Common use of Indemnity Payments Clause in Contracts

Indemnity Payments. 4.1. Any indemnity payments pursuant to this Agreement shall be made by the Indemnifying Parties to the Indemnified Party in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by applicable Law or as otherwise agreed in this Agreement or in writing between the Parties). If Tax must be withheld / deducted, or any other Tax is payable in relation to indemnity payments, such additional amounts must be paid by the Indemnifying Party as may be necessary to ensure that the Indemnified Party receives a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment. 4.3. The Parties agree that the Indemnified Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment. 4.4. To the extent the payment by the Indemnifying Party of any indemnification payment pursuant to the provisions of Clause 7 (Indemnification) shall be subject to receipt of approvals from any Governmental Authority (if required), the Indemnifying Party and the Indemnified Party shall be responsible for obtaining all such approvals from any Governmental Authority and shall make all applications and take all steps required to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee of the Indemnified Party.

Indemnity Payments. 4.1(a) In calculating the amount of any Damages, the proceeds actually received by the indemnified party or any of its Affiliates under any insurance policy or pursuant to any claim, recovery, settlement or payment by or against any other Person, net of any actual costs, expenses or premiums incurred in connection with securing or obtaining such proceeds, shall be deducted, except to the extent that the adjustment itself would excuse, exclude or limit the coverage of all or part of such Damages. Any In the event that an indemnified party has any rights against a third party with respect to any Damages that results in a payment by an Indemnifying Party under this Article VI, such Indemnifying Party shall be subrogated to such rights to the extent of such payment; provided, that until the indemnified party recovers full payment of the Damages, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payments payment is hereby expressly made subordinate and subject in right of payment to the indemnified party’s rights against such third party. Without limiting the generality or effect of any other provision hereof, each indemnified party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein and otherwise cooperate in the prosecution of such claims. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, the parties to this Agreement shall be treat any indemnification payment made under this Agreement as an adjustment to the purchase price for income Tax purposes. (b) If an indemnified party recovers an amount from a third party in respect of Damages that is the subject of indemnification hereunder after all or a portion of such Damages has been paid by an Indemnifying Party pursuant to this Article VI, the indemnified party shall promptly remit to the Indemnifying Parties to Party the Indemnified Party in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding excess (save as may be required by applicable Law or as otherwise agreed in this Agreement or in writing between if any) of (i) the Parties). If Tax must be withheld / deducted, or any other Tax is payable in relation to indemnity payments, such additional amounts must be amount paid by the Indemnifying Party as may be necessary to ensure that in respect of such Damages plus the Indemnified Party receives a net amount equal to received from the third party in respect thereof minus (ii) the full amount which it would have received had payment not been made subject to such Tax or withholding or deductionsof Damages. 4.2. Any indemnity payments made by the (c) The Indemnifying Parties Party shall pay all amounts payable pursuant to this Agreement shall be effected Article VI, by crediting wire transfer of immediately available cash funds, promptly following receipt from an indemnified party of a xxxx for same day value Damages that are the account specified by the Indemnified Party on behalf subject of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment. 4.3. The Parties agree that the Indemnified Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment. 4.4. To the extent the payment by hereunder, unless the Indemnifying Party of in good faith disputes the Damages, in which event it shall so notify the indemnified party. In any indemnification payment pursuant to the provisions of Clause 7 (Indemnification) shall be subject to receipt of approvals from any Governmental Authority (if required)event, the Indemnifying Party shall pay to the indemnified party, by wire transfer in immediately available cash funds, the amount of any Damages for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnified Party Indemnifying Party’s liability therefor. A “determination” shall be responsible for obtaining all such approvals from any Governmental Authority and exist when (i) the parties to the dispute have reached an agreement, (ii) a court of competent jurisdiction shall make all applications and take all steps required have entered an order or judgment, or (iii) an arbitration or like panel shall have rendered a final binding, non-appealable determination with respect to obtain disputes the same. Alternatively, if mutually parties have agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee of the Indemnified Partysubmit thereto.

Indemnity Payments. 4.1. Any indemnity payments pursuant to this Agreement shall be made by the Indemnifying Parties to the an Indemnified Party in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by applicable Law law or as otherwise agreed in this Agreement or in writing between the Parties). If Tax must be withheld / deducted, or any other Tax is payable in relation to deductions must be made from any indemnity payments, such additional amounts must be paid by the Indemnifying Party as may be necessary to ensure that the Indemnified Party receives a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the an Indemnified Party on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment. 4.3. The Parties agree that the Indemnified Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment. 4.4. To the extent the payment by the Indemnifying Party of any indemnification payment pursuant to the provisions of Clause 7 6 (Indemnification) shall be subject to receipt of approvals from any Governmental Authority (if required), the Indemnifying Party and the relevant Indemnified Party shall be responsible for obtaining all such approvals from any Governmental Authority and shall make all applications and take all steps required to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee of the Indemnified Party.

Indemnity Payments. 4.1. Any indemnity payments pursuant to this Agreement shall be made by the Indemnifying Parties to the Indemnified Party in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by applicable Law or as otherwise agreed in this Agreement or in writing between the Parties). If Tax must be withheld / deducted, or any other Tax is payable in relation to indemnity payments, such additional amounts must be paid by the Indemnifying Party as may be necessary to ensure that the Indemnified Party receives a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment. 4.3. The Parties agree that the Indemnified Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment. 4.4. To the extent the payment by the Indemnifying Party of any indemnification payment pursuant to the provisions of Clause 7 (Indemnification) shall be subject to receipt of approvals from any Governmental Authority (if required), the Indemnifying Party and the Indemnified Party shall be responsible for obtaining all such approvals from any Governmental Authority and shall make all applications and take all steps required to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee of the Indemnified Party.

Indemnity Payments. 4.1. (a) Any indemnity payments made to a Buyer Indemnified Party or a Seller Indemnified Party, as applicable, pursuant to this Agreement Article 6 shall be treated as an adjustment to the aggregate Purchase Price paid or received hereunder. Any such payments to a Buyer Indemnified Party, to the extent recoverable from the Holdback Amount, shall be made by the Indemnifying Parties cancellation, retirement or release of Buyer Common Stock, and, to the Indemnified Party extent recoverable other than from the Holdback Amount, shall be made fifty percent (50%) in fullcash and fifty percent (50%) in cancellation, without any set off, counterclaim, restriction retirement or condition and without any deduction or withholding (save as may be required by applicable Law or as otherwise agreed in this Agreement or in writing between release of Buyer Common Stock; provided that to the Partiesextent a Seller does not hold sufficient Buyer Common Stock to satisfy such Seller’s obligations under Section 6.2(a). If Tax must be withheld / deducted, or any other Tax is payable in relation to indemnity payments, such additional amounts must be paid by Seller shall pay the Indemnifying Party as may be necessary to ensure that the Indemnified Party receives a net amount equal of such shortfall to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2Buyer in cash. Any indemnity such payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment. 4.3. The Parties agree that the a Seller Indemnified Party shall be indemnified made fifty percent (50%) in cash and fifty percent (50%) in issuance of Buyer Common Stock. The number of shares of Buyer Common Stock to be delivered to a Buyer Indemnified Party pursuant to this Section 6.5(a) shall be equal to: (i) the dollar value of the shares of Buyer Common Stock to be delivered pursuant to this Section 6.5(a), divided by (ii) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the Closing Date. No fractional share of Buyer Common Stock shall be deliverable pursuant to this Section 6.5(a). Instead of any fractional share of Buyer Common Stock that would otherwise be deliverable, the applicable recipient shall receive a cash payment in respect of such fractional share equal to the fraction multiplied by the Company average closing trading price noted in clause (ii) above. (b) Any indemnification to which a Buyer Indemnified Party is entitled under (i) Section 6.2(a)(i) of this Agreement (other than in connection with respect to its indemnification event (in its capacity as the Indemnifying Partyany inaccuracy in, or breach of, a Fundamental Representation) and shall be satisfied first by recouping the amount of such indemnification payment shall Loss from the Holdback Amount and (ii) otherwise under Section 6.2 may, in the Buyer’s sole discretion, be grossed-up satisfied by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a recouping all or any portion of such indemnification paymentLoss from the Holdback Amount or directly from the Sellers. The Sellers hereby grant the Buyer the right to cancel, retire and/or release shares of Buyer Common Stock pursuant to this section and notify the Buyer’s transfer agent of the foregoing. 4.4. To (c) If at the extent time the payment by the Indemnifying Party of Earn Out Payment may become due and payable there are amounts due from any indemnification payment Sellers pursuant to this Article 6 or otherwise under this Agreement (in each case, which have been determined to be due and payable in accordance herewith or which the provisions of Clause 7 (Indemnification) shall be subject to receipt of approvals from Sellers’ Representative or any Governmental Authority (if requiredSeller has acknowledged in writing are due and payable), the Indemnifying Party and the Indemnified Party Buyer shall be responsible for obtaining all permitted to offset any such approvals from any Governmental Authority amount so due and shall make all applications and take all steps required to obtain payable against the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee of the Indemnified PartyEarn Out Payment.

Indemnity Payments. 4.1. (a) Each Indemnified Party shall (i) timely compute any amounts to which it may be entitled under this Agreement; and (ii) promptly (but in no event later than within 15 Business Days from the date such Taxes are paid) provide the Indemnifying Party with a written notice of any amounts due from such Indemnifying Party accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the calculation of such amounts; provided, however, that failure to give such notice shall not affect the indemnification provided under this Agreement except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure. (b) Any indemnity payments pursuant to payment under this Agreement shall be made by become due upon the Indemnifying Parties to receipt of the Indemnified Party written notice described in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by applicable Law or as otherwise agreed in this Agreement or in writing between the PartiesSection 4.02(a). If Tax must be withheld / deducted, or any other Tax is payable in relation to indemnity payments, such additional amounts must be paid by Within 15 Business Days following the Indemnifying Party as may be necessary to ensure that the Indemnified Party receives a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment. 4.3. The Parties agree that the Indemnified Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment. 4.4. To the extent the payment receipt by the Indemnifying Party of any indemnification payment pursuant to the provisions of Clause 7 (Indemnification) shall be subject to receipt of approvals from any Governmental Authority (if required)that notice, the Indemnifying Party and shall pay to the Indemnified Party the amount shown thereon as due, together with interest computed at the Prime Rate based on the number of days from the later of (i) the date of Tax payment or (ii) the date the notice is received to the date the Indemnifying Party makes its indemnity payment. (c) For the avoidance of doubt, and without limiting the foregoing provisions of this Section 4.02, following the occurrence of a Non-Qualification Event, the payment of estimated Taxes calculated with respect to the Exchange, as well as any payment of Taxes made with respect to the Exchange required to be made on the original due date of an Indemnified Party’s Tax Return for the year that includes the Closing Date despite the fact that such Tax Return is not filed on such original due date, shall be responsible treated as the payment of Taxes for obtaining all such approvals from any Governmental Authority and shall make all applications and take all steps required to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee purposes of the Indemnified Partythis Section 4.02.

Indemnity Payments. 4.1. Any indemnity payments (a) In calculating the amount of any Damages, (i) the proceeds actually received by the Indemnified Party or any of its Affiliates under any insurance policy or pursuant to this Agreement shall any claim, recovery, settlement or payment by or against any other Person, in each case, net of any actual costs, expenses or premiums incurred in connection with securing or obtaining such proceeds will be made deducted, except to the extent that the adjustment itself would excuse, exclude or limit the coverage of all or part of such Damages, (ii) all such Damages will be reduced by the Indemnifying Parties net present value of any net Tax benefits attributable to such Damages reasonably expected by the Indemnified Party in fullits good faith discretion, without after consultation with the Indemnifying Party, to be actually utilized by the Indemnified Party or its Affiliates within the taxable year in which such damages are incurred and the following two taxable years, and (iii) any set off, counterclaim, restriction or condition and without any deduction or withholding (save payment made pursuant to this Article 9 will be treated as may be an adjustment to the price for which the Company Parent Interests are purchased by the Purchaser for all Tax purposes unless otherwise required by applicable Law or as otherwise agreed Law. In determining the taxable year in this Agreement or in writing between which, and the Parties). If Tax must extent to which, any such tax benefit is reasonably expected to be withheld / deductedutilized, or such tax benefit shall be deemed to have been utilized only after all other available tax attributes and benefits, including net operating losses and any other Tax deductions, are utilized. (b) If an Indemnified Party recovers an amount from a third party in respect of Damages that is payable in relation the subject of indemnification hereunder after all or a portion of such Damages has been paid by an Indemnifying Party pursuant to indemnity paymentsthis Article ‎9, such additional amounts must be the Indemnified Party will promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party as may be necessary to ensure in respect of such Damages, plus the amount received from the third party in respect thereof, less (ii) the full amount of Damages; provided that if the Indemnified Party receives a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment. 4.3. The Parties agree that the Indemnified Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) is Purchaser and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment. 4.4. To the extent the payment paid by the Indemnifying Party was paid from the Escrow Account and the Escrow Agreement will not yet have been terminated, Purchaser will promptly remit such recovered amount to the Escrow Account instead of any indemnification payment the Indemnifying Party. (c) Subject to Section ‎9.5(e), (i) The Indemnifying Party will pay all amounts payable pursuant to this Article ‎9, by wire transfer of immediately available cash funds in Dollars, promptly following receipt from an Indemnified Party of a xxxx for Damages that are the provisions subject of Clause 7 indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Indemnified Party, and (Indemnificationii) shall be subject to receipt of approvals from in any Governmental Authority (if required)event, the Indemnifying Party and the Indemnified Party shall be responsible for obtaining all such approvals from any Governmental Authority and shall make all applications and take all steps required will pay to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee of the Indemnified Party, by wire transfer in immediately available cash funds in Dollars, the amount of any Damages for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnifying Party’s liability therefor. A “determination” will exist when (A) the parties to the dispute have entered into a legally binding agreement with respect to the dispute, (B) a court of competent jurisdiction will have entered a final and non-appealable order or judgment, or (C) an arbitration or like panel will have rendered a final and non-appealable determination with respect to disputes the parties have agreed to submit thereto.

Indemnity Payments. 4.1. Any indemnity payments pursuant (a) All amounts payable or to this Agreement be paid to Wang or to Olivetti under Section 7.2 ("Indemnity Payments") shall be made by paid in immediately available funds within 20 Business Days after the Indemnifying Parties to the Indemnified Party in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding later of (save as may be required by applicable Law or as otherwise agreed in this Agreement or in writing between the Parties). If Tax must be withheld / deducted, or any other Tax is payable in relation to indemnity payments, such additional amounts must be paid by the Indemnifying Party as may be necessary to ensure that the Indemnified Party receives a) receipt of a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf of written request from the party entitled to such Indemnity Payment which demonstrates to the reasonable satisfaction of the party receiving such request that the party providing such request is entitled to such payment under the terms of the Agreement and (reasonably in advance b) the day of payment of the amount that is the subject of the Indemnity Payment by the party entitled to receive the Indemnity Payment. All such Indemnity Payments shall be made to the accounts and in sufficient detail the manner specified in such written notice. If the party receiving a request for an Indemnity Payment notifies the party providing such request within such 20 Business Day period that it rejects such request for an Indemnity Payment, in whole or in part, the matter shall be resolved in accordance with Section 12.12. In addition to enable the right of payment by electronic transfer in this Section 7.12(a), Wang has, at its option and without any further action, the right to be effectedpaid for any Indemnity Payment not paid by Olivetti within ten days of Olivetti becoming obligated to pay such Indemnity Payment pursuant to (a) on the Letter of Credit until the Original Amount (as defined therein) is reduced to zero or before the due date for paymentissuing bank thereof shall refuse to honor any proper draw of Wang thereunder and then (b) the Stock Escrow Agreement. 4.3. (b) The Parties agree that the amount due any Wang Tax Indemnified Party shall be indemnified by or Olivetti Tax Indemnified Party (for purposes of this provision, a "Tax Indemnified Party"), as the Company case may be, under Sections 7.2 with respect to its indemnification event any Taxes, claims or damages (in its capacity as for purposes of this 136 145 provision, a "Tax Loss") shall be determined after taking into account (i) any insurance proceeds or other indemnity payments actually received by such Tax Indemnified Party with respect to such Tax Loss at the Indemnifying Party) and time the amount of such indemnification payment shall be grossed-up obligation is determined and paid and (ii) if the Tax Indemnified Party owns, directly or indirectly, less than all of the outstanding capital stock of the Person to which such Tax Loss relates, the percentage of the outstanding capital stock of the Person to which such Tax Loss relates that is owned, directly or indirectly, by the Company Tax Indemnified Party. Tax Indemnified Parties shall use their commercially reasonable best efforts to take into account collect any insurance proceeds or other indemnity payments to which they may be entitled with respect to any Tax Loss, but the fact that collection thereto shall not be a condition to or defer the obligation of any indemnifying party under Section 7.2. If any Tax Indemnified Party as receives any insurance proceeds or other indemnity payments with respect to a shareholder of the Company may be indirectly paying a portion of Tax Loss after such indemnification payment. 4.4. To the extent the payment by the Indemnifying Party of any indemnification payment pursuant to the provisions of Clause 7 (Indemnification) shall be subject to receipt of approvals from any Governmental Authority (if required)Tax Loss has been determined and paid, the Indemnifying Party and the such Tax Indemnified Party shall be responsible for obtaining all promptly turn over such approvals from any Governmental Authority and shall make all applications and take all steps required proceeds or payments to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the indemnifying party who paid such Tax Loss) shall be paid to any Affiliate or nominee of the Indemnified Party.

Indemnity Payments. 4.1(a) Each Party acknowledges and agrees that from and after the Closing Date the sole and exclusive remedy of such Party and its Affiliates with respect to any and all claims under or relating to the Acquisition Agreements or the transactions contemplated thereby shall be pursuant to the indemnification provisions set forth in this Article XI. Any indemnity payments In furtherance of the foregoing, each Party hereby waives, and agrees to cause its Affiliates to waive, any and all rights, claims and causes of action they may have against any other Party or any Affiliate thereof arising under or based upon any statutory or common law or otherwise (except pursuant to the indemnification provisions set forth in this Article XI) to the extent relating to the Acquisition Agreements or the transactions contemplated thereby. (b) Notwithstanding anything in this Agreement to the contrary, to the extent that any Party shall have any obligation to indemnify and hold harmless any other Person under this Agreement, such obligation shall not include any obligation to indemnify any consequential, special, punitive, incidental or indirect damages whatsoever, including if such damages in any way arise out of, relate to or are a consequence of the performance or nonperformance by such Party under an Acquisition Agreement (including with respect to loss of profits, goodwill, business interruptions, anticipated savings or claims of customers), even if advised of the possibility of such damages. (c) The Parties hereto acknowledge and agree that, (i) Buyer shall not have any right to offset, deduct, counterclaim, recoup or otherwise reduce against the Purchase Price (including any portion of the Purchase Price payable by Buyer to Seller after the date of this Agreement pursuant to Section 2.3) any amounts which may be otherwise owed or may become due and owing by Seller to Buyer or any Buyer Indemnified Party, including pursuant to this Agreement or under any other Transaction Agreement and (ii) Seller shall be made by the Indemnifying Parties not have any right to the Indemnified Party in fulloffset, without any set offdeduct, counterclaim, restriction recoup or condition and without otherwise reduce against any deduction amounts owing to Buyer under the Strategic Partnership Agreement or withholding (save as the Transition Services Agreement, any amounts which may be required otherwise owed or may become due and owing by applicable Law or as otherwise agreed in this Agreement or in writing between the Parties). If Tax must be withheld / deducted, Buyer to Seller or any other Tax is payable in relation to indemnity paymentsSeller Indemnified Party, such additional amounts must be paid by the Indemnifying Party as may be necessary to ensure that the Indemnified Party receives a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties including pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for paymentunder any other Transaction Agreement. 4.3. The Parties agree that the Indemnified Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment. 4.4. To the extent the payment by the Indemnifying Party of any indemnification payment pursuant to the provisions of Clause 7 (Indemnification) shall be subject to receipt of approvals from any Governmental Authority (if required), the Indemnifying Party and the Indemnified Party shall be responsible for obtaining all such approvals from any Governmental Authority and shall make all applications and take all steps required to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee of the Indemnified Party.

Indemnity Payments. 4.1. Any indemnity payments pursuant to Payments of all amounts owing by an Indemnifying Party under this Agreement Article 12 shall be made promptly upon (i) the parties having reached an agreement in writing, (ii) an arbitration or like panel shall have rendered a final non-appealable determination with respect to disputes the parties have agreed to submit thereto, or (iii) upon a final adjudication determined by a court of competent jurisdiction in accordance with this Article 12 that an obligation is owing by the Indemnifying Parties Party to the Indemnified Party. Payments of all amounts owing by an Indemnifying Party under this Article 12 shall be made in immediately available funds and on demand; provided, however, that if the Escrow no longer includes any cash amounts (either from the Escrow Amount, the Earnout Escrow Amount, or the interest thereon), the Seller may make payments required to be made under this Article 12 through the delivery of all or a portion of the Indemnification Shares pursuant to the terms of the Escrow Agreement. Indemnification Shares shall be deemed to have a per share value equal to the average closing price of one share of Parent Common Stock on the NASDAQ Global Market for the twenty (20) trading days ending one (1) trading day prior to the date on which such indemnification claim it is finally resolved in accordance with this Article 12 that an obligation is owing by the Indemnifying Party to the Indemnified Party in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by applicable Law or as otherwise agreed in this Agreement or in writing between the Parties“Share Value”). If Tax must be withheld / deducted, or any other Tax Any payment that is payable in relation to indemnity payments, such additional amounts must be paid by the Indemnifying Party as may be necessary to ensure that the Indemnified Party receives a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf within 60 days of the party entitled to determination that such obligation is owing shall bear interest at a rate of eight percent (8%) per annum, or, if less, the payment (reasonably in advance and in sufficient detail to enable payment maximum rate permitted by electronic transfer to be effected) on or before the due date for payment. 4.3Applicable Laws. The Parties agree that the Indemnified Share Value has been agreed upon solely for the purpose of satisfying indemnification claims hereunder and that such Share Value may not be the fair market value of each share of Parent Common Stock on such relevant date. The Indemnifying Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that reimburse the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment. 4.4. To the extent the payment by the Indemnifying Party for any and all actual and reasonable costs or expenses of any indemnification nature or kind whatsoever (including reasonable attorneys’ fees) incurred as the prevailing party in seeking to collect payment under this Article 12, and no limitation in Section 12.5 shall apply to such reimbursement paid or to be paid pursuant to the provisions of Clause 7 (Indemnification) shall be subject to receipt of approvals from any Governmental Authority (if required), the Indemnifying Party and the Indemnified Party shall be responsible for obtaining all such approvals from any Governmental Authority and shall make all applications and take all steps required to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee of the Indemnified Partythis Section 12.6.

Indemnity Payments. 4.1If any payment by one party under an indemnity in this Agreement is subject to corporation tax (or any tax replacing it) in the hands of the recipient, the recipient may demand in writing to the party making the payment that the payment shall be increased by such amount as would ensure that, after taking into account any such tax payable in respect of such additional amount, the recipient receives and retains a net sum equal to the amount it would have otherwise received had the payment not been subject to such tax. Any indemnity payments The party making the payment shall pay such additional amount within ten (10) Business Days of receipt of such demand. 38WARRANTIES [TO BE COMPLETED]49 39INSURANCE hubco Insurances50 hubco shall, at its own cost, take out the Insurances, details of which are set out in Section 1 of Schedule Part 12 (Insurance Requirements), prior to the commencement of the Works and maintain for the periods specified in Section 1 of Schedule Part 12 (Insurance Requirements). Without prejudice to the other provisions of this Clause 39 (Insurance) hubco shall, at all relevant times, at its own cost, effect and maintain in full force any insurances which it is required to effect by any applicable Law. [In addition, hubco shall discharge all its obligations under the Insurance Act 2015 when placing, renewing, maintaining or amending any of the Insurances referred to in Clauses 39.1 and 39.2, including complying with the duty of fair presentation to insurers, and taking the actions needed to protect the Authority’s separate interests where appropriate.] All Insurances referred to in Clause 39.1 shall:- be maintained in the names of the parties specified in Schedule Part 12 (Insurance Requirements) and shall be composite policies of insurance (and not joint) unless stated otherwise in Schedule Part 12 (Insurance Requirements)); be placed with insurers who are acceptable to the Authority (such acceptance not to be unreasonably withheld or delayed); in so far as they relate to damage to assets (including the Facilities), cover the same for the full reinstatement value; comply with the relevant provisions of Section 1 of Schedule Part 12 (Insurance Requirements); and provide for 30 days prior written notice of their cancellation, non–renewal or amendment to be given to the Authority in accordance with Endorsement 1 in Section 3 (Endorsements) of Schedule Part 12 (Insurance Requirements). hubco shall ensure that its brokers give the Authority a letter of undertaking in the form set out in Section 4 (Xxxxxx’s Letter of Undertaking) of Schedule Part 12 (Insurance Requirements) at Financial Close. hubco shall:- [procure that all policies of insurance to be effected by it pursuant to this Agreement Clause shall be contain a provision to the effect that the insurers have agreed to waive all rights of subrogation against the Authority (and all Authority Parties) in accordance with Endorsement 2 in Section 3 (Endorsements) of Schedule Part 12 (Insurance Requirements) 51]; and [provide for non‑vitiation protection in respect of any claim made by the Indemnifying Parties Authority as co‑insured in accordance with Endorsement [2] in Section 3 (Endorsements) of Schedule Part 12 (Insurance Requirements);]52 provided that, to avoid doubt, this Clause 39.5 shall not by itself prevent hubco from claiming against the Indemnified Party in full, without Authority (or any set off, counterclaim, restriction Authority Party) under an express provision of this Agreement for any loss or condition and without any deduction or withholding (save as may be required damage not covered because of the level of deductibles under such insurance permitted by applicable Law or as otherwise agreed in this Agreement or to the extent such loss or damage exceeds the maximum of such insurance required by this Agreement. Neither party shall take any action or fail to take any reasonable action or (in writing between so far as it is reasonably within its power) permit or allow others to take or fail to take any action (including failure to disclose any fact) as a result of which any of the PartiesInsurances may be rendered void, voidable, unenforceable or suspended or impaired in whole or in part or which may otherwise render any sum paid out under any relevant policy repayable in whole or in part. Not less than thirty (30) Business Days prior to the amendment or expiry of any relevant insurance policy, hubco shall submit to the Authority a request for approval from the Authority of the insurer and the principal terms and conditions of such insurance policy (and any revision to such terms and conditions or change in identity of such insurer), such approval not to be unreasonably withheld or delayed. hubco shall provide to the Authority:- copies on request of all insurance policies referred to in Clauses 39.1 to 39.3 (together with any other information reasonably requested by the Authority relating to such insurance policies) and the Authority shall be entitled to inspect them during ordinary business hours; and evidence that the premiums payable under all insurance policies have been paid and that the Insurances are in full force and effect in accordance with the requirements of this Clause 39 (Insurance) and Schedule Part 12 (Insurance Requirements). If Tax must be withheld / deducted, or any other Tax is payable Renewal certificates in relation to indemnity payments, such additional amounts must the Insurances shall be paid by the Indemnifying Party obtained as may be and when necessary to ensure that the Indemnified Party receives and copies (certified in a net amount equal manner acceptable to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment. 4.3. The Parties agree that the Indemnified Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment. 4.4. To the extent the payment by the Indemnifying Party of any indemnification payment pursuant to the provisions of Clause 7 (IndemnificationAuthority) shall be subject forwarded to receipt the Authority as soon as possible but in any event within 20 Business Days of approvals from any Governmental Authority (if required)the renewal date. If hubco defaults in insuring or continuing to maintain the Insurances, the Indemnifying Party Authority may insure against any risk in respect of which such default has occurred and the Indemnified Party shall be responsible for obtaining all such approvals recover any premiums from any Governmental Authority and shall make all applications and take all steps required to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee of the Indemnified Partyhubco as a debt.

Indemnity Payments. 4.1. Any indemnity payments payment pursuant to a claim for indemnification under this Agreement Article VI shall be made by release of an appropriate portion of the Indemnifying Parties Stock Payment or wire transfer or delivery of other immediately available funds to the Indemnified Party in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by applicable Law or as otherwise agreed in this Agreement or in writing between the Parties). If Tax must be withheld / deducted, or any other Tax is payable in relation to indemnity payments, such additional amounts must be paid by the Indemnifying Party as may be necessary to ensure that the Indemnified Party receives a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the an account specified designated by the Indemnified Party on behalf of the party entitled to the payment no later than thirty (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected30) on or before the due date for payment. 4.3. The Parties agree that the Indemnified Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment. 4.4. To the extent the payment days after receipt by the Indemnifying Party of any indemnification payment pursuant to the provisions of Clause 7 (Indemnification) shall be subject to receipt of approvals written notice from any Governmental Authority (if required), the Indemnifying Party and the Indemnified Party stating the amount of the claim, unless the claim is subject to defense or dispute as provided in this Article VI hereof, in which case payment shall be responsible made not later than thirty (30) business days after the amount of the claim is finally determined in accordance therewith. The Indemnifying Party shall reimburse the Indemnified Party for obtaining any and all reasonable costs or expenses of any nature or kind whatsoever (including all reasonable attorneys’ fees) incurred in seeking to collect such approvals Losses. If any disputed claim is resolved by litigation after the rendering of a judgment or order from a court of competent jurisdiction, the non-prevailing party in such dispute shall promptly reimburse the prevailing party for any and all reasonable out-of-pocket costs or expenses (including all reasonable attorneys’ fees) incurred as a result of such litigation, in addition to any other costs or expenses such party may be obligated to pay pursuant the terms of this Agreement. Notwithstanding anything to the contrary contained herein, with respect to any payment required under this Article VI to be made to a Buyer Indemnified Party, except as otherwise provided in this Agreement, the Buyer may only seek payment of Damages from the Stock Payment; provided that for any matter not subject to the limitation set forth in the first clause of Section 6.3(a), Buyer shall first seek payment of Damages from the Stock Payment, then from any Governmental Authority and shall make all applications and take all steps required Deferred Transaction Consideration that has been earned but is unpaid, as finally determined pursuant to obtain the same. AlternativelySection 1.2(e), if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to before pursuing any Affiliate or nominee of the Indemnified Partyother remedies against any Stockholder.

Indemnity Payments. 4.1. Any indemnity payments (a) In calculating the amount of any Damages, (i) the proceeds actually received by the Indemnified Party or any of its Affiliates under any insurance policy or pursuant to this Agreement shall any claim, recovery, settlement or payment by or against any other Person, in each case, net of any actual costs, expenses or premiums incurred in connection with securing or obtaining such proceeds will be made deducted, except to the extent that the adjustment itself would excuse, exclude or limit the coverage of all or part of such Damages, (ii) all such Damages will be reduced by the Indemnifying Parties net present value of any net Tax benefits attributable to such Damages reasonably expected by the Indemnified Party in fullits good faith discretion, without after consultation with the Indemnifying Party, to be actually utilized by the Indemnified Party or its Affiliates within the taxable year in which such damages are incurred and the following two taxable years, and (iii) any set off, counterclaim, restriction or condition and without any deduction or withholding (save payment made pursuant to this Article 9 will be treated as may be an adjustment to the price for which the Company Parent Interests are purchased by the Purchaser for all Tax purposes unless otherwise required by applicable Law or as otherwise agreed Law. In determining the taxable year in this Agreement or in writing between which, and the Parties). If Tax must extent to which, any such tax benefit is reasonably expected to be withheld / deductedutilized, or such tax benefit shall be deemed to have been utilized only after all other available tax attributes and benefits, including net operating losses and any other Tax deductions, are utilized. (b) If an Indemnified Party recovers an amount from a third party in respect of Damages that is payable in relation the subject of indemnification hereunder after all or a portion of such Damages has been paid by an Indemnifying Party pursuant to indemnity paymentsthis Article ‎9, such additional amounts must be the Indemnified Party will promptly remit to the Indemnifying Party the excess (if any) of (i) the amount paid by the Indemnifying Party as may be necessary to ensure in respect of such Damages, plus the amount received from the third party in respect thereof, less (ii) the full amount of Damages; provided that if the Indemnified Party receives a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf of the party entitled to the payment (reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected) on or before the due date for payment. 4.3. The Parties agree that the Indemnified Party shall be indemnified by the Company with respect to its indemnification event (in its capacity as the Indemnifying Party) is Purchaser and the amount of such indemnification payment shall be grossed-up by the Company to take into account the fact that the Indemnified Party as a shareholder of the Company may be indirectly paying a portion of such indemnification payment. 4.4. To the extent the payment paid by the Indemnifying Party was paid from the Escrow Account and the Escrow Agreement will not yet have been terminated, Purchaser will promptly remit such recovered amount to the Escrow Account instead of any indemnification payment the Indemnifying Party. (c) Subject to Section ‎9.5(e), (i) The Indemnifying Party will pay all amounts payable pursuant to this Article ‎9, by wire transfer of immediately available cash funds in Dollars, promptly following receipt from an Indemnified Party of a bxxx for Damages that are the provisions subject of Clause 7 indemnification hereunder, unless the Indemnifying Party in good faith reasonably disputes the Damages, in which event it will promptly notify the Indemnified Party, and (Indemnificationii) shall be subject to receipt of approvals from in any Governmental Authority (if required)event, the Indemnifying Party and the Indemnified Party shall be responsible for obtaining all such approvals from any Governmental Authority and shall make all applications and take all steps required will pay to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the Loss) shall be paid to any Affiliate or nominee of the Indemnified Party, by wire transfer in immediately available cash funds in Dollars, the amount of any Damages for which it is liable hereunder no later than three days following any determination of such Damages and the Indemnifying Party’s liability therefor. A “determination” will exist when (A) the parties to the dispute have entered into a legally binding agreement with respect to the dispute, (B) a court of competent jurisdiction will have entered a final and non-appealable order or judgment, or (C) an arbitration or like panel will have rendered a final and non-appealable determination with respect to disputes the parties have agreed to submit thereto.

Indemnity Payments. 4.1. Any indemnity payments pursuant (a) All amounts payable or to this Agreement be paid to Wang or to Olivetti under Section 7.2 ("Indemnity Payments") shall be made by paid in immediately available funds within 20 Business Days after the Indemnifying Parties to the Indemnified Party in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding later of (save as may be required by applicable Law or as otherwise agreed in this Agreement or in writing between the Parties). If Tax must be withheld / deducted, or any other Tax is payable in relation to indemnity payments, such additional amounts must be paid by the Indemnifying Party as may be necessary to ensure that the Indemnified Party receives a) receipt of a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 4.2. Any indemnity payments made by the Indemnifying Parties pursuant to this Agreement shall be effected by crediting for same day value the account specified by the Indemnified Party on behalf of written request from the party entitled to such Indemnity Payment which demonstrates to the reasonable satisfaction of the party receiving such request that the party providing such request is entitled 134 143 to such payment under the terms of the Agreement and (reasonably in advance b) the day of payment of the amount that is the subject of the Indemnity Payment by the party entitled to receive the Indemnity Payment. All such Indemnity Payments shall be made to the accounts and in sufficient detail the manner specified in such written notice. If the party receiving a request for an Indemnity Payment notifies the party providing such request within such 20 Business Day period that it rejects such request for an Indemnity Payment, in whole or in part, the matter shall be resolved in accordance with Section 12.12. In addition to enable the right of payment by electronic transfer in this Section 7.12(a), Wang has, at its option and without any further action, the right to be effectedpaid for any Indemnity Payment not paid by Olivetti within ten days of Olivetti becoming obligated to pay such Indemnity Payment pursuant to (a) on the Letter of Credit until the Original Amount (as defined therein) is reduced to zero or before the due date for paymentissuing bank thereof shall refuse to honor any proper draw of Wang thereunder and then (b) the Stock Escrow Agreement. 4.3. (b) The Parties agree that the amount due any Wang Tax Indemnified Party shall be indemnified by or Olivetti Tax Indemnified Party (for purposes of this provision, a "Tax Indemnified Party"), as the Company case may be, under Sections 7.2 with respect to its indemnification event any Taxes, claims or damages (in its capacity as for purposes of this provision, a "Tax Loss") shall be determined after taking into account (i) any insurance proceeds or other indemnity payments actually received by such Tax Indemnified Party with respect to such Tax Loss at the Indemnifying Party) and time the amount of such indemnification payment shall be grossed-up obligation is determined and paid and (ii) if the Tax Indemnified Party owns, directly or indirectly, less than all of the outstanding capital stock of the Person to which such Tax Loss relates, the percentage of the outstanding capital stock of the Person to which such Tax Loss relates that is owned, directly or indirectly, by the Company Tax Indemnified Party. Tax Indemnified Parties shall use their commercially reasonable best efforts to take into account collect any insurance proceeds or other indemnity payments to which they may be entitled with respect to any Tax Loss, but the fact that collection thereto shall not be a condition to or defer the obligation of any indemnifying party under Section 7.2. If any Tax Indemnified Party as receives any insurance proceeds or other indemnity payments with respect to a shareholder of the Company may be indirectly paying a portion of Tax Loss after such indemnification payment. 4.4. To the extent the payment by the Indemnifying Party of any indemnification payment pursuant to the provisions of Clause 7 (Indemnification) shall be subject to receipt of approvals from any Governmental Authority (if required)Tax Loss has been determined and paid, the Indemnifying Party and the such Tax Indemnified Party shall be responsible for obtaining all promptly 135 144 turn over such approvals from any Governmental Authority and shall make all applications and take all steps required proceeds or payments to obtain the same. Alternatively, if mutually agreed between the Parties, with both Parties acting reasonably, the claim amount (that is, the indemnifying party who paid such Tax Loss) shall be paid to any Affiliate or nominee of the Indemnified Party.