Common use of Obligation of Buyer to Indemnify Clause in Contracts

Obligation of Buyer to Indemnify. (a) Subject to the terms and conditions of this Article VII, from and after the Closing, Hammonton Farms and Teichert agree jointly and severally to indemnify Seller, its Affiliates and their respective managers, officers, directors, employees, advisors (including attorneys, accountants, consultants and financial advisors), equityholders, successors, assigns, agents and representatives (collectively, the “Seller Indemnified Parties”) in respect of, and hold the Seller Indemnified Parties harmless against, any and all Losses, based upon, resulting from or otherwise in respect of: (i) any breach of any representation or warranty made by Buyer in Article V; or (ii) any breach or nonperformance of any covenants or agreements of Buyer in this Agreement to be performed after the Closing. (b) The obligation of Buyer to indemnify the Seller Indemnified Parties for Losses pursuant to this Section 7.3 is subject to the following limitations: (i) Buyer shall not be required to provide indemnification to any Seller Indemnified Party pursuant to Section 7.3(a)(i) unless the aggregate amount of Losses incurred by all the Seller Indemnified Parties in respect of any claim against Buyer for indemnification under Section 7.3(a)(i) exceeds the Deductible, and then the Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 7.3(a)(i) for only the amount in excess of the Deductible; provided, however, that Buyer shall not have any indemnification obligations pursuant to Section 7.3(a)(i) with respect to any claim that is a De Minimis Claim regardless of whether or not the aggregate amount of all Losses has exceeded the Deductible (it being understood that Losses incurred with respect to any De Minimis Claim shall be a deductible for which Buyer shall bear no indemnification obligations and such Losses shall not be taken into account in determining whether the Deductible has been satisfied); and (ii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 7.3(a)(i) exceed the Cap. The limitations set forth in this Section 7.3(b) shall not apply in respect of any claims for indemnification with respect to Fraud or the Fundamental Buyer Representations or pursuant to Section 7.3(a)(ii). Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer be obligated to indemnify the Seller Indemnified Parties pursuant to this Section 7.3 for any amounts that, in the aggregate, exceed the Base Purchase Price.

Obligation of Buyer to Indemnify. (a) Subject to Buyer shall indemnify, defend and hold harmless the terms Seller and conditions of this Article VII, from and after the Closing, Hammonton Farms and Teichert agree jointly and severally to indemnify Seller, its Affiliates Principals and their respective managers, officers, directors, employees, advisors (including attorneys, accountants, consultants shareholders and financial advisors), equityholders, successors, assigns, agents and representatives affiliates (collectively, the “"Seller Indemnified Parties”") in respect of, from and hold the Seller Indemnified Parties harmless against, against any and all Losses, based upon, resulting from or otherwise in Losses with respect of: to the following: (i1) any breach of any representation or warranty made by of Buyer contained in Article V; this Agreement or in any other Transaction Document (iia "Buyer Failure of Representation"); (2) any breach of or nonperformance of failure to perform any covenants covenant, agreement or agreements obligation of Buyer contained in this Agreement to be performed after the Closing.or in any other Transaction Document (a "Buyer Failure of Covenant"); (b3) The obligation of Buyer to indemnify the Seller Indemnified Parties for Losses pursuant to this Section 7.3 is subject to the following limitations: all Specified Liabilities; (i4) Buyer shall not be required to provide indemnification to any claim or Proceeding brought by any Person against any Seller Indemnified Party pursuant after the Closing asserting any Liability of the business of the Buyer or any of its Subsidiaries or the Assets arising from any event, fact or circumstance arising out of or relating to Section 7.3(a)(ithe ownership or operation of the business of the Buyer or any of its Subsidiaries or the Assets by Buyer after the Closing (a "Post-Closing Activity Loss"); and/or (5) unless any untrue or alleged untrue statement of a material fact contained in the aggregate amount Registration Statement, any Prospectus or any form of Losses incurred by all prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements or omissions are based solely upon information regarding such Seller Indemnified Parties in respect of any claim against Buyer for indemnification under Section 7.3(a)(i) exceeds the Deductible, and then the Party or such Seller Indemnified Parties shall be entitled Party's proposed method of distribution of Shares, in each case, furnished in writing to indemnification pursuant to Section 7.3(a)(i) for only the amount in excess of the Deductible; provided, however, that Buyer shall not have any indemnification obligations pursuant to Section 7.3(a)(i) with respect to any claim that is a De Minimis Claim regardless of whether or not the aggregate amount of all Losses has exceeded the Deductible (it being understood that Losses incurred with respect to any De Minimis Claim shall be a deductible for which Buyer shall bear no indemnification obligations and by such Losses shall not be taken into account in determining whether the Deductible has been satisfied); and (ii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 7.3(a)(i) exceed the Cap. The limitations set forth in this Section 7.3(b) shall not apply in respect of any claims Party expressly for indemnification with respect to Fraud or the Fundamental Buyer Representations or pursuant to Section 7.3(a)(ii). Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer be obligated to indemnify the Seller Indemnified Parties pursuant to this Section 7.3 for any amounts that, in the aggregate, exceed the Base Purchase Priceuse therein.

Obligation of Buyer to Indemnify. (a) Subject to the terms Buyer shall indemnify and conditions of this Article VIIhold harmless Sellers, from and after the Closing, Hammonton Farms and Teichert agree jointly and severally to indemnify Seller, its Affiliates and their respective managers, affiliates and its respective officers, directors, employees, advisors (including agents, controlling persons, attorneys, accountants, consultants successors and financial advisors), equityholders, successors, assigns, agents and representatives assigns (collectively, the each a “Seller Indemnified PartiesIndemnitee”) in respect of, from and hold the Seller Indemnified Parties harmless against, any and against all Losses, Losses based upon, resulting from arising out of, or otherwise in respect of: of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement, or (ii) breach by Buyer of any covenant or agreement contained in this Agreement; provided, however, that the foregoing indemnification will not, as to any Seller Indemnitee, apply to losses, claims, damages, liabilities or expenses to the extent that they are based upon or arise out of (i) any breach of any representation or warranty made this Agreement by Buyer in Article V; such Seller Indemnitee or (ii) bad faith, gross negligence or willful misconduct on the part of such Seller Indemnitee. If for any breach reason the foregoing indemnification is unavailable to any Seller Indemnitee or nonperformance of any covenants or agreements of insufficient to hold it harmless, then Buyer in this Agreement to be performed after the Closing. (b) The obligation of Buyer to indemnify the Seller Indemnified Parties for Losses pursuant to this Section 7.3 is shall, subject to the following limitations: (i) Buyer shall not be required to provide indemnification to any Seller Indemnified Party pursuant to Section 7.3(a)(i) unless the aggregate amount of Losses incurred by all the Seller Indemnified Parties in respect of any claim against Buyer for indemnification under Section 7.3(a)(i) exceeds the Deductible, and then the Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 7.3(a)(i) for only the amount in excess of the Deductible; provided, however, that Buyer shall not have any indemnification obligations pursuant to Section 7.3(a)(i) with respect to any claim that is a De Minimis Claim regardless of whether or not the aggregate amount of all Losses has exceeded the Deductible (it being understood that Losses incurred with respect to any De Minimis Claim shall be a deductible for which Buyer shall bear no indemnification obligations and such Losses shall not be taken into account in determining whether the Deductible has been satisfied); and (ii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 7.3(a)(i) exceed the Cap. The limitations limitation set forth in Section 8(e), contribute to the amount paid or payable by such Seller Indemnitee as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by Buyer on the one hand and such Seller Indemnitee on the other hand but also the relative fault of Buyer, on the one hand, and such Seller Indemnitee, on the other hand, as well as any relevant equitable considerations. The indemnity, reimbursement and contribution obligations of Buyer under this Section 7.3(b) 8 shall not apply be in respect addition to any liability that Buyer may otherwise have to a Seller Indemnitee and shall be binding upon and inure to the benefit of any claims for indemnification with respect to Fraud or the Fundamental successors, assigns, heirs and personal representatives of Buyer Representations or pursuant to Section 7.3(a)(ii). Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer be obligated to indemnify the and any Seller Indemnified Parties pursuant to this Section 7.3 for any amounts that, in the aggregate, exceed the Base Purchase PriceIndemnitee.

Obligation of Buyer to Indemnify. (a) Subject to the terms limitations set forth in Sections 9.1 and conditions of this Article VII9.6, Buyer shall indemnify, defend and hold harmless Seller and its directors, officers, employees, Affiliates, and their respective successors and assigns, from and after the Closing, Hammonton Farms and Teichert agree jointly and severally to indemnify Seller, its Affiliates and their respective managers, officers, directors, employees, advisors (including attorneys, accountants, consultants and financial advisors), equityholders, successors, assigns, agents and representatives (collectively, the “Seller Indemnified Parties”) in respect of, and hold the Seller Indemnified Parties harmless against, against any and all Losses, Loss incurred by any of them based upon, resulting from upon or otherwise in respect of: arising out of (i) any breach of any representation or warranty made by Buyer in Article Vthis Agreement; or (ii) any breach or nonperformance of any covenants representation or agreements of warranty made by Buyer in this Agreement as if such representation or warranty were made as of the Closing Date; (iii) the failure by Buyer to perform any unwaived covenant or agreement in this Agreement on its part to be performed after the Closing. (b) The obligation of Buyer to indemnify the Seller Indemnified Parties for Losses pursuant to this Section 7.3 is subject to the following limitations: (i) Buyer shall not be required to provide indemnification to any Seller Indemnified Party pursuant to Section 7.3(a)(i) unless the aggregate amount of Losses incurred by all the Seller Indemnified Parties in respect of any claim against Buyer for indemnification under Section 7.3(a)(i) exceeds the Deductible, and then the Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 7.3(a)(i) for only the amount in excess of the Deductible; provided, however, that Buyer shall not have any indemnification obligations pursuant to Section 7.3(a)(i) with respect to any claim that is a De Minimis Claim regardless of whether or not the aggregate amount of all Losses has exceeded the Deductible (it being understood that Losses incurred with respect to any De Minimis Claim shall be a deductible for which Buyer shall bear no indemnification obligations and such Losses shall not be taken into account in determining whether the Deductible has been satisfied)performed; and (iiiv) in no event shall any and all claims, actions or proceedings by any party to the aggregate amount of Losses for which Buyer is obligated to indemnify Securities Purchase Agreement or any other Securities Purchase Documents, such party’s successors or assigns, or the Seller Indemnified Parties pursuant to Section 7.3(a)(i) exceed the Cap. The limitations set forth in this Section 7.3(b) shall not apply in respect shareholders, partners, members, directors, officers or employees of any claims for indemnification such party or successor or assign, which are based upon or arise out of the execution, delivery and/or performance of the Security Purchase Agreement or any other Securities Purchase Documents and/or the consummation of any other financing transactions, the proceeds of which are used to finance Buyer’s payment obligations under this Agreement or any other Buyer Transaction Document; provided that such covenant or agreement survives the Closing Date in accordance with respect to Fraud or the Fundamental Buyer Representations or pursuant to Section 7.3(a)(ii)9.1. Notwithstanding anything to the contrary in the preceding clause (iv) of this AgreementSection, such clause (iv) shall not be deemed to preclude or prohibit Buyer from asserting any claim, action or proceeding or to require Buyer to indemnify, defend and hold harmless Seller and its directors, officers, employees, Affiliates, and their respective successors and assigns, from and against any claim, action or proceeding, which (i) is asserted or commenced by Buyer against Seller, (ii) is based upon or arises out of the execution, delivery and/or performance of the Security Purchase Agreement or any other Securities Purchase Documents and/or the consummation of any other financing transactions, the proceeds of which are used to finance Buyer’s payment obligations under this Agreement or any other Buyer Transaction Document, (iii) is not a shareholders derivative claim, action or proceeding or a claim, action, or proceeding wherein Buyer is a nominal party or is not the real party in no event shall interest, and (iv) is not a cross claim, action or proceeding or an impleader claim, action or proceeding or any other claim, action or proceeding whereby Buyer be obligated seeks to indemnify the hold Seller Indemnified Parties pursuant to this Section 7.3 responsible for any amounts that, in the aggregate, exceed the Base Purchase Priceliability that has been imposed or is sought to be imposed upon Buyer by one or more third parties.

Obligation of Buyer to Indemnify. (a) Subject to the terms and conditions of this Article VIIIX, from and after the Closing, Hammonton Farms and Teichert agree jointly and severally Buyer agrees to indemnify Seller, its Affiliates and their respective managers, officers, directors, employees, advisors (including attorneys, accountants, consultants and financial advisors), equityholders, successors, assigns, agents and representatives (collectively, the “Seller Indemnified Parties”) in respect of, and hold the Seller Indemnified Parties harmless against, any and all Losses, based upon, resulting from or otherwise in respect of: (i) any breach of any representation or warranty made by Buyer in Article VV as of the Closing Date as if such representation or warranty were made again at the Closing Date (or, if made as of a specific date, as of such specified date); or (ii) any breach or nonperformance of any covenants or agreements of Buyer in this Agreement to be performed after the Closing. (b) The obligation of Buyer to indemnify the Seller Indemnified Parties for Losses pursuant to this Section 7.3 is subject to the following limitations: (i) Buyer shall not be required to provide indemnification to any Seller Indemnified Party pursuant to Section 7.3(a)(i9.3(a)(i) (other than with respect to fraud or the Fundamental Buyer Representations) unless the aggregate amount of Losses incurred by all the Seller Indemnified Parties in respect of any claim against Buyer for indemnification under Section 7.3(a)(i9.3(a)(i) (other than with respect to fraud or the Fundamental Buyer Representations) exceeds the Deductible$1,550,000, and then the Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 7.3(a)(i9.3(a)(i) (other than with respect to fraud or the Fundamental Buyer Representations) for only the amount in excess of the Deductiblesuch amount; provided, however, that Buyer shall not have any indemnification obligations pursuant to Section 7.3(a)(i) with respect to any claim that is a De Minimis Claim regardless of whether or not the aggregate amount of all Losses has exceeded the Deductible (it being understood that Losses incurred with respect to any De Minimis Claim shall be a deductible for which Buyer shall bear no indemnification obligations and such Losses shall not be taken into account in determining whether the Deductible has been satisfied); and (ii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 7.3(a)(i9.3(a)(i) exceed the Cap. The limitations set forth in of this Section 7.3(b) shall not apply in respect of any claims for indemnification Agreement (other than with respect to Fraud fraud or the Fundamental Buyer Representations or pursuant to Section 7.3(a)(ii). Notwithstanding anything to the contrary in this Agreement, Representations) exceed $15,500,000; (iii) in no event shall the aggregate amount of Losses incurred or suffered by any Seller Indemnified Party for which Buyer be is obligated to indemnify the Seller Indemnified Parties pursuant to this Section 7.3 for any amounts that, in 9.3(a)(i) with respect to the aggregate, Fundamental Buyer Representations and Section 9.3(a)(ii) (other than with respect to fraud) exceed the Base Purchase Price; and (iv) except in the case of fraud, in no event shall Buyer be required to provide indemnification to any Seller Indemnified Party for any single claim or aggregated claims arising out of substantially the same events or circumstances pursuant to Section 9.3 unless the amount of such claim or aggregated claims arising out of substantially the same events or circumstances exceeds the De Minimis Amount (and the amount of Losses with respect to such claims that do not exceed the De Minimis Amount shall not be aggregated for purposes of the foregoing clauses (i), (ii) and (iii)).

Obligation of Buyer to Indemnify. (a) Subject to Buyer shall indemnify, defend and hold harmless the terms Sellers and conditions of this Article VII, from and after the Closing, Hammonton Farms and Teichert agree jointly and severally to indemnify Seller, its Affiliates Principals and their respective managers, officers, directors, employees, advisors (including attorneys, accountants, consultants shareholders and financial advisors), equityholders, successors, assigns, agents and representatives affiliates (collectively, the “"Seller Indemnified Parties”") in respect of, from and hold the Seller Indemnified Parties harmless against, against any and all Losses, based upon, resulting from or otherwise in Losses with respect of: to the following: (i1) any breach of any representation or warranty made by of Buyer contained in Article V; this Agreement or in any other Transaction Document (iia "Buyer Failure of Representation"); (2) any breach of or nonperformance of failure to perform any covenants covenant, agreement or agreements obligation of Buyer contained in this Agreement to be performed after the Closing.or in any other Transaction Document (a "Buyer Failure of Covenant"); (b3) The obligation of Buyer to indemnify the Seller Indemnified Parties for Losses pursuant to this Section 7.3 is subject to the following limitations: all Specified Liabilities (ia "Specified Liability Loss"); (4) Buyer shall not be required to provide indemnification to any claim or Proceeding brought by any Person against any Seller Indemnified Party pursuant after the Closing asserting any Liability of the business of the Buyer or any of its Subsidiaries or the Assets arising from any event, fact or circumstance arising out of or relating to Section 7.3(a)(ithe ownership or operation of the business of the Buyer or any of its Subsidiaries or the Assets by Buyer after the Closing (a "Post-Closing Activity Loss"); and/or (5) unless any untrue or alleged untrue statement of a material fact contained in the aggregate amount Registration Statement, any Prospectus or any form of Losses incurred by all prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements or omissions are based solely upon information regarding such Seller Indemnified Parties in respect of any claim against Buyer for indemnification under Section 7.3(a)(i) exceeds the Deductible, and then the Party or such Seller Indemnified Parties shall be entitled Party's proposed method of distribution of Shares, in each case, furnished in writing to indemnification pursuant to Section 7.3(a)(i) for only the amount in excess of the Deductible; provided, however, that Buyer shall not have any indemnification obligations pursuant to Section 7.3(a)(i) with respect to any claim that is a De Minimis Claim regardless of whether or not the aggregate amount of all Losses has exceeded the Deductible (it being understood that Losses incurred with respect to any De Minimis Claim shall be a deductible for which Buyer shall bear no indemnification obligations and by such Losses shall not be taken into account in determining whether the Deductible has been satisfied); and (ii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 7.3(a)(i) exceed the Cap. The limitations set forth in this Section 7.3(b) shall not apply in respect of any claims Party expressly for indemnification with respect to Fraud or the Fundamental Buyer Representations or pursuant to Section 7.3(a)(ii). Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer be obligated to indemnify the Seller Indemnified Parties pursuant to this Section 7.3 for any amounts that, in the aggregate, exceed the Base Purchase Priceuse therein.

Obligation of Buyer to Indemnify. (a) Subject to the terms Buyer shall indemnify and conditions of this Article VIIhold harmless Sellers, from and after the Closing, Hammonton Farms and Teichert agree jointly and severally to indemnify Seller, its Affiliates and their respective managers, affiliates and its respective officers, directors, employees, advisors (including agents, controlling persons, attorneys, accountants, consultants successors and financial advisors), equityholders, successors, assigns, agents and representatives assigns (collectively, the each an “Seller Indemnified PartiesIndemnitee”) in respect of, from and hold the Seller Indemnified Parties harmless against, any and against all Losses, Losses based upon, resulting from arising out of, or otherwise in respect of: of any (i) inaccuracy in any representation or warranty of Buyer contained in this Agreement, or (ii) breach by Buyer of any covenant or agreement contained in this Agreement; provided, however, that the foregoing indemnification will not, as to any Seller Indemnitee, apply to losses, claims, damages, liabilities or expenses to the extent that they are based upon or arise out of (i) any breach of any representation or warranty made this Agreement by Buyer in Article V; such Seller Indemnitee or (ii) bad faith, negligence or willful misconduct on the part of such Seller Indemnitee. If for any breach reason the foregoing indemnification is unavailable to any Seller Indemnitee or nonperformance of any covenants or agreements of insufficient to hold it harmless, then Buyer in this Agreement to be performed after the Closing. (b) The obligation of Buyer to indemnify the Seller Indemnified Parties for Losses pursuant to this Section 7.3 is shall, subject to the following limitations: (i) Buyer shall not be required to provide indemnification to any Seller Indemnified Party pursuant to Section 7.3(a)(i) unless the aggregate amount of Losses incurred by all the Seller Indemnified Parties in respect of any claim against Buyer for indemnification under Section 7.3(a)(i) exceeds the Deductible, and then the Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 7.3(a)(i) for only the amount in excess of the Deductible; provided, however, that Buyer shall not have any indemnification obligations pursuant to Section 7.3(a)(i) with respect to any claim that is a De Minimis Claim regardless of whether or not the aggregate amount of all Losses has exceeded the Deductible (it being understood that Losses incurred with respect to any De Minimis Claim shall be a deductible for which Buyer shall bear no indemnification obligations and such Losses shall not be taken into account in determining whether the Deductible has been satisfied); and (ii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 7.3(a)(i) exceed the Cap. The limitations limitation set forth in Section 8(e), contribute to the amount paid or payable by such Seller Indemnitee as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits received by Buyer on the one hand and such Seller Indemnitee on the other hand but also the relative fault of Buyer, on the one hand, and such Seller Indemnitee, on the other hand, as well as any relevant equitable considerations. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 7.3(b) 8 shall not apply be in respect addition to any liability that Buyer may otherwise have to a Seller Indemnitee and shall be binding upon and inure to the benefit of any claims for indemnification with respect to Fraud or the Fundamental successors, assigns, heirs and personal representatives of Buyer Representations or pursuant to Section 7.3(a)(ii). Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer be obligated to indemnify the and any Seller Indemnified Parties pursuant to this Section 7.3 for any amounts that, in the aggregate, exceed the Base Purchase PriceIndemnitee.

Obligation of Buyer to Indemnify. (a) Subject to the terms -------------------------------- limitations and conditions expiration dates contained in Section 9 hereof and to this Section 10, Buyer shall indemnify, defend and hold harmless the Shareholder and his heirs, legal beneficiaries and permitted assigns from and against, and shall pay and/or reimburse the foregoing persons for, any and all Losses relating to or arising out of (i) the breach of any representation, warranty, covenant or agreement (other than the covenants and agreements contained in subsections (ii) and (iii) of this Article VIISection 10.2(a)) of Buyer contained in this Agreement, from and (ii) the operation of the Companies' business after the Closing, Hammonton Farms and Teichert agree jointly and severally subject to, in respect of any claim relating to indemnify Seller, its Affiliates and their respective managers, officers, directors, employees, advisors (including attorneys, accountants, consultants and financial advisors), equityholders, successors, assigns, agents and representatives (collectivelyor arising out of the operation of the Companies' business prior to the Closing, the “Seller Indemnified Parties”) in respect ofcorrectness of the representations and warranties of the Shareholder contained herein and not resulting from any action of the Shareholder taken after the Closing which he was not authorized by Buyer to take, and hold (iii) subject to the Seller Indemnified Parties harmless againstcorrectness of the representations and warranties of the Shareholder contained herein, any termination of an employee of the Companies after the Closing by Buyer and/or the Companies and all Losses, based upon, not resulting from or otherwise in respect of: (i) any breach action of any representation or warranty made the Shareholder taken after the Closing which he was not authorized by Buyer in Article V; or (ii) any breach or nonperformance of any covenants or agreements of Buyer in this Agreement to be performed after the Closingtake. (b) The obligation of Buyer Subject to indemnify the Seller Indemnified Parties for Losses pursuant to limitations contained in this Section 7.3 is subject 10.2(b) and in Sections 10.3 through 10.7 hereof, in the event that the Shareholder is, following the Closing Date, made a party to any action or proceeding by any third party (including, without limitation, any product liability actions) in his capacity as an officer, director, shareholder and/or employee of the following limitations: (i) Companies, the Shareholder shall be entitled to, and Buyer shall not be required to provide indemnification to pay and reimburse the Shareholder for, (A) all reasonable attorneys' fees and expenses incurred in connection with such action or proceeding and the defense thereof and (B) any Seller Indemnified Party pursuant to Section 7.3(a)(i) unless the aggregate amount of other Losses incurred by all the Seller Indemnified Parties Shareholder in respect of any claim against Buyer for indemnification under Section 7.3(a)(i) exceeds the Deductible, and then the Seller Indemnified Parties shall be entitled to indemnification pursuant to Section 7.3(a)(i) for only the amount in excess of the Deductibleconnection therewith; provided, however, that Buyer shall not have any indemnification obligations pursuant be required to Section 7.3(a)(iso indemnify the Shareholder -------- ------- only if (x) with the Shareholder, in respect to the actions or omissions at issue in such action or proceeding, acted in good faith and for a purpose which he reasonably believed to be in the best interests of the Companies, and had no reasonable cause to believe that his conduct was unlawful and (y) the actions or omissions at issue in such action or proceeding do not constitute a breach of any claim representation or warranty of the Shareholder contained herein; provided, -------- further, that is a De Minimis Claim regardless of whether or not the aggregate amount of all Losses has exceeded the Deductible (it being understood that Losses incurred with respect to any De Minimis Claim shall be a deductible for which Buyer shall bear no indemnification obligations advance to the Shareholder the fees and expenses ------- referred to in clause (A) above, subject to the Shareholder's undertaking to promptly repay to Buyer such Losses fees and expenses in the event that the conditions in clauses (x) and/or (y) above shall not be taken into account in determining whether the Deductible has been satisfied); and (ii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify the Seller Indemnified Parties pursuant to Section 7.3(a)(i) exceed the Cap. The limitations set forth in this Section 7.3(b) shall not apply in respect of any claims for indemnification with respect to Fraud or the Fundamental Buyer Representations or pursuant to Section 7.3(a)(ii). Notwithstanding anything to the contrary in this Agreement, in no event shall Buyer be obligated to indemnify the Seller Indemnified Parties pursuant to this Section 7.3 for any amounts that, in the aggregate, exceed the Base Purchase Price.