with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs costs, and expenses (including reasonable attorneys' ’ fees), determined as provided in Section 9.3 ) ("INDEMNIFIABLE AMOUNTS"), “Indemnifiable Amounts”) of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the and Surviving Corporation) Corporation by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that constitutes if true, would constitute a breach, by INT'X.xxx breach of any representation or warranty of INT'X.xxx contained Company in this Agreement (as modified by the Company Disclosure Schedule as of the date hereof) or in any certificate or other document delivered to Parent pursuant to in accordance with this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and (ii) the failure, partial or total, of INT'X.xxx or any Subsidiary Company to perform any agreement or covenant required by this Agreement to be performed by it it, (iii) any Working Capital Deficit adjustment to the extent not paid in accordance with Section 2.3 and (iv) all taxes of Company relating to all taxable periods ended on or them other than before the Closing Date and the portion of taxes of Company attributable to the portion of any breach Straddle Period beginning as of the first day of such Straddle Period and ending as of the end of the Closing Date (a “Pre-Closing Period”) (calculated in the manner set forth in Section 8.3(c) (Straddle Period)); in each case of (i) and (ii) above, without giving effect to any “materiality” limitations or related claim in respect of actions taken or not taken pursuant references to this Agreement or at the written direction of or after consultation with and written concurrence of Parent“material adverse effect” set forth therein. The foregoing obligations availability of the Escrow Amount to indemnify Parent will be determined without regard to any right to indemnification to which any Person holder of any interest in the Escrow Amount may have in his or her capacity as an officer, director, employee, agent agent, or any other capacity of INT'X.xxx or any Subsidiary, Company and no stockholder of INT'X.xxx such holder will be entitled to any indemnification from INT'X.xxx Company or the Surviving Corporation for amounts paid hereunder. There Any payment to Parent in accordance with this Article VIII will be no right of contribution or subrogation from Parent or treated for tax purposes as an adjustment to the Surviving Corporation for indemnification payments made by or consideration for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesCompany Common Shares.

Indemnification Relating to Agreement. Subject (a) Except with respect to Sections 9.3 Taxes (which are governed solely and 9.5exclusively by Section 7.8(f)) and subject to the limitations set forth in this Article IX, as an integral term each of the Merger, all stockholders of INT'X.xxx who accept the Parent Merger Shares and execute the Escrow Agreement (which is a condition to receiving such consideration)Indemnifying Holders, severally and not jointly, hereby agree to will defend, indemnify indemnify, and hold Parent and Surviving Corporation and their respective directors, officers, employees, agents, representatives, successors and assigns (collectively, the “Parent Indemnified Parties”) harmless from and against, and to reimburse any Parent Indemnified Party with respect to, any and all losses, damages (excluding any consequential, special or punitive damages, but not excluding any such damages to the extent they are Third Party Claims), liabilities, claims, judgments, settlements, fines, costs costs, and expenses (including reasonable attorneys' ’ fees) of every nature whatsoever (“Parent Indemnifiable Amounts”) incurred by such Parent Indemnified Party by reason of or arising out of or in connection with any of the following: (i) any breach, or any claim (including claims by parties other than Parent) that if true, would constitute a breach of any representation or warranty of such Indemnifying Holder in their respective Joinder, Investment Letter and Letter of Transmittal, as applicable, in each case, without giving effect to any limitations or references to “materiality”, “Company Material Adverse Effect”, “material adverse effect” or similar references set forth therein solely for purposes of calculating Parent Indemnifiable Amounts and not for purposes of determining whether there has been or would be a breach; (ii) any breach of any agreement or covenant required by this Agreement or the Letter of Transmittal submitted by such Indemnifying Holder to be performed by such Indemnifying Holder, in each case, without giving effect to any limitations or references to “materiality”, “Company Material Adverse Effect”, “material adverse effect” or similar references set forth therein solely for purposes of calculating Parent Indemnifiable Amounts and not for purposes of determining whether there has been or would be a breach; (iii) any breach, or any claim (including claims by parties other than Parent) that if true, would constitute a breach of any representation or warranty of Company in this Agreement (as modified by the Company Disclosure Schedule as of the date hereof), determined as provided in each case, without giving effect to any limitations or references to “materiality”, “Company Material Adverse Effect” (other than in the first sentence of Section 3.6), “material adverse effect” or similar references set forth therein solely for purposes of calculating Parent Indemnifiable Amounts and not for purposes of determining whether there has been or would be a breach; (iv) any breach of any agreement or covenant required by this Agreement to be performed by Company at or prior to Closing, in each case, without giving effect to any limitations or references to “materiality”, “Company Material Adverse Effect”, “material adverse effect” or similar references set forth therein solely for purposes of calculating Parent Indemnifiable Amounts and not for purposes of determining whether there has been or would be a breach; (v) any additional Transaction Expenses and Change in Control Payments not deducted from the Total Merger Cash Consideration on the Closing Date or, in the case of any Contingent Transaction Expenses, not deducted from Earn-Out Payments; (vi) any claims by any Person listed on Schedule 9.1 with respect to the matters specified on Schedule 9.1; (vii) any claims by any current or former directors or officers of Company or its subsidiaries for indemnification for their acts or omissions related to, arising out of or in connection with this Agreement or the consummation of the transactions contemplated hereby; (viii) any claim brought by a participant or beneficiary of any of the Company Stock Plans, the Incentive Bonus Plan or the Earn-Out Payments alleging, or arising under, a violation of Section 409A of the Code; (ix) any claim by any employee or other participants of the Surviving Corporation or its subsidiaries with respect to the Incentive Bonus Plan, including with respect to the granting of awards under the Incentive Bonus Plan or the administration of the Incentive Bonus Plan; (x) any claims by any Company Stockholder, holder of Company Options or of Dissenting Shares or, with respect to clause (A) or (B), claims by any other Person, (A) claiming that any portion of the Merger Consideration or Earn-Out Payments is owed to such Person, (B) claiming that such Person has an equity interest (whether through ownership of capital stock, options, warrants convertible securities or otherwise) or (C) otherwise relating to the Merger and the other transactions contemplated by the Merger Agreement; (xii) any Parent Indemnifiable Amount arising from the matters described in Section 9.3 3.12(e) of the Company Disclosure Schedule. ("INDEMNIFIABLE AMOUNTS"b) Subject to the limitations set forth in this Article IX, Parent will defend, indemnify, and hold the Principal Stockholders harmless from and against, and reimburse such Persons with respect to, any and all losses, damages (excluding any consequential, special or punitive damages, but not excluding any such damages to the extent they are Third Party Claims), liabilities, claims, judgments, settlements, fines, costs, and expenses (including reasonable attorneys’ fees) (“Stockholder Indemnifiable Amounts”) of every nature whatsoever incurred by Parent such Persons (which will be deemed to include any in their capacities as holders of the foregoing incurred by the Surviving CorporationCompany Stock or other Company Securities) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than ParentCompany Stockholders or Additional Holders) that constitutes if true, would constitute a breach, by INT'X.xxx breach of any representation or warranty of INT'X.xxx contained Parent or Acquisition Sub in this Agreement (as modified by the Parent Disclosure Schedule as of the date hereof), in each case, without giving effect to any limitations or in any certificate references to “materiality”, “Parent Material Adverse Effect”, “material adverse effect” or other document delivered to Parent pursuant to this Agreementsimilar references set forth therein, other than any breach solely for purposes of calculating Stockholder Indemnifiable Amounts and not for purposes of determining whether there has been or related claim in respect of actions taken would be a breach; or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and (ii) the failure, partial or total, any breach of INT'X.xxx or any Subsidiary to perform any agreement or covenant required by this Agreement to be performed by it Parent on or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any Subsidiary, and no stockholder of INT'X.xxx will be entitled to any indemnification from INT'X.xxx or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement prior to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesClosing Date.

Indemnification Relating to Agreement. Subject to Sections 9.3 Section 8.4, the Stockholders, jointly and 9.5, as an integral term of the Merger, all stockholders of INT'X.xxx who accept the Parent Merger Shares and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointlyseverally, hereby agree to defend, indemnify and hold Parent Concord harmless from and against, and to reimburse Parent Concord with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 ) ("INDEMNIFIABLE AMOUNTSIndemnifiable Amounts"), of every nature whatsoever incurred by Parent Concord (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than ParentConcord) that constitutes a breach, by INT'X.xxx Empire or any of the Stockholders of any representation or warranty of INT'X.xxx Empire or the Stockholders contained in this Agreement or in any certificate or other document prepared by or on behalf of Empire and delivered to Parent Concord pursuant to this AgreementAgreement prior to or on the Effective Date, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and Concord, (ii) the failure, partial or total, of INT'X.xxx Empire or any Subsidiary of the Stockholders to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of ParentConcord and (iii) any federal, state, local or foreign Tax liability, or asserted liability, of Empire attributable to periods (or any portion thereof) ending on or prior to the Closing Date but only to the extent such liabilities were not accrued for on the Unaudited Balance Sheet. The foregoing obligations to indemnify Parent Concord will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryEmpire, and no stockholder of INT'X.xxx Empire will be entitled to any indemnification from INT'X.xxx Empire or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent Concord or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxxStockholders. Notwithstanding any provision in this Agreement Any Person seeking indemnification hereunder must provide all cooperation, including access to books, records, documents and personnel, reasonably requested by the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesStockholders.

Indemnification Relating to Agreement. (a) Subject to Sections 9.3 8.4 and 9.58.6, as an integral term of the MergerStockholders, all stockholders of INT'X.xxx who accept the Parent Merger Shares jointly and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointlyseverally, hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' ’ fees), determined as provided in Section 9.3 8.4 ("INDEMNIFIABLE AMOUNTS"“Indemnifiable Amounts”), of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with with: (i) any breach, or any claim (including claims by parties other than Parent, but excluding any breach or related claim taken or not taken at the written direction of or after consultation with and written concurrence of Parent) that constitutes a breach, by Celsys or any of the Stockholders of any representation or warranty of Celsys or the Stockholders contained in this Agreement (other than the representations and warranties contained in Article IV) or in any certificate or other document delivered to Parent pursuant to this Agreement (other than the Surrender Certificate); (ii) the failure, partial or total, of Celsys or any of the Stockholders to perform any agreement or covenant required by this Agreement to be performed by it or them (other than any breach or related claim taken or not taken at the written direction of or after consultation with and written concurrence of Parent); (iii) any federal or state Tax liability, or asserted liability, of Celsys attributable to periods (or any portion thereof) ending on or prior to the Closing but only to the extent such liabilities were not accrued for on the Balance Sheet; and (iv) any and all transaction expenses incurred on behalf of Celsys and/or the Stockholders and/or the Non-Managing Stockholders borne by Celsys. (b) Prior to seeking its rights of indemnification under this Article VIII, Parent shall first deliver written notice to Celsys and the Stockholders of the events giving rise to the claim for indemnification (a “Parent Cure Notice”), and Celsys and/or the Stockholders shall have sixty (60) days from the date of receipt of such written notice to cure the same. (c) Each Stockholder, severally and not jointly, hereby agrees to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to any Indemnifiable Amounts of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by INT'X.xxx such Stockholder of any representation or warranty of INT'X.xxx contained in this Agreement or in any certificate or other document delivered to Parent pursuant to Article IV of this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and (ii) the failure, partial or total, of INT'X.xxx or any Subsidiary to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent. . (d) The foregoing obligations to indemnify Parent pursuant to Section 8.1(a) and (b) will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryCelsys, and no stockholder of INT'X.xxx Celsys will be entitled to any indemnification from INT'X.xxx Celsys or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesStockholders.

Indemnification Relating to Agreement. Subject to Sections 9.3 and 9.5, as an integral term ($5,000,000); provided however that such limitation shall not apply in the case of the Merger, all stockholders of INT'X.xxx who accept the Parent Merger Shares and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointly, hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 ("INDEMNIFIABLE AMOUNTS"), of every nature whatsoever incurred fraudulent or intentional misrepresentation or breach by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of Navigator or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by INT'X.xxx of any representation or warranty of INT'X.xxx contained in this Agreement or in any certificate or other document delivered to Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and (ii) the failure, partial or total, of INT'X.xxx or any Subsidiary to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of ParentStockholder. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryNavigator, and no stockholder of INT'X.xxx the Stockholder will not be entitled to any indemnification from INT'X.xxx Navigator or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders Stockholder. Parent hereby agrees to defend, indemnify and hold Stockholder harmless from and against, and to reimburse Stockholder with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees) ("Parent Indemnifiable -------------------- Amounts"), of INT'X.xxx. Notwithstanding any provision every nature whatsoever incurred by Stockholder by reason of or ------- arising out of or in this Agreement to the contrary, Indemnifiable Amounts shall not include connection with (i) any lost profits, lost revenues or lost business opportunitiesbreach, or any claim (including claims by parties other than Stockholder) that constitutes a breach, by Parent of any representation or warranty of Parent contained in this Agreement or in any certificate or other document delivered to Stockholder pursuant to this Agreement, and (ii) the failure, partial or total, of Parent to perform any amounts agreement or covenant required by this Agreement to be performed by Parent; provided however that Parent shall not be liable under this subsection unless the Parent Indemnifiable Amounts exceed $10,000, and then only to the extent of such excess. The maximum amount for which Parent shall have been recovered indemnify Stockholder pursuant to this Article VIII shall be Five Million Dollars ($5,000,000); ------------ provided however that such limitation shall not apply in the case of a fraudulent or intentional misrepresentation or breach by Parent under any insurance policiesParent.

Indemnification Relating to Agreement. Subject to Sections 9.3 11.4 and 9.511.6, as an integral term of the Merger, all stockholders of INT'X.xxx who accept the Parent Merger Shares shareholders jointly and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointlyseverally, hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' ’ fees), determined as provided in Section 9.3 11.4 ("INDEMNIFIABLE AMOUNTS"“Indemnifiable Amounts”), of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving CorporationCompany) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by INT'X.xxx the Company or any of the Shareholders of any representation or warranty of INT'X.xxx the Company or the Shareholders contained in this Agreement or in any certificate or other document delivered to Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and Parent, (ii) the failure, partial or total, of INT'X.xxx the Company or any Subsidiary of the Shareholders to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent, (iii) any expenses incurred by Parent under Section 7.5 of this Agreement, and (iv) any Tax liability, other than any Assumed Tax Obligations, or asserted liability, of the Company attributable to periods (or any portion thereof) ending on or prior to the Closing. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any Subsidiarythe Company, and no stockholder shareholder of INT'X.xxx the Company will be entitled to any indemnification from INT'X.xxx the Company or the Surviving Corporation Company for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation Company for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesShareholders.

Indemnification Relating to Agreement. Subject to Sections 9.3 10.4 and 9.510.6, the Stockholders and, as an integral term of the Merger, all other stockholders of INT'X.xxx Calogic who accept the Parent Merger Shares and execute the Escrow Agreement (which is a condition to receiving such consideration), severally jointly and not jointlyseverally, hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 10.4 ("INDEMNIFIABLE AMOUNTS"), of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by INT'X.xxx Calogic or any of the Stockholders of any representation or warranty of INT'X.xxx Calogic or the Stockholders contained in this Agreement or in any certificate or other document delivered to Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and Parent, (ii) the failure, partial or total, of INT'X.xxx Calogic or any Subsidiary of the Stockholders to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of ParentParent and (iii) any federal or state Tax liability, or asserted liability, of Calogic attributable to periods (or any portion thereof) ending on or prior to the Closing but only to the extent such liabilities were not accrued for on the Balance Sheet. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryCalogic, and no stockholder of INT'X.xxx Calogic will be entitled to any indemnification from INT'X.xxx Calogic or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesStockholders.

Indemnification Relating to Agreement. Subject to Sections 9.3 and 9.5(a) Each of the Shareholders (collectively, the “Indemnifying Parties”), as an integral term of the Merger, all stockholders of INT'X.xxx who accept the Parent Merger Shares and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointlyTransaction, hereby agree jointly and severally to defend, indemnify and hold Parent Tarantella and its officers, directors, employees, agents and other affiliates (including without limitation, the Company) (the “Indemnified Parties”) harmless from and against, and to reimburse Parent Tarantella with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees’ fees and accounting expenses), determined as provided in subject to Section 9.3 4.2(b) ("INDEMNIFIABLE AMOUNTS"“Losses”), of every nature whatsoever incurred by Parent any Indemnified Party (which Losses will be deemed to include any of the foregoing suffered or incurred by the Surviving CorporationCompany) by reason of or arising out of or in connection with with: (i) any breach, or any claim (including claims by parties other than ParentTarantella) that constitutes a breach, by INT'X.xxx the Company or the Shareholders of any representation or warranty of INT'X.xxx the Company or the Shareholders contained in this Agreement or in any certificate or other document delivered to Parent Tarantella pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and , (ii) the failure, partial or total, of INT'X.xxx the Company or any Subsidiary the Shareholders to perform any agreement or covenant required by this Agreement to be performed by it or them other than them; (iii) any breach Tax liability, or related claim asserted Tax liability, of the Company attributable to periods (or any portion thereof) ending on or prior to the Closing but only to the extent such liabilities were not accrued for on the Financial Statements; and (iv) without limiting any of the foregoing, any accrued liabilities as of the Closing Date in respect excess of actions taken the Assumed Liabilities; provided however, that Losses shall not include consequential damages suffered or not taken pursuant to this Agreement or at the written direction incurred by an Indemnified Party by reason of or after consultation arising out of or in connection with and written concurrence any of Parentthe foregoing. The foregoing obligations to indemnify Parent the Indemnified Parties (each, an “Indemnified Claim”) will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any Subsidiarythe Company, and no stockholder of INT'X.xxx the Shareholders will not be entitled to any indemnification from INT'X.xxx the Company or the Surviving Corporation Tarantella for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation Tarantella for indemnification payments made by or for the account of the stockholders of INT'X.xxx. any Shareholder. (b) Notwithstanding any other provision in this Agreement Section 4, the Indemnified Parties will be entitled to indemnification only to the contraryextent of the Exchange Shares as provided in the Escrow Agreement; provided, Indemnifiable Amounts however, that for the period of the applicable statute of limitations, any remedy for a breach of the representations and warranties as to Proprietary Assets (Section 2.8), Tax Matters (Section 2.9), Environmental Matters (Section 2.10), or any actions brought against the Company or the Shareholders for fraud or willful misrepresentation arising out of this Agreement or any of the transactions contemplated or related thereto, shall not include (i) any lost profitsbe limited to the Exchange Shares, lost revenues and the Indemnified Parties shall be entitled to pursue all remedies at law or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesin equity available to them.

Indemnification Relating to Agreement. Subject to Sections 9.3 8.04 and 9.58.05, as an integral term of the Merger, all stockholders of INT'X.xxx who accept the Parent Merger Shares and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointly, Seller hereby agree agrees to defend, indemnify and hold Parent NETsilicon harmless from and against, and to reimburse Parent NETsilicon with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 8.04 ("INDEMNIFIABLE AMOUNTSIndemnifiable Amounts"), ) of every nature whatsoever incurred by Parent NETsilicon (which will be deemed to include any of the foregoing incurred by the Surviving CorporationDimatech) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than ParentNETsilicon) that constitutes a breach, by INT'X.xxx Dimatech or any of Seller of any representation or warranty of INT'X.xxx Dimatech or Seller contained in this Agreement or in any certificate or other document delivered to Parent NETsilicon pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and (ii) the failure, partial or total, of INT'X.xxx Dimatech or any Subsidiary Seller to perform any agreement or covenant required by this Agreement to be performed by it or them other than and (iii) any breach Tax liability, or related claim asserted liability, of Dimatech, but only to the extent such liabilities were not accrued for on, or disclosed in respect of actions taken or not taken pursuant to this Agreement or at any notes to, the written direction of or after consultation with and written concurrence of ParentUnaudited Balance Sheet. The foregoing obligations to indemnify Parent NETsilicon will be determined without regard to any right to indemnification or reimbursement to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryDimatech, and no stockholder of INT'X.xxx Seller will be entitled to any indemnification or reimbursement from INT'X.xxx Dimatech or the Surviving Corporation NETsilicon for amounts paid hereunder. There will be no right of contribution or subrogation from Parent NETsilicon or the Surviving Corporation Dimatech for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesSeller.

Indemnification Relating to Agreement. Subject to Sections 9.3 and 9.5The stockholders of Company, as an integral term ------------------------------------- by reason of the Merger, all approval by the stockholders of INT'X.xxx who accept the Parent Merger Shares and/or each stockholder's acceptance of the consideration provided for in Section 1.4 and execute by the execution of the Escrow Agreement (pursuant to Section 1.4.6 which is a condition to receiving such consideration), severally shall, jointly and not jointlyseverally, hereby agree to defend, indemnify indemnify, and hold Parent Expedia harmless from and against, and to reimburse Parent Expedia with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs costs, and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 ) ("INDEMNIFIABLE AMOUNTSIndemnifiable Amounts"), ) of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) Expedia by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than ParentExpedia) that constitutes if true, would constitute a breach, by INT'X.xxx Company or the Principal Stockholders of any representation or warranty of INT'X.xxx Company or the Principal Stockholders contained in this Agreement or in any certificate or other document delivered to Parent Expedia pursuant to the provisions of this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and (ii) the failure, partial or total, of INT'X.xxx Company or any Subsidiary the Principal Stockholders to perform any agreement or covenant required by this Agreement to be performed by it or them other than them, (iii) any breach action or related claim in respect of actions taken omission by Company, the Principal Stockholders, their affiliates, agents or not taken pursuant representatives relating to this Agreement Agreement, and (iv) any unpaid federal or at state tax liability, or asserted liability of Company relating to any period of time prior to and through the written direction of Closing which is not recorded as a liability in the Financial Statements or after consultation with the Final Pro Forma Closing Balance Sheet, and written concurrence of Parentin each case without giving effect to any "materiality" limitations or references to "material adverse effect" set forth therein. The foregoing obligations of any Holder to indemnify Parent will Expedia shall be determined without regard to any right to indemnification to which any Person Holder may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any Subsidiary, Company and no stockholder of INT'X.xxx will Holder shall be entitled to any indemnification from INT'X.xxx Company or the Surviving Corporation for amounts paid hereunder. There will shall be no right of contribution from Company or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement successor to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesCompany.

Indemnification Relating to Agreement. (a) Subject to Sections 9.3 10.4 and 9.510.5, as an integral term of the Merger, all stockholders of INT'X.xxx who accept the Parent Merger Shares US Sub shall be entitled to be indemnified and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointly, hereby agree to defend, indemnify and hold Parent held harmless from and against, and to reimburse Parent be reimbursed with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' ’ fees), determined as provided in Section 9.3 ) ("INDEMNIFIABLE AMOUNTS"“Indemnifiable Amounts”), of every nature whatsoever incurred by Parent US Sub (which will be deemed to include any of the foregoing incurred by the Parent or the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than ParentUS Sub) that constitutes a breach, by INT'X.xxx Adaytum of any representation or warranty of INT'X.xxx Adaytum contained in this Agreement or in any certificate or other document delivered to US Sub or Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of US Sub or Parent and (ii) the failure, partial or total, of INT'X.xxx or any Subsidiary Adaytum to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of ParentUS Sub or Parent and (iii) subject to the provisions of Schedule 10.1, any Tax liability, or asserted liability, of Adaytum attributable to periods (or any portion thereof) ending on or prior to the Closing other than Tax liabilities accrued on the Closing Balance Sheet and reflected in the calculation of Net Working Capital. The foregoing obligations right to indemnify Parent indemnity will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryAdaytum, and no stockholder of INT'X.xxx Adaytum will be entitled to any indemnification from INT'X.xxx Adaytum or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent Parent, US Sub or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxxAdaytum. Notwithstanding any provision in this Agreement Any amounts received by US Sub shall be treated as adjustments to the contraryconsideration for the Merger. (b) For purposes of calculating the Tax liability in Section 10.1(a)(iii) above, Indemnifiable Amounts in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax related to the portion of such Tax period ending on the Closing Date shall not include (ix) in the case of any lost profitsTaxes other than Taxes based upon or related to income, lost revenues be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (y) in the case of any Tax based upon or lost business opportunitiesrelated to income be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date (including Taxes, or (ii) any amounts which if any, imposed on Adaytum pursuant to Sections 951 through 964 of the Code calculated as if the relevant Tax period of each subsidiary of Adaytum ended on the Closing Date). Any credits relating to a Tax period that begins before and ends after the Closing Date shall have been recovered by Parent under any insurance policiesbe taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable past practice of Adaytum.

Indemnification Relating to Agreement. Subject to Sections 9.3 10.4 and 9.5------------------------------------- 10.6, the Shareholders and, as an integral term of the Merger, all stockholders other shareholders of INT'X.xxx Alacrity who accept the Parent Merger Total TranSwitch Common Shares and execute the Escrow Agreement (which is a condition to receiving such consideration), severally jointly and not jointlyseverally, hereby agree to defend, indemnify and hold Parent TranSwitch harmless from and against, and to reimburse Parent TranSwitch with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable -39- attorneys' fees), determined as provided in Section 9.3 10.4 ("INDEMNIFIABLE AMOUNTSIndemnifiable ------------- Amounts"), of every nature whatsoever incurred by Parent TranSwitch (which will be ------- deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than ParentTranSwitch) that constitutes a breach, by INT'X.xxx Alacrity or any of the Shareholders of any representation or warranty of INT'X.xxx Alacrity or the Shareholders contained in this Agreement or in any certificate or other document delivered to Parent TranSwitch pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and TranSwitch, (ii) the failure, partial or total, of INT'X.xxx Alacrity or any Subsidiary of the Shareholders to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of ParentTranSwitch and (iii) any Tax liability, or asserted liability, of Alacrity attributable to periods (or any portion thereof) ending on or prior to the Closing but only to the extent such liabilities were not accrued for on the Unaudited Balance Sheet. The foregoing obligations to indemnify Parent TranSwitch will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryAlacrity, and no stockholder shareholder of INT'X.xxx Alacrity will be entitled to any indemnification from INT'X.xxx Alacrity or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent TranSwitch or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesShareholders.

Indemnification Relating to Agreement. Subject to Sections 9.3 9.4 and 9.59.6 and the Escrow Agreement, as an integral term of the Merger, all stockholders of INT'X.xxx who accept NextPoint (the "NEXTPOINT HOLDERS"), by approval of this Agreement, severally in proportion to the number of Parent Merger Shares and execute received by them in the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointlyMerger, hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 9.4 ("INDEMNIFIABLE AMOUNTS"), of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation, Merger Sub or any affiliate of Parent) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims breach by parties other than Parent) that constitutes a breach, by INT'X.xxx NextPoint of any representation or warranty of INT'X.xxx NextPoint contained in this Agreement Agreement, the other Transaction Documents or in any certificate or other document delivered to Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken at the Closing pursuant to this Agreement or at and the written direction other Transaction Documents (except that in the event that the representation contained in Section 3.26 is incorrect but can be corrected by debugging NextPoint's products, Indemnifiable Amounts with respect to any such breach of or after consultation with and written concurrence Section 3.26 shall not include the cost of Parent and such debugging), (ii) the failure, partial or total, of INT'X.xxx or any Subsidiary total failure by NextPoint to perform any agreement covenant or covenant obligation required by this Agreement Agreement, the Transaction Documents, or any certificate delivered to Parent by NextPoint at the Closing, to be performed by it NextPoint, (iii) any judgment, award, settlement or them other than resolution of any breach litigation, action, suit, investigation or related claim in respect of actions taken proceeding pending on the date hereof whether or not taken pursuant disclosed in the Disclosure Schedule (including without limitation, the matters set forth on Schedule 9.1 (the "SCHEDULED LITIGATION")), and (iv) any and all actions, suits, litigations, arbitrations, proceedings, investigations or claims arising out of any tort claims alleged against NextPoint out of facts that have occurred on or prior to the date of this Agreement even though such action, suit, litigation, arbitration, proceeding, investigation or at claim may not be filed or come to light until after the written direction date of or after consultation with and written concurrence of Parentthis Agreement. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryNextPoint, and no stockholder of INT'X.xxx NextPoint will be entitled to any indemnification from INT'X.xxx NextPoint or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesNextPoint Holders.

Indemnification Relating to Agreement. Subject to Sections 9.3 10.4 ------------------------------------- and 9.510.6, as an integral term of the MergerStockholders, all stockholders of INT'X.xxx who accept the Parent Merger Shares jointly and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointlyseverally, hereby agree to defend, indemnify and hold Parent Cambridge harmless from and against, and to reimburse Parent Cambridge with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 10.4 ("INDEMNIFIABLE AMOUNTSIndemnifiable ------------- Amounts"), of every nature whatsoever incurred by Parent Cambridge (which will be ------- deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than ParentCambridge) that constitutes a breach, by INT'X.xxx Excell or any of the Stockholders of any representation or warranty of INT'X.xxx Excell or the Stockholders contained in this Agreement or in any certificate or other document delivered to Parent Cambridge pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and Cambridge, (ii) the failure, partial or total, of INT'X.xxx Excell or any Subsidiary of the Stockholders to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of ParentCambridge and (iii) any federal or state Tax liability of Excell attributable to periods (or any portion thereof) ending on or prior to the Closing but only to the extent such liabilities were not accrued for, or reserved against, on the Balance Sheet. The foregoing obligations to indemnify Parent Cambridge will be determined without regard to any right to indemnification to which any Person person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryExcell, and no stockholder of INT'X.xxx Excell will be entitled to any indemnification from INT'X.xxx Excell or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent Cambridge or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesStockholders.

Indemnification Relating to Agreement. Subject to Sections 9.3 and 9.5The Holders (other than the ------------------------------------- Principal Shareholders), as an integral term by reason of the Merger, all stockholders approval by the Holders of INT'X.xxx who accept the Parent Merger Shares and/or each Holder's acceptance of the consideration provided for in Section 1.4 and execute by the execution of the Escrow Agreement (pursuant to Section 1.4.4 which is a condition to receiving such consideration), severally and but not jointly, hereby and the Principal Shareholders, jointly and severally, shall, agree to defend, indemnify indemnify, and hold Parent Expedia harmless from and against, and to reimburse Parent Expedia with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs costs, and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 ) ("INDEMNIFIABLE AMOUNTSIndemnifiable Amounts"), ) of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) Expedia by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than ParentExpedia) that constitutes if true, would constitute a breach, by INT'X.xxx Company or the Principal Shareholders of any representation or warranty of INT'X.xxx Company or the Principal Shareholders contained in this Agreement or in any certificate or other document delivered to Parent Expedia pursuant to the provisions of this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and (ii) the failure, partial or total, of INT'X.xxx Company or any Subsidiary the Principal Shareholders to perform any agreement or covenant required by this Agreement to be performed by it or them other than them, (iii) any breach action or related claim in respect of actions taken omission by Company, the Principal Shareholders, their affiliates, agents or not taken pursuant representatives relating to this Agreement Agreement, and (iv) any federal or at state tax liability, or asserted liability of the written direction Company relating to any period of time prior to and through the Closing which is not disclosed in the Financial Statements or after consultation with the Final Pro Forma Closing Balance Sheet, and written concurrence of Parentin each case without giving effect to any "materiality" limitations or references to "material adverse effect" set forth therein. The foregoing obligations of any Holder to indemnify Parent will Expedia shall be determined without regard to any right to indemnification to which any Person Holder may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any Subsidiary, Company and no stockholder of INT'X.xxx will Holder shall be entitled to any indemnification from INT'X.xxx Company or the Surviving Corporation for amounts paid hereunder. There will shall be no right of contribution from Company or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement successor to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesCompany.

Indemnification Relating to Agreement. Subject to Sections 9.3 and 9.5the limitations in this Article VIII, as an integral term if the Closing of the MergerTransactions occurs, all stockholders of INT'X.xxx who accept the Parent Merger Shares and execute the Escrow Agreement Surviving Corporation and their respective officers or directors, agents, consultants, advisors, Representatives and equity holders (which is a condition to receiving such consideration), severally and not jointly, hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 ("INDEMNIFIABLE AMOUNTS"), of every nature whatsoever incurred by Parent (which will be deemed to include any each of the foregoing being referred to individually as a “Parent Indemnified Person” and collectively as “Parent Indemnified Persons”) will be held harmless from, and Parent will be reimbursed (on behalf of the Parent Indemnified Persons), without duplication, for all (i) Indemnifiable Amounts incurred by the Surviving Corporation) by reason of or Parent Indemnified Persons arising out of or in connection with (ia) any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by INT'X.xxx breach of any representation or warranty of INT'X.xxx contained Company or Company Member in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate or other document delivered to Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and (iib) the failure, partial failure of Company or total, of INT'X.xxx or any Subsidiary Company Member to perform any agreement or post-Closing covenant required by this Agreement (other than as a direct result of the failure of Parent to perform its agreements under this Agreement); and in the case of (a) or (b) above, without giving effect to any “materiality” limitations or references to “material adverse effect” in determining Indemnifiable Amounts (but not in determining whether any breaches of representations and warranties have occurred). Indemnification under this Section 8.2 to any Parent Indemnified Person shall be made solely in the form of a set-off against future Earn-Out Payments to be performed made to Company Members, and no Company Member shall be obligated to make any payment under this Section 8.2 in Cash or in Parent Common Stock held by it such Company Member. Notwithstanding the foregoing, in no event shall any Company Member have any liability to a Parent Indemnified Person with respect to a breach of representation, warranty or them other than any breach or related claim in respect of actions taken or not taken pursuant to covenant under this Agreement or at the written direction of or after consultation with and written concurrence of Parent. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any Subsidiary, and no stockholder of INT'X.xxx will be entitled Transaction Document to any indemnification from INT'X.xxx or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from extent that Parent or the Surviving Corporation for indemnification payments made by or for the account Merger Sub knew of such breach as of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesClosing Date.

Indemnification Relating to Agreement. Subject to Sections 9.3 and 9.5the limitations in this Article VIII, as an integral term if the Closing of the MergerTransactions occurs, all stockholders of INT'X.xxx who accept Majority Stockholder (the Parent Merger Shares and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointly, hereby agree to “Indemnifying Stockholder”) will defend, indemnify indemnify, and hold Parent and Surviving Corporation and their respective officers or directors, agents, consultants, advisors, Representatives and equity holders (each of the foregoing being referred to individually as a “Parent Indemnified Person” and collectively as “Parent Indemnified Persons”) harmless from and against, and to reimburse Parent with respect to(on behalf of the Parent Indemnified Persons), any without duplication, for all (i) documented and all out-of-pocket costs or expenses (including without limitation, reasonable attorneys’ fees), judgments, levies, losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses penalties (including reasonable attorneys' fees)collectively, determined as provided in Section 9.3 ("INDEMNIFIABLE AMOUNTS"), of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing “Indemnifiable Amounts”) incurred by the Surviving Corporation) by reason of or Parent Indemnified Persons arising out of or in connection with (ia) any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by INT'X.xxx breach of any representation or warranty of INT'X.xxx contained Company or Majority Stockholder in this Agreement (as modified by the Company Disclosure Schedule) or in any certificate or other document Transaction Document executed and delivered to Parent pursuant to this Agreement, other than any breach by Company or related claim the Majority Stockholder in respect of actions taken or not taken pursuant to accordance with this Agreement as of the date such representation or at warranty was made or as if such representation or warranty was made on and as of the written direction Closing Date (except for representations and warranties that expressly relate to a specified date, the breach of or after consultation which will be determined with and written concurrence of Parent and reference to such specified date), (iib) the failure, partial failure of Company or total, of INT'X.xxx or any Subsidiary Majority Stockholder to perform any agreement or post-Closing covenant required by this Agreement to be performed by it or them (other than as a direct result of the failure of Parent to perform its agreements under this Agreement), (c) any claims by (A) any then current or former holder or alleged then-current or former holder of any Company Shares, arising out of, resulting from or in connection with (I) the Transactions or this Agreement, or (II) such Person’s status or alleged status as a holder of Company Shares at any time at or prior to the Closing, whether for breach of fiduciary duty or related claim otherwise or (B) any Person to the effect that such Person is entitled to any Company Shares or any payment in connection with the Transactions by virtue of such Company Shares; and in the case of (a), (b) or (c) above, without giving effect to any “materiality” limitations or references to “material adverse effect” in determining Indemnifiable Amounts (but not in determining whether any breaches of representations and warranties have occurred). Notwithstanding the foregoing, in no event shall any Indemnifying Stockholder have any liability to a Parent Indemnified Person with respect to a breach of actions taken representation, warranty or not taken pursuant to covenant under this Agreement or at the written direction of or after consultation with and written concurrence of Parent. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any Subsidiary, and no stockholder of INT'X.xxx will be entitled Transaction Document to any indemnification from INT'X.xxx or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from extent that Parent or the Surviving Corporation for indemnification payments made by or for the account Merger Sub knew of such breach as of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesClosing Date.

Indemnification Relating to Agreement. Subject to Sections 9.3 10.4 and 9.510.6, the Stockholders and, as an integral term of the Merger, all other stockholders of INT'X.xxx DA who accept the Parent Delano Merger Shares and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and not jointly, hereby agree to defend, indemnify and hold Parent Delano harmless from and against, and to reimburse Parent Delano with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 10.4 ("INDEMNIFIABLE AMOUNTS"), of every nature whatsoever incurred by Parent Delano (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than ParentDelano) that constitutes a breach, by INT'X.xxx DA or any of the Stockholders of any representation or warranty of INT'X.xxx DA or the Stockholders contained in this Agreement or in any certificate or other document delivered to Parent Delano pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent Delano and any breach or related claim as to which the Stockholders can demonstrate that Delano had actual knowledge as of the Effective Time and (ii) the failure, partial or total, of INT'X.xxx DA or any Subsidiary of the Stockholders to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of ParentDelano. The foregoing obligations to indemnify Parent Delano will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryDA, and no stockholder of INT'X.xxx DA will be entitled to any indemnification from INT'X.xxx DA or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent Delano or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesStockholders.

Indemnification Relating to Agreement. Subject to Sections 9.3 10.4 and 9.5------------------------------------- 10.6, the Stockholders and, as an integral term of the Merger, all other stockholders of INT'X.xxx Onex who accept the Parent TranSwitch Merger Shares Consideration and execute the Escrow Agreement (which is a condition to receiving such consideration), severally jointly and not jointlyseverally, hereby agree to defend, indemnify and hold Parent TranSwitch harmless from and against, and to reimburse Parent TranSwitch with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 10.4 ("INDEMNIFIABLE AMOUNTSIndemnifiable Amounts"), of every nature whatsoever incurred by Parent --------------------- TranSwitch (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than ParentTranSwitch) that constitutes a breach, by INT'X.xxx Onex or any of the Management of any representation or warranty of INT'X.xxx Onex or the Management contained in this Agreement or in any certificate or other document delivered to Parent TranSwitch pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and TranSwitch, (ii) the failure, partial or total, of INT'X.xxx Onex or any Subsidiary of the Management to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of ParentTranSwitch, and (iii) any federal or state Tax liability, or asserted liability, of Onex attributable to periods (or any portion thereof) ending on or prior to the Closing but only to the extent such liabilities were not accrued for on the Unaudited Balance Sheet; provided, however, that all Indemnifiable Amounts shall be reduced and offset by any insurance proceeds actually received by TranSwitch or the Surviving Corporation by reason of the event or circumstances giving rise to such Indemnifiable Amount. The foregoing obligations to indemnify Parent TranSwitch will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryOnex, and no stockholder of INT'X.xxx Onex will be entitled to any indemnification from INT'X.xxx Onex or the Surviving Corporation for amounts paid hereunder; provided, however, that the Management shall be entitled to be indemnified by the stockholders of Onex for reasonable attorneys' fees paid in connection with their defense of any claim by TranSwitch or a third party pursuant to this Article X, with such fees to be paid out of the Escrow Shares. There will be no right of contribution or subrogation from Parent TranSwitch or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesstockholders.

Indemnification Relating to Agreement. Subject to Sections 9.3 9.4 and 9.59.6, as an integral term the stockholders of Natchez, by virtue of their approval of this Agreement and the Merger in accordance with the applicable provisions of the MergerDGCL, jointly and severally with respect to all stockholders of INT'X.xxx who accept the Parent Merger Shares and execute amounts held pursuant to the Escrow Agreement (which is a condition to receiving such consideration), and severally and not jointlyjointly with respect to amounts in excess thereof, hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 9.4 ("INDEMNIFIABLE AMOUNTSIndemnifiable Amounts"), of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by INT'X.xxx Natchez of any representation or warranty of INT'X.xxx Natchez contained in this Agreement or in any certificate or other document delivered to Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and or (ii) the failure, partial or total, of INT'X.xxx or any Subsidiary Natchez to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryNatchez, and no stockholder of INT'X.xxx Natchez will be entitled to any indemnification from INT'X.xxx Natchez or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policies.

Indemnification Relating to Agreement. Subject to Sections 9.3 10.3 and 9.510.5, the Shareholders and, as an integral term of the Merger, all stockholders other shareholders of INT'X.xxx Mentorix who accept any portion of the Parent Merger Shares Consideration and execute the Escrow Agreement (which is a condition to receiving such consideration), jointly and severally and not jointly(except with respect to Article IV, which obligations shall be several), hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees’ fees and any increases in insurance premiums resulting from such losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses but net of any insurance proceeds received by Parent or any affiliate of Parent), determined as provided in Section 9.3 10.3 ("INDEMNIFIABLE AMOUNTS"“Indemnifiable Amounts”), of every nature whatsoever incurred by Parent (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that constitutes a breachbreach by Mentorix, by INT'X.xxx Mentorix India or any of the Shareholders of any representation or warranty of INT'X.xxx Mentorix, Mentorix India or the Shareholders contained in this Agreement or in any certificate or other document delivered to Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and Parent, (ii) the failure, partial or total, of INT'X.xxx Mentorix, Mentorix India or any Subsidiary of the Shareholders to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of ParentParent and (iii) any foreign or U.S. federal or state Tax liability, or asserted liability, of Mentorix or Mentorix India attributable to periods (or any portion thereof) ending on or prior to the Closing but only to the extent such liabilities were not accrued for on the Audited Balance Sheet. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryMentorix, and no stockholder shareholder of INT'X.xxx Mentorix will be entitled to any indemnification from INT'X.xxx Mentorix or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxxshareholders. Notwithstanding any provision in All indemnification payments made under this Agreement shall be treated as adjustments to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesMerger Consideration.

Indemnification Relating to Agreement. Subject to Sections 9.3 10.4 and 9.5------------------------------------- 10.6, the Founder and, as an integral term of the Merger, all stockholders other Stockholders of INT'X.xxx Horizon who accept the Parent Merger Shares Consideration and execute the Escrow Agreement (which is a condition to receiving such consideration), severally and (but not jointly) and in proportion to their original contributions of Indemnification Escrow Shares, hereby agree to defend, indemnify and hold Parent TranSwitch harmless from and against, and to reimburse Parent TranSwitch with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 10.4 ("INDEMNIFIABLE AMOUNTSIndemnifiable Amounts"), of every nature whatsoever incurred by Parent --------------------- TranSwitch (which will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than ParentTranSwitch) that constitutes a breach, by INT'X.xxx Horizon or the Founder of any representation or warranty of INT'X.xxx Horizon or the Founder contained in this Agreement or in any certificate or other document delivered to Parent TranSwitch pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and TranSwitch, (ii) the failure, partial or total, of INT'X.xxx Horizon or any Subsidiary the Founder to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of ParentTranSwitch, (iii) any Tax liability, or asserted liability, of Horizon attributable to periods (or any portion thereof) ending on or prior to the Closing but only to the extent such liabilities were not accrued for on the Unaudited Balance Sheet, and any Tax liability, or asserted liability, of Horizon or the Stockholders attributable to the transactions contemplated by this Agreement, and (iv) any Tax Liability, or asserted Tax Liability, of the Stockholders in connection with receiving any shares of Horizon Capital Stock or any shares of TranSwitch Common Stock or the Cash Payment or any cash in lieu of fractional shares (or any withholding Tax liability of Horizon or TranSwitch in connection with any such receipt of shares or cash). The foregoing obligations to indemnify Parent TranSwitch will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryHorizon, and no stockholder of INT'X.xxx Stockholder will be entitled to any indemnification from INT'X.xxx Horizon or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent TranSwitch or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesStockholders.

Indemnification Relating to Agreement. Subject to Sections 9.3 10.4 and 9.5------------------------------------- 10.6, the Stockholders and, as an integral term of the Merger, all other stockholders of INT'X.xxx Calogic who accept the Parent Merger Shares and execute the Escrow Agreement (which is a condition to receiving such consideration), severally jointly and not jointlyseverally, hereby agree to defend, indemnify and hold Parent harmless from and against, and to reimburse Parent with respect to, any and all losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable attorneys' fees), determined as provided in Section 9.3 10.4 ("INDEMNIFIABLE AMOUNTSIndemnifiable Amounts"), of every nature whatsoever incurred by Parent (which --------------------- will be deemed to include any of the foregoing incurred by the Surviving Corporation) by reason of or arising out of or in connection with (i) any breach, or any claim (including claims by parties other than Parent) that constitutes a breach, by INT'X.xxx Calogic or any of the Stockholders of any representation or warranty of INT'X.xxx Calogic or the Stockholders contained in this Agreement or in any certificate or other document delivered to Parent pursuant to this Agreement, other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of Parent and Parent, (ii) the failure, partial or total, of INT'X.xxx Calogic or any Subsidiary of the Stockholders to perform any agreement or covenant required by this Agreement to be performed by it or them other than any breach or related claim in respect of actions taken or not taken pursuant to this Agreement or at the written direction of or after consultation with and written concurrence of ParentParent and (iii) any federal or state Tax liability, or asserted liability, of Calogic attributable to periods (or any portion thereof) ending on or prior to the Closing but only to the extent such liabilities were not accrued for on the Balance Sheet. The foregoing obligations to indemnify Parent will be determined without regard to any right to indemnification to which any Person may have in his or her capacity as an officer, director, employee, agent or any other capacity of INT'X.xxx or any SubsidiaryCalogic, and no stockholder of INT'X.xxx Calogic will be entitled to any indemnification from INT'X.xxx Calogic or the Surviving Corporation for amounts paid hereunder. There will be no right of contribution or subrogation from Parent or the Surviving Corporation for indemnification payments made by or for the account of the stockholders of INT'X.xxx. Notwithstanding any provision in this Agreement to the contrary, Indemnifiable Amounts shall not include (i) any lost profits, lost revenues or lost business opportunities, or (ii) any amounts which shall have been recovered by Parent under any insurance policiesStockholders.