Obligations of the Principal Equity Holder. (a) If the Closing occurs, subject to the terms of this Article IX, the Principal Equity Holder, on behalf of the Equity Holders, shall, solely from and to the extent of the Escrowed Amount, except in the case of clause (iii) (solely with respect to any breach of Section 6.1(a) with respect to actions prohibited by Sections 3.8(c)(iv) and 3.8(d)), clause (iv), clause (v) and clause (vi) below, indemnify and hold harmless Purchaser, its Affiliates (including, after the effective time, the Surviving Entity) and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Purchaser Indemnified Parties”) from and against any actual liabilities, losses, judgments, settlements, damages, awards, interest, penalties, costs, fees and expenses (including reasonable attorneys’ and consultants’ fees and expenses but excluding the internal costs of services provided by employees of Guarantor or its Affiliates (other than the Surviving Entity)) (collectively, “Losses”) incurred by any Purchaser Indemnified Party by reason of (i) any breach of any of the representations or warranties of Company contained in Article III or in any certificate delivered pursuant hereto, other than the representations and warranties in Section 3.12, which shall be governed by Section 6.11(a), (ii) any breach of any of the representations or warranties of the Principal Equity Holder contained in Article IV or in any certificate delivered pursuant hereto, (iii) any breach in any material respect of any of the covenants or agreements of Company prior to the Closing or the Principal Equity Holder contained in this Agreement, (iv) any Indebtedness of the type described in clause (i) of the definition of Indebtedness of Company or any of its Subsidiaries immediately prior to the Closing to the extent not included in the Company Debt Payment or otherwise discharged at Closing, (v) any Transaction Expenses to the extent not deducted from the calculation of Merger Consideration and (vi) any claims by any Equity Holders with respect to the allocation or disbursement of Merger Consideration by the Principal Equity Holder or any other claim by any Equity Holder with respect to the actions of the Principal Equity Holder or its Affiliates in connection with this Agreement and the transactions contemplated hereby.
