Common use of Purchaser’s Remedies Clause in Contracts

Purchaser’s Remedies. 14.1 The Vendor undertakes to disclose in writing to the Purchaser anything which is or may constitute a Claim or which is inconsistent with the contents of the Disclosure Letter directly it comes to its notice either before, at the time of, or after Completion. 14.2 Subject to the provisions of Clause 2.7 (and without prejudice to the provisions of paragraph 8 of Part 1 of Schedule 4), the rights and remedies of the Purchaser in respect of any breach of the Warranties or the Indemnities or the Tax Covenant shall not be affected by Completion nor by any investigation made, or which could have been made, by it or on its behalf into the affairs of the Target Companies or Comtek (or any of them), nor by any actual, deemed or imputed knowledge of the Vendor. 14.3 If any Claim is made, the Vendor shall make no claim against any Target Company or Comtek or any director or employee of the Target Company or Comtek on whom it may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter, save in the case of fraud or wilful non-disclosure on the part of any such director or employee. 14.4 In the event of a Warranty Claim, without prejudice to the right of the Purchaser to claim damages on any basis available to it or to any other right or remedy available to it, the Vendor agrees to pay on demand in cash to the Purchaser a sum by way of damages as agreed between the Vendor (as sole warrantor) and the Purchaser or, in default of such agreement, as determined by order of a court of competent jurisdiction as being the higher of: (a) an amount necessary to indemnify the Purchaser on a pound for pound basis (net of the value (whether in cash or otherwise) of any benefit or credit received by the Purchaser or a Target Company arising from the circumstances which gave rise to the Warranty Claim) in respect of all losses, claims, liabilities, damages and demands incurred by the relevant Target Companies or by the Purchaser in respect of the Comtek Business (as the case may be) as a result of the position not being as warranted in the terms of Schedule 3 when given or repeated; and (b) an amount equal to the resulting diminution in value (as at Completion) of the Shares or of the Comtek Business (as the case may be). but so that, for the avoidance of doubt:- (i) the Purchaser shall not be entitled to claim damages on the basis set out in clause 14.4(a) unless the circumstances which gave rise to the Warranty Claim prejudices the ability of the Purchaser or a Target Company to achieve that level of EBITDA which it would have achieved had the breach of Warranty not occurred; (ii) no Warranty Claim may be made on the basis set out in clause 14.4(a) in respect of any breach of Warranty which gives rise to an accounting or book loss only. 14.5 Any amount paid by the Vendor to the Purchaser in respect of any of the provisions of this Agreement shall be treated as being paid to the Purchaser by way of reduction in the Consideration. 14.6 The Purchaser shall have no right to rescind or terminate this Agreement after Completion by reason of a breach of any of the Warranties or a claim under the Tax Covenant.

Purchaser’s Remedies. 14.1 The Vendor undertakes to disclose in writing 15.1.1 If and to the Purchaser anything which is or may constitute a Claim or which is inconsistent with the contents of the Disclosure Letter directly it comes to its notice either before, at the time of, or after Completion. 14.2 Subject to the provisions of Clause 2.7 (and without prejudice to the provisions of paragraph 8 of Part 1 of Schedule 4), the rights and remedies of the Purchaser in respect of any breach of the Warranties or the Indemnities or the Tax Covenant shall not be affected by Completion nor by any investigation made, or which could have been made, by it or on its behalf into the affairs of the Target Companies or Comtek (or any of them), nor by any actual, deemed or imputed knowledge of the Vendor. 14.3 If any Claim is made, the Vendor shall make no claim against any Target Company or Comtek or any director or employee of the Target Company or Comtek on whom it may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter, save in the case of fraud or wilful non-disclosure on the part of any such director or employee. 14.4 In the event of a Warranty Claim, without prejudice to the right of the Purchaser to claim damages on any basis available to it or to any other right or remedy available to it, the Vendor agrees to pay on demand in cash to the Purchaser a sum by way of damages as agreed between the Vendor (as sole warrantor) and the Purchaser or, in default of such agreement, as determined by order of a court of competent jurisdiction as being the higher of: (a) an amount necessary to indemnify the Purchaser on a pound for pound basis (net of the value (whether in cash or otherwise) of any benefit or credit received by the Purchaser or a Target Company arising from the circumstances which gave rise to the Warranty Claim) in respect of all losses, claims, liabilities, damages and demands incurred by the relevant Target Companies or by the Purchaser in respect of the Comtek Business (as the case may be) as a result of the position not being as warranted in the terms of Schedule 3 when given or repeated; and (b) an amount equal to the resulting diminution in value (as at Completion) of the Shares or of the Comtek Business (as the case may be). but so that, for the avoidance of doubt:- (i) the Purchaser shall not be entitled to claim damages on the basis set out in clause 14.4(a) unless the circumstances which gave rise to the Warranty Claim prejudices the ability of the Purchaser or a Target Company to achieve that level of EBITDA which it would have achieved had the breach of Warranty not occurred; (ii) no Warranty Claim may be made on the basis set out in clause 14.4(a) in respect of any breach of Warranty which gives rise to an accounting or book loss only. 14.5 Any amount paid by the Vendor to the Purchaser in respect of extent any of the provisions of this Agreement statements in Section 14 is incomplete, incorrect or misleading (a “Seller Breach“), Sellers shall be treated as being paid to the put Purchaser by way of reduction and/or, in the Consideration. 14.6 The Purchaser shall have no right to rescind or terminate this Agreement after Completion by reason of a breach of Purchaser’s absolute discretion, any of the Warranties Affiliates of Purchaser within a period of one (1) month after receipt of a Breach Notice (as defined in Section 15.4 below) in the same position they would have been in had the statement been complete, correct and not misleading (“Restitution in Kind”—Naturalrestitution). To the extent that such Seller Breach consists in the existence of a liability, Purchaser’s right to demand restitution in kind shall include the right to demand a full indemnification with respect to such liability. 15.1.2 If Restitution in Kind as contemplated in Section 15.1.1 is impossible, or a claim under insufficient to fully compensate Purchaser, Sellers shall pay monetary damages (Schadenersatz in Geld) to Purchaser and/or, in Purchaser’s absolute discretion, to any of the Tax CovenantAffiliates of Purchasers. If Restitution in Kind is fully impossible, such monetary damages shall substitute the Restitution in Kind; otherwise, monetary damages may be claimed by Purchaser in addition to Restitution in Kind. 15.1.3 If and to the extent that Sellers fail to provide Restitution in Kind within the period set forth in Section 15.1.1, Purchaser shall, in its absolute discretion, in whole or in part and in lieu of their right to demand Restitution in Kind, have the right to demand that Sellers shall pay monetary damages to Purchaser and/or, in Purchaser’s absolute discretion, to any of the Affiliates of Purchaser in such amount as would be necessary to effect the Restitution in Kind. Until Sellers have fully performed, Purchaser may freely modify its claim.

Purchaser’s Remedies. 14.1 The Vendor undertakes to disclose in writing 15.1.1 If and to the Purchaser anything which is or may constitute a Claim or which is inconsistent with the contents of the Disclosure Letter directly it comes to its notice either before, at the time of, or after Completion. 14.2 Subject to the provisions of Clause 2.7 (and without prejudice to the provisions of paragraph 8 of Part 1 of Schedule 4), the rights and remedies of the Purchaser in respect of any breach of the Warranties or the Indemnities or the Tax Covenant shall not be affected by Completion nor by any investigation made, or which could have been made, by it or on its behalf into the affairs of the Target Companies or Comtek (or any of them), nor by any actual, deemed or imputed knowledge of the Vendor. 14.3 If any Claim is made, the Vendor shall make no claim against any Target Company or Comtek or any director or employee of the Target Company or Comtek on whom it may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter, save in the case of fraud or wilful non-disclosure on the part of any such director or employee. 14.4 In the event of a Warranty Claim, without prejudice to the right of the Purchaser to claim damages on any basis available to it or to any other right or remedy available to it, the Vendor agrees to pay on demand in cash to the Purchaser a sum by way of damages as agreed between the Vendor (as sole warrantor) and the Purchaser or, in default of such agreement, as determined by order of a court of competent jurisdiction as being the higher of: (a) an amount necessary to indemnify the Purchaser on a pound for pound basis (net of the value (whether in cash or otherwise) of any benefit or credit received by the Purchaser or a Target Company arising from the circumstances which gave rise to the Warranty Claim) in respect of all losses, claims, liabilities, damages and demands incurred by the relevant Target Companies or by the Purchaser in respect of the Comtek Business (as the case may be) as a result of the position not being as warranted in the terms of Schedule 3 when given or repeated; and (b) an amount equal to the resulting diminution in value (as at Completion) of the Shares or of the Comtek Business (as the case may be). but so that, for the avoidance of doubt:- (i) the Purchaser shall not be entitled to claim damages on the basis set out in clause 14.4(a) unless the circumstances which gave rise to the Warranty Claim prejudices the ability of the Purchaser or a Target Company to achieve that level of EBITDA which it would have achieved had the breach of Warranty not occurred; (ii) no Warranty Claim may be made on the basis set out in clause 14.4(a) in respect of any breach of Warranty which gives rise to an accounting or book loss only. 14.5 Any amount paid by the Vendor to the Purchaser in respect of extent any of the provisions of this Agreement statements in Section 14 is incomplete, incorrect or misleading (a “Seller Breach”), Sellers shall be treated as being paid to the put Purchaser by way of reduction and/or, in the Consideration. 14.6 The Purchaser shall have no right to rescind or terminate this Agreement after Completion by reason of a breach of Purchaser’s absolute discretion, any of the Warranties Affiliates of Purchaser within a period of one (1) month after receipt of a Breach Notice (as defined in Section 15.4 below) in the same position they would have been in had the statement been complete, correct and not misleading (“Restitution in Kind”—Naturalrestitution). To the extent that such Seller Breach consists in the existence of a liability, Purchaser’s right to demand restitution in kind shall include the right to demand a full indemnification with respect to such liability. 15.1.2 If Restitution in Kind as contemplated in Section 15.1.1 is impossible, or a claim under insufficient to fully compensate Purchaser, Sellers shall pay monetary damages (Schadenersatz in Geld) to Purchaser and/or, in Purchaser’s absolute discretion, to any of the Tax CovenantAffiliates of Purchasers. If Restitution in Kind is fully impossible, such monetary damages shall substitute the Restitution in Kind; otherwise, monetary damages may be claimed by Purchaser in addition to Restitution in Kind. 15.1.3 If and to the extent that Sellers fail to provide Restitution in Kind within the period set forth in Section 15.1.1, Purchaser shall, in its absolute discretion, in whole or in part and in lieu of their right to demand Restitution in Kind, have the right to demand that Sellers shall pay monetary damages to Purchaser and/or, in Purchaser’s absolute discretion, to any of the Affiliates of Purchaser in such amount as would be necessary to effect the Restitution in Kind. Until Sellers have fully performed, Purchaser may freely modify its claim.

Purchaser’s Remedies. 14.1 The Vendor undertakes to disclose in writing to the Purchaser anything which is or may constitute a Claim or which is inconsistent with the contents of the Disclosure Letter directly it comes to its notice either before, at the time of, or after Completion. 14.2 Subject to the provisions of Clause 2.7 (and without prejudice to the provisions of paragraph 8 of Part 1 of Schedule 4), the rights and remedies of the Purchaser in respect of any breach of the Warranties or the Indemnities or the Tax Covenant shall not be affected by Completion nor by any investigation made, or which could have been made, by it or on its behalf into the affairs of the Target Companies or Comtek (or any of them), nor by any actual, deemed or imputed knowledge of the Vendor. 14.3 If any Claim is made, the Vendor shall make no claim against any Target Company or Comtek or any director or employee of the Target Company or Comtek on whom it may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter, save in the case of fraud or wilful non-disclosure on the part of any such director or employee. 14.4 In the event of a Warranty Claimthe termination of this Agreement by Purchaser as provided in this Agreement, without prejudice neither party shall have any further rights or remedies hereunder, other than Purchaser's right to secure the right return of the Deposit and any accrued interest thereon, except that in the event of a material breach by Seller of its obligations hereunder, Purchaser shall be entitled at Purchaser's election either (i) to claim damages on terminate this Agreement and receive a refund of the Deposit and collect from Seller the sum of One Hundred Fifty Thousand Dollars ($ 150,000.00), plus any basis available to it or to any other right or remedy available to itand all costs and expenses of enforcement hereof, as liquidated damages, the Vendor agrees to pay on demand in cash to parties acknowledging and agreeing that the Purchaser a sum by way amount of damages as agreed between the Vendor (as sole warrantor) and the which Purchaser or, in default of such agreement, as determined by order of a court of competent jurisdiction as being the higher of: (a) an amount necessary to indemnify the Purchaser on a pound for pound basis (net of the value (whether in cash or otherwise) of any benefit or credit received by the Purchaser or a Target Company arising from the circumstances which gave rise to the Warranty Claim) in respect of all losses, claims, liabilities, damages and demands incurred by the relevant Target Companies or by the Purchaser in respect of the Comtek Business (as the case may be) incur as a result of the position not being as warranted in the terms of Schedule 3 when given Seller' s breach may be difficult or repeated; impossible to ascertain and that such liquidated damages amount is a reasonable and (b) an amount equal to the resulting diminution in value (as at Completion) of the Shares . fair estimate thereof, or of the Comtek Business (as the case may be). but so that, for the avoidance of doubt:- (i) the Purchaser shall not be entitled to claim damages on the basis set out in clause 14.4(a) unless the circumstances which gave rise to the Warranty Claim prejudices the ability of the Purchaser or a Target Company to achieve that level of EBITDA which it would have achieved had the breach of Warranty not occurred; (ii) no Warranty Claim may be made on seek specific performance of Seller's obligations hereunder. Notwithstanding the basis set out in clause 14.4(aforegoing, if Purchaser terminates this Agreement 15 pursuant to Paragraph 15(a)(iii) in respect of any breach of Warranty which gives rise above due to an accounting or book loss only. 14.5 Any amount paid by the Vendor Seller's failure to obtain Meditrust's consent to the transactions contemplated by this Agreement, Seller shall reimburse Purchaser in respect for all reasonable expenses reasonably incurred by Purchaser for the purpose of consummating the transaction contemplated by this Agreement, within thirty (30) days after Purchaser provides to Seller such documentation relating to any of the provisions of this Agreement such expenses as may reasonably be required by Seller. Purchaser's demand for such payment and all such documentation shall be treated delivered to Seller within one year after the date hereof, as being paid a condition to the Purchaser by way of reduction in the ConsiderationSeller's obligation to reimburse Purchaser. 14.6 The Purchaser shall have no right to rescind or terminate this Agreement after Completion by reason of a breach of any of the Warranties or a claim under the Tax Covenant.

Purchaser’s Remedies. 14.1 The Vendor undertakes to disclose in writing to the Purchaser anything which is or may constitute a Claim or which is inconsistent with the contents of the Disclosure Letter directly it comes to its notice either before, at the time of, or after Completion. 14.2 Subject to the provisions of Clause 2.7 (and without prejudice to the provisions of paragraph 8 of Part 1 of Schedule 4), the rights and remedies of the Purchaser in respect of any breach of the Warranties or the Indemnities or the Tax Covenant shall not be affected by Completion nor by any investigation made, or which could have been made, by it or on its behalf into the affairs of the Target Companies or Comtek (or any of them), nor by any actual, deemed or imputed knowledge of the Vendor. 14.3 If any Claim is made, the Vendor shall make no claim against any Target Company or Comtek or any director or employee of the Target Company or Comtek on whom it may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter, save in the case of fraud or wilful non-disclosure on the part of any such director or employee. 14.4 In the event of a Warranty Claim, without prejudice Seller fails to perform its obligations to sell and convey the right of the Purchaser Property pursuant to claim damages on this Contract for any basis available to it or to any other right or remedy available to it, the Vendor agrees to pay on demand in cash to the Purchaser a sum by way of damages as agreed between the Vendor (as sole warrantor) and the Purchaser or, in default of such agreement, as determined by order of a court of competent jurisdiction as being the higher of: reason except (a) an amount necessary failure by Purchaser to indemnify close the Purchaser on a pound for pound basis (net purchase of the value (whether in cash Property when required to by this Contract, or otherwise) of any benefit or credit received by the Purchaser or a Target Company arising from the circumstances which gave rise to the Warranty Claim) in respect of all losses, claims, liabilities, damages and demands incurred by the relevant Target Companies or by the Purchaser in respect of the Comtek Business (as the case may be) as a result of the position not being as warranted in the terms of Schedule 3 when given or repeated; and (b) an amount equal a proper termination of this Contract by Seller or Purchaser pursuant to the resulting diminution terms hereof, Purchaser may, as its sole remedy, either: (1) enforce specific performance of this Contract against Seller, or (2) terminate this Contract by giving Seller timely written notice of such election prior to or at Closing; provided, however, in value the event (as at Completionx) of such termination is due to Seller's intentional willful breach or default to convey title to the Shares or of the Comtek Business (as the case may be). but so thatProperty, for the avoidance of doubt:- (i) the Purchaser shall not be entitled to claim damages on recover from Seller the basis set out actual reasonable out-of-pocket expenses incurred by Purchaser (not to exceed $50,000) and paid to (A) Purchaser's attorneys in clause 14.4(aconnection with the negotiation of this Contract, and (B) unless to Purchaser's attorneys and unrelated and affiliated third party consultants, contractors, suppliers or other third parties in connection with the circumstances which gave rise performance of examinations, inspections and/or investigations pursuant to this Contract or determining the feasibility of Purchaser's acquisition of the Property pursuant to this Contract, or (y) specific performance is not available because Seller has conveyed the Property to another party, or Seller has voluntarily encumbered the Real Property with a mortgage, deed of trust or financing lien in violation of this Contract that Seller does not cause to be released at Closing or otherwise cause the Title Company to insure Purchaser's title to the Warranty Claim prejudices Real Property without exception for such matters, then, Purchaser may pursue any and all remedies available at law or in equity, including the ability recovery of its costs and expenses but excluding a claim for consequential, special and/or punitive damages. In the event Purchaser or a Target Company elects to achieve that level of EBITDA which it would have achieved had terminate this Contract, the breach of Warranty not occurred; Exxxxxx Money (iiincluding any accrued interest thereon) no Warranty Claim may be made on the basis set out in clause 14.4(a) in respect of any breach of Warranty which gives rise to an accounting or book loss only. 14.5 Any amount paid by the Vendor to the Purchaser in respect of any of the provisions of this Agreement shall be treated as being paid returned to Purchaser and thereafter, other than the Surviving Obligations, neither Purchaser by way of reduction in the Consideration. 14.6 The Purchaser nor Seller shall have no right to rescind any further rights or terminate obligations hereunder, except as provided above in this Agreement after Completion by reason of a breach of any of the Warranties or a claim under the Tax CovenantSection 10.2.

Purchaser’s Remedies. 14.1 The Vendor undertakes to disclose in writing to the Purchaser anything which is or may constitute a Claim or which is inconsistent with the contents of the Disclosure Letter directly it comes to its notice either before, at the time of, or after Completion. 14.2 Subject to Company and each Shareholder agree that the provisions of Clause 2.7 (this Article 7 are reasonable and without prejudice necessary to protect the legitimate business interests of Purchaser. If Company or a Shareholder breaches any of the provisions of paragraph 8 Section 7.1 or 7.2, Purchaser may, among other remedies, withhold any Earn-Out Payments that are otherwise owed to Company under this Agreement, up to the amount of Part 1 Purchaser’s actual monetary damages, unless and until a final determination is made by a court or arbiter of Schedule 4)competent jurisdiction that Company and the Shareholders have not breached Section 7.1 or 7.2 in a manner causing actual monetary damages; provided, that any such withholding must be made in good faith, and if the rights Earn-Out Payments are withheld and remedies the claim for breach of this provision is later determined to be invalid or the withholding exceeded the actual monetary damages, Purchaser will promptly pay the amount of the withheld Earn Out Payment plus 10% interest from the date the Earn Out Payment was due to the date paid. Notwithstanding the foregoing, in no event shall withholdings by Purchaser in respect from the Earn-Out Payment be deemed an acknowledgement by Purchaser, Company or the Shareholders that damages or the withholding of any payment is an adequate remedy for the breach of the Warranties or the Indemnities or the Tax Covenant shall not be affected by Completion nor by any investigation made, or which could have been made, by it or on its behalf into the affairs of the Target Companies or Comtek (or any of them), nor by any actual, deemed or imputed knowledge of the Vendor. 14.3 If any Claim is made, the Vendor shall make no claim against any Target Company or Comtek or any director or employee of the Target Company or Comtek on whom it may have relied before agreeing to any terms provision of this Agreement Section 7.1 or authorising any statement in the Disclosure Letter, save in the case of fraud or wilful non-disclosure on the part of any such director or employee. 14.4 In the event of a Warranty Claim, without prejudice to the right of the Purchaser to claim damages on any basis available to it or to any other right or remedy available to it, the Vendor 7.2. Company and each Shareholder agrees to pay on demand in cash to the Purchaser a sum by way of damages as agreed between the Vendor (as sole warrantor) and the Purchaser or, in default of such agreement, as determined by order of a court of competent jurisdiction as being the higher of: (a) an amount necessary to indemnify the Purchaser on a pound for pound basis (net of the value (whether in cash or otherwise) of any benefit or credit received by the Purchaser or a Target Company arising from the circumstances which gave rise to the Warranty Claim) in respect of all losses, claims, liabilities, acknowledges that damages and demands incurred by the relevant Target Companies such termination of payments would be an inadequate remedy for his or by the Purchaser in respect of the Comtek Business (as the case may be) as a result of the position not being as warranted in the terms of Schedule 3 when given or repeated; and (b) an amount equal to the resulting diminution in value (as at Completion) of the Shares or of the Comtek Business (as the case may be). but so that, for the avoidance of doubt:- (i) the Purchaser shall not be entitled to claim damages on the basis set out in clause 14.4(a) unless the circumstances which gave rise to the Warranty Claim prejudices the ability of the Purchaser or a Target Company to achieve that level of EBITDA which it would have achieved had the her breach of Warranty not occurred; (ii) no Warranty Claim may be made on the basis set out in clause 14.4(a) in respect of any breach of Warranty which gives rise to an accounting or book loss only. 14.5 Any amount paid by the Vendor to the Purchaser in respect of any of the provisions of this Agreement shall be treated as being paid to the Purchaser by way of reduction in the Consideration. 14.6 The Purchaser shall have no right to rescind Section 7.1 or terminate this Agreement after Completion by reason of a 7.2, and that his or her breach of any of such provisions will result in immeasurable and irreparable harm to Purchaser. Therefore, in addition to any other remedy to which Purchaser or Calavo may be entitled by reason of Company’s or the Warranties Shareholder’s breach of any such provision, Purchaser or a claim under Calavo shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief from any court of competent jurisdiction restraining Company or the Tax CovenantShareholder from committing or continuing any breach of any provision of Section 7.1 or 7.2.

Purchaser’s Remedies. 14.1 14.1. The Vendor undertakes Seller and Mr Nahab shall fully and effectixxxx xxxemnify and keep indemnified the Purchaser against all Losses suffered directly or indirectly by the Purchaser as a result of or in connection with any event, circumstance or state of affairs relating to the Business or Sale Assets which is not (whether at or after Completion) in all respects as represented and warranted to the Purchaser under this Agreement. 14.2. The Seller and Mr Nahab jointly and severally uxxxxxxxx to disclose in writing to the Purchaser anything which is or may constitute a Warranty Claim or which is inconsistent with the contents of the Disclosure Letter directly or may give rise to a right to indemnification under this Agreement as soon as it comes to its their notice either before, at the time of, or after Completionany time. 14.2 Subject 14.3. If any amount payable to the provisions of Clause 2.7 (and without prejudice Purchaser by the Seller or Mr Nahab is subject to Taxxxxxx, xhe amount to be paid to the provisions of paragraph 8 of Part 1 of Schedule 4), Purchaser by the rights and remedies of Seller or Mr Nahab shall be sucx xx xx to ensure that the net amount retained by the Purchaser in respect of any breach of after such Taxation has been taken into account is equal to the Warranties or full amount which would be payable to the Indemnities or Purchaser had the Tax Covenant shall amount not be affected by Completion nor by any investigation made, or which could have been made, by it or on its behalf into the affairs of the Target Companies or Comtek (or any of them), nor by any actual, deemed or imputed knowledge of the Vendorsubject to Taxation. 14.3 14.4. If any Warranty Claim or indemnification claim is made, except in the Vendor shall make no claim case of fraud or deliberate deception, each of the Seller and Mr Nahab agrees to release xxx xxxim it may have against any Target Company or Comtek or any director or employee of the Target Company or Comtek Business on whom it may have relied before agreeing to any terms of this Agreement or authorising any statement in the Disclosure Letter, save in the case of fraud or wilful non-disclosure on the part of any such director or employeeAgreement. 14.4 14.5. In the event of a Warranty Claim, without prejudice to the right of the Purchaser to claim damages on any basis available to it if (including under Clause 14.1) or to any other right or remedy available to it, the Vendor agrees to pay on Seller and Mr Nahab (as appropriate) agree xx xxx xn demand in cash to the Purchaser a sum by way of damages as agreed between the Vendor (as sole warrantor) Seller or Mr Nahab and the Purchaser orxx, in xx default of such agreement, as determined by order of a court of competent jurisdiction as being which is the higher of: (a) an amount necessary sufficient to indemnify put the Purchaser on a pound for pound basis (net of into the value (whether in cash or otherwise) of any benefit or credit received by the Purchaser or a Target Company arising from the circumstances position which gave rise to the Warranty Claim) in respect of all losses, claims, liabilities, damages and demands incurred by would have existed if the relevant Target Companies Warranties had been tree and accurate or by the Purchaser in respect of the Comtek Business (as the case may be) as a result of the position not being as warranted in the terms of Schedule 3 misleading when given or repeatedgiven; and (b) an amount equal to the resulting diminution in the value (as at Completion) of the Shares or of Business and the Comtek Business (as the case may be). but so that, for the avoidance of doubt:- (i) the Purchaser shall not be entitled to claim damages on the basis set out in clause 14.4(a) unless the circumstances which gave rise to the Warranty Claim prejudices the ability of the Purchaser or a Target Company to achieve that level of EBITDA which it would have achieved had the breach of Warranty not occurred; (ii) no Warranty Claim may be made on the basis set out in clause 14.4(a) in respect of any breach of Warranty which gives rise to an accounting or book loss onlySale Assets. 14.5 Any amount paid by the Vendor to the Purchaser in respect of any of the provisions of this Agreement shall be treated as being paid to the Purchaser by way of reduction in the Consideration. 14.6 The Purchaser shall have no right to rescind or terminate this Agreement after Completion by reason of a breach of any of the Warranties or a claim under the Tax Covenant.

Purchaser’s Remedies. 14.1 The Vendor undertakes to disclose in writing to Purchaser’s remedies for an Icon Default shall be limited as follows: (i) In the event of an Icon Delivery Default, Purchaser anything which is or may constitute a Claim or which is inconsistent with the contents of the Disclosure Letter directly it comes to its notice either before, at the time of, or after Completion. 14.2 Subject to the provisions of Clause 2.7 (and without prejudice to the provisions of paragraph 8 of Part 1 of Schedule 4), the rights and remedies of the Purchaser in respect of any breach of the Warranties or the Indemnities or the Tax Covenant shall not be affected by Completion nor by required to pay the portion of the Minimum Payment, if any, that would have been extinguished had no such Icon Delivery Default. For example, in the event Icon commits an Icon Delivery Default with respect to Media Advertising with a purchase price of $1,000,000.00 and a Minimum Credit Ratio of twenty percent (20%), and Purchaser’s purchases of Media Advertising have generated $250,000.00 in Guaranteed Minimum Credits less than would have been required to extinguish Purchaser’s Minimum Payment obligation, Purchaser shall make a Minimum Payment in the amount of $50,000.00 and shall not be required to pay the $200,000.00 portion of the Minimum Payment that would have been extinguished in the absence of such Icon Delivery Default. Except as provided in this Section 11(b)(i). no breach, default, act (including wrongful, fraudulent, arbitrary, capricious, reckless and negligent act), shall relieve or excuse Purchaser from its obligation to make the Minimum Payment. Purchaser expressly acknowledges and agrees that Icon’s rights to the Minimum Payment are freely assignable and that Purchaser’s obligations to make the Minimum Payment, except in the event of any investigation madeIcon Delivery Default, shall not be subject to any rights of setoff or recoupment, or subject to any counterclaim or defense which could have been madePurchaser may claim to have, and Purchaser agrees that in any legal or equitable proceeding to enforce this Agreement against Purchaser, Purchaser shall not interpose any such claim for setoff or recoupment or attempt to avoid its obligation to make the Minimum Payment, in whole or in part, by it way of defense or on its behalf into the affairs of the Target Companies or Comtek (or any of them), nor by any actual, deemed or imputed knowledge of the Vendorcounterclaim. 14.3 If any Claim is made, the Vendor shall make no claim against any Target Company or Comtek or any director or employee (ii) Any cause of the Target Company or Comtek on whom it action that Purchaser may have relied before agreeing arising out of, in whole or part, Icon’s failure to perform under this Agreement, is reserved to Purchaser, provided, however, that Purchaser may not assert any terms such claim or cause of action as a setoff or recoupment, defense or counterclaim to the Purchaser’s obligation to make the Minimum Payment, except in the event of any Icon Delivery Default as set forth in Section 11(b)(i) above; but rather Purchaser may only assert such claim or cause of action against Icon in an action that is separate and independent from any action to recover the Minimum Payment. (iii) Nothing herein shall preclude or prohibit Purchaser from bringing a cause of action against Icon to recover damages suffered or incurred by Purchaser as a result of Icon’s breach of this Agreement or authorising any statement failure to perform its obligations hereunder; provided, however, that such causes of action shall be independent of Purchaser’s obligation to make the Minimum Payment, except in the Disclosure Letter, save in the case of fraud or wilful non-disclosure on the part of any such director or employee. 14.4 In the event of a Warranty Claiman Icon Delivery Default as set forth in Section 11(b)(i) above, without prejudice to the right of the Purchaser to claim damages on any basis available to it or to any other right or remedy available to it, the Vendor agrees to pay on demand in cash to the Purchaser a sum by way of damages as agreed between the Vendor (as sole warrantor) and the Purchaser or, in default of such agreement, as determined by order of a court of competent jurisdiction as being the higher of: (a) an amount necessary to indemnify the Purchaser on a pound for pound basis (net of the value (whether in cash or otherwise) of any benefit or credit received by the Purchaser or a Target Company arising from the circumstances which gave rise to the Warranty Claim) in respect of all losses, claims, liabilities, damages and demands incurred by the relevant Target Companies or by the Purchaser in respect of the Comtek Business (as the case may be) as a result of the position not being as warranted in the terms of Schedule 3 when given or repeated; and (b) an amount equal to the resulting diminution in value (as at Completion) of the Shares or of the Comtek Business (as the case may be). but so that, for the avoidance of doubt:- (i) the Purchaser shall not be entitled to claim damages on the basis set out in clause 14.4(a) unless the circumstances which gave rise to the Warranty Claim prejudices the ability of the Purchaser or a Target Company to achieve that level of EBITDA which it would have achieved had the breach of Warranty not occurred; (ii) no Warranty Claim may be made on the basis set out in clause 14.4(a) in respect of any breach of Warranty which gives rise to an accounting or book loss only. 14.5 Any amount paid by the Vendor to the Purchaser in respect of any of the provisions of this Agreement shall be treated as being paid to the Purchaser by way of reduction in the Consideration. 14.6 The Purchaser shall have no right to rescind offset or terminate this Agreement after Completion by reason of a breach of any of the Warranties similar rights or a claim under the Tax Covenantdefense with respect thereto as-more particularly provided in Sections 11(b)(i) and (ii) and 4(c)(v) hereof.