Common use of Security for the Indemnification Obligation Clause in Contracts

Security for the Indemnification Obligation. (a) Subject to the limitations contained in this Article 9, any claims for indemnification by a Purchaser Indemnified Party against the Seller Parties (or any of them, and including the Company in the event of a pre-Closing indemnification claim) pursuant to Sections 9.3(a) or 9.3(b) other than arising out of or resulting from a Breach of a Fundamental Representation or a Breach of a Tax Representation or Fraud, will be satisfied first from the portion of the General Escrow Funds, if any, then held and not previously distributed pursuant to the terms of the Escrow Agreement (and the Seller will promptly execute and deliver any necessary instructions to or for the Escrow Agent in this regard) and thereafter by the R&W Insurance Policy; provided, that in the event of a pre-Closing indemnification claim, such claim will be satisfied by the Company in cash. (b) Subject to the limitations contained in this Article 9, any claims for indemnification by a Purchaser Indemnified Party against the Seller Parties (or any of them, and including the Company in the event of a pre-Closing indemnification claim) arising out of or resulting from a Breach of a Fundamental Representation or a Breach of a Tax Representation, other than claims for indemnification arising out of or resulting from Fraud, shall be satisfied in the following order: (i) out of the portion of the General Escrow Funds, if any, then held and not previously distributed pursuant to the terms of the Escrow Agreement (and the Seller will promptly execute and deliver any necessary instructions to or for the Escrow Agent in this regard), then (ii) the R&W Insurance Policy, if and to the extent such Loss is covered thereunder, and then (iii) by any or a combination of the following: (A) by offset against any Earn-Out Payments due to the Seller hereunder (and any such offset amounts will be “deemed payments” for purposes of the True-Up Calculation under Section 1.2(b)(iii)), and (B) by the applicable Seller Parties (and in the event of a pre-Closing indemnification claim, by the Company) in cash. The Purchaser shall use all commercially reasonable efforts to seek coverage under the R&W Insurance Policy, including the timely and adequate delivery of notices of claims under the R&W Insurance Policy. (c) Subject to the limitations contained in this Article 9, any claims for indemnification by a Purchaser Indemnified Party against the Seller Parties (or any of them) pursuant to Sections 9.3(c) through 9.3(f) or arising out of or resulting from Fraud may be satisfied, in the Purchaser’s sole discretion, by any or a combination of the following: (i) out of the portion of the

Security for the Indemnification Obligation. (a) Subject to As security for the limitations indemnification obligations contained in this Article 9IX, any claims for indemnification by a Purchaser Indemnified Party at the Closing, Level 8 shall set aside and holx xxxxxficates representing the Held Back Shares issued pursuant to this Agreement. Level 8 may set off against the Seller Parties Held Back Shares any Indemnifiable Damages, subject, however, to the following terms and conditions: (a) Level 8 shall give written notice to the holders of Held Back Shares of any claim for Indemnifiable Damages or any other damages hereunder, which notice shall set forth (i) the amount of themIndemnifable Damages or other loss, damage, cost or expense which Level 8 claims to have sustained by reason thereof, (ii) the basis of such claim, and including (iii) a right of the Company in the event of a pre-Closing indemnification to cure such claim) pursuant to Sections 9.3(a) or 9.3(b) other than arising out of or resulting from a Breach of a Fundamental Representation or a Breach of a Tax Representation or Fraud, will be satisfied first from the portion of the General Escrow Funds, if any, then held and not previously distributed pursuant to the terms of the Escrow Agreement (and the Seller will promptly execute and deliver any necessary instructions to or for the Escrow Agent in this regard) and thereafter by the R&W Insurance Policy; provided, that in the event of a pre-Closing indemnification claim, such claim will be satisfied by the Company in cash.; (b) Subject Such set off shall be effected on the later to occur of the expiration of twenty (20) days from the date of such notice if such claim has not been cured to the limitations contained in this Article 9reasonable satisfaction of Level 8 or, any claims for indemnification by a Purchaser Indemnified Party if such claim is contested, the date the dispute is resolved, and such set off shall be charged proportionally against the Seller Parties (or any of them, and including the Company in the event of a pre-Closing indemnification claim) arising out of or resulting from a Breach of a Fundamental Representation or a Breach of a Tax Representation, other than claims for indemnification arising out of or resulting from Fraud, shall be satisfied in the following order: (i) out of the portion of the General Escrow Funds, if any, then held and not previously distributed pursuant to the terms of the Escrow Agreement (and the Seller will promptly execute and deliver any necessary instructions to or for the Escrow Agent in this regard), then (ii) the R&W Insurance Policy, if and to the extent such Loss is covered thereunder, and then (iii) by any or a combination of the following: (A) by offset against any Earn-Out Payments due to the Seller hereunder (and any such offset amounts will be “deemed payments” for purposes of the True-Up Calculation under Section 1.2(b)(iii)), and (B) by the applicable Seller Parties (and in the event of a pre-Closing indemnification claim, by the Company) in cash. The Purchaser shall use all commercially reasonable efforts to seek coverage under the R&W Insurance Policy, including the timely and adequate delivery of notices of claims under the R&W Insurance Policy.shares set aside; (c) Subject The holders of Held Back Shares may, if the claim has not been cured pursuant to 9.3(b) above, instruct Level 8 to sell some or xxx of the limitations contained Held Back Shares and the net proceeds thereof shall be substituted for such Held Back Shares in any set off to be made by Level 8 pursuant to any claim hereunder subject to continued compliance with any applicable SEC and other regulations; and (d) For purposes of any set off against the Held Back Shares pursuant to this Article 9IX, any claims for indemnification by a Purchaser Indemnified Party against the Seller Parties shares of Level 8 Common Stock not sold as provided in clause (or any c) of them) pursuant to Sections 9.3(c) through 9.3(f) or arising out of or resulting from Fraud may this Section 9.3 shall be satisfied, in valued at the Purchaser’s sole discretion, by any or a combination of the following: (i) out of the portion of theTrading Price.

Security for the Indemnification Obligation. As security for the indemnification obligations contained in this ARTICLE V, at the Closing, the Buyer shall set aside and hold certificates representing the Held Back Shares issued pursuant to this Agreement. The Buyer may set off against the Held Back Shares any Indemnifiable Damages, subject, however, to the following terms and conditions: (a) Subject The Buyer shall give written notice to the limitations contained in this Article 9, holders of Held Back Shares of any claims claim for indemnification by a Purchaser Indemnified Party against the Seller Parties (Indemnifiable Damages or any other damages hereunder, which notice shall set forth (i) the amount of themIndemnifiable Damages or other loss, damage, cost or expense which the Buyer claims to have sustained by reason thereof, and including (ii) the Company in the event basis of a pre-Closing indemnification such claim) pursuant to Sections 9.3(a) or 9.3(b) other than arising out of or resulting from a Breach of a Fundamental Representation or a Breach of a Tax Representation or Fraud, will be satisfied first from the portion of the General Escrow Funds, if any, then held and not previously distributed pursuant to the terms of the Escrow Agreement (and the Seller will promptly execute and deliver any necessary instructions to or for the Escrow Agent in this regard) and thereafter by the R&W Insurance Policy; provided, that in the event of a pre-Closing indemnification claim, such claim will be satisfied by the Company in cash.; (b) Subject Such set off shall be effected on the later to occur on the limitations contained in this Article 9expiration of thirty (30) days from the date of such notice or, any claims for indemnification by a Purchaser Indemnified Party if such claim is contested, the date the dispute is resolved, and such set off shall be charged proportionally against the Seller Parties (or any of them, and including the Company in the event of a pre-Closing indemnification claim) arising out of or resulting from a Breach of a Fundamental Representation or a Breach of a Tax Representation, other than claims for indemnification arising out of or resulting from Fraud, shall be satisfied in the following order: (i) out of the portion of the General Escrow Funds, if any, then held and not previously distributed pursuant to the terms of the Escrow Agreement (and the Seller will promptly execute and deliver any necessary instructions to or for the Escrow Agent in this regard), then (ii) the R&W Insurance Policy, if and to the extent such Loss is covered thereunder, and then (iii) by any or a combination of the following: (A) by offset against any Earn-Out Payments due to the Seller hereunder (and any such offset amounts will be “deemed payments” for purposes of the True-Up Calculation under Section 1.2(b)(iii)), and (B) by the applicable Seller Parties (and in the event of a pre-Closing indemnification claim, by the Company) in cash. The Purchaser shall use all commercially reasonable efforts to seek coverage under the R&W Insurance Policy, including the timely and adequate delivery of notices of claims under the R&W Insurance Policy.shares set aside; (c) Subject After the Held Back Shares are registered and any restrictions on sale imposed under the Securities Act or otherwise are terminated, the Shareholders may instruct the Buyer to sell some or all of the limitations contained Held Back Shares and the net proceeds thereof shall be substituted for such Held Back Shares in this Article 9, any claims for indemnification set off to be made by a Purchaser Indemnified Party the Buyer pursuant to any claim hereunder subject to continued compliance with any applicable SEC and other regulations; and (d) For purposes of any set off against the Seller Parties (or any of them) Held Back Shares pursuant to Sections 9.3(c) through 9.3(f) or arising out of or resulting from Fraud may be satisfiedthis ARTICLE V, in the Purchaser’s sole discretion, by any or a combination shares of the following: Buyer's Common Stock not sold as provided in clause (ic) out of this Section shall be valued at the Average Closing Sale Price as of the portion of theClosing Date.

Security for the Indemnification Obligation. (a) Subject to As security for the limitations indemnification obligations contained in this Article 9IX, any claims for indemnification by a Purchaser Indemnified Party at the Closing, Republic shall set aside and hold certificates representing the Held Back Shares issued pursuant to this Agreement. Republic may set off against the Seller Parties Held Back Shares any Indemnifiable Damages, subject, however, to the following terms and conditions: (a) Republic shall give written notice to the holders of Held Back Shares of any claim for Indemnifiable Damages or any other damages hereunder, which notice shall set forth (i) the amount of themIndemnifiable Damages or other loss, damage, cost or expense which Republic claims to have sustained by reason thereof, and including (ii) the Company in the event basis of a pre-Closing indemnification such claim) pursuant to Sections 9.3(a) or 9.3(b) other than arising out of or resulting from a Breach of a Fundamental Representation or a Breach of a Tax Representation or Fraud, will be satisfied first from the portion of the General Escrow Funds, if any, then held and not previously distributed pursuant to the terms of the Escrow Agreement (and the Seller will promptly execute and deliver any necessary instructions to or for the Escrow Agent in this regard) and thereafter by the R&W Insurance Policy; provided, that in the event of a pre-Closing indemnification claim, such claim will be satisfied by the Company in cash.; (b) Subject Such set off shall be effected on the later to occur on the limitations contained in this Article 9expiration of twenty (20) days from the date of such notice or, any claims for indemnification by a Purchaser Indemnified Party if such claim is contested, the date the dispute is resolved, and such set off shall be charged proportionally against the Seller Parties (or any of them, and including the Company in the event of a pre-Closing indemnification claim) arising out of or resulting from a Breach of a Fundamental Representation or a Breach of a Tax Representation, other than claims for indemnification arising out of or resulting from Fraud, shall be satisfied in the following order: (i) out of the portion of the General Escrow Funds, if any, then held and not previously distributed pursuant to the terms of the Escrow Agreement (and the Seller will promptly execute and deliver any necessary instructions to or for the Escrow Agent in this regard), then (ii) the R&W Insurance Policy, if and to the extent such Loss is covered thereunder, and then (iii) by any or a combination of the following: (A) by offset against any Earn-Out Payments due to the Seller hereunder (and any such offset amounts will be “deemed payments” for purposes of the True-Up Calculation under Section 1.2(b)(iii)), and (B) by the applicable Seller Parties (and in the event of a pre-Closing indemnification claim, by the Company) in cash. The Purchaser shall use all commercially reasonable efforts to seek coverage under the R&W Insurance Policy, including the timely and adequate delivery of notices of claims under the R&W Insurance Policy.shares set aside; (c) Subject After the Held Back Shares are registered and any restrictions on sale imposed under the Securities Act or otherwise are terminated, the Shareholders may instruct Republic to sell some or all of the limitations contained Held Back Shares and the net proceeds thereof shall be substituted for such Held Back Shares in any set off to be made by Republic pursuant to any claim hereunder subject to continued compliance with any applicable SEC and other regulations; and (d) For purposes of any set off against the Held Back Shares pursuant to this Article 9IX, any claims for indemnification by a Purchaser Indemnified Party against the Seller Parties shares of Republic Common Stock not sold as provided in clause (or any c) of them) pursuant to Sections 9.3(c) through 9.3(f) or arising out of or resulting from Fraud may this Section shall be satisfied, in valued at the Purchaser’s sole discretion, by any or a combination of the following: (i) out of the portion of thePrice per Share.

Security for the Indemnification Obligation. (a) Subject to As security for the limitations indemnification obligations contained in this Article 9IX, any claims for indemnification by a Purchaser Indemnified Party at the Closing, Republic shall set aside and hold certificates representing the Held Back Shares issued pursuant to this Agreement. Subject to the provisions of Section 9.2, Republic may set off against the Seller Parties Held Back Shares any Indemnifiable Damages (to the extent not paid in full by the Shareholder prior to the expiration of the ten (10) day period provided in Section 9.3(b) below) subject, however, to the following, terms and conditions: (a) Republic shall give written notice to the holders of Held Back Shares of any claim for Indemnifiable Damages or any other damages hereunder, which notice shall set forth (i) the amount of themIndemnifiable Damages or other loss, damage, cost or expense which Republic claims to have sustained by reason thereof, and including (ii) the Company in the event basis of a pre-Closing indemnification such claim) pursuant to Sections 9.3(a) or 9.3(b) other than arising out of or resulting from a Breach of a Fundamental Representation or a Breach of a Tax Representation or Fraud, will be satisfied first from the portion of the General Escrow Funds, if any, then held and not previously distributed pursuant to the terms of the Escrow Agreement (and the Seller will promptly execute and deliver any necessary instructions to or for the Escrow Agent in this regard) and thereafter by the R&W Insurance Policy; provided, that in the event of a pre-Closing indemnification claim, such claim will be satisfied by the Company in cash.; (b) Subject to the limitations contained in this Article 9, any claims for indemnification by a Purchaser Indemnified Party against the Seller Parties (or any of them, and including the Company in the event of a pre-Closing indemnification claim) arising out of or resulting from a Breach of a Fundamental Representation or a Breach of a Tax Representation, other than claims for indemnification arising out of or resulting from Fraud, Such set off shall be satisfied in effected on the following order: (i) out later to occur of the portion expiration of ten (10) days from the General Escrow Fundsdate of such notice (the "Notice of Contest Period") or, if anysuch claim is contested, then held and not previously distributed pursuant to the terms of date the Escrow Agreement (and the Seller will promptly execute and deliver any necessary instructions to or for the Escrow Agent in this regard), then (ii) the R&W Insurance Policy, if and to the extent such Loss dispute is covered thereunder, and then (iii) by any or a combination of the following: (A) by offset against any Earn-Out Payments due to the Seller hereunder (and any such offset amounts will be “deemed payments” for purposes of the True-Up Calculation under Section 1.2(b)(iii)), and (B) by the applicable Seller Parties (and in the event of a pre-Closing indemnification claim, by the Company) in cash. The Purchaser shall use all commercially reasonable efforts to seek coverage under the R&W Insurance Policy, including the timely and adequate delivery of notices of claims under the R&W Insurance Policy.resolved; (c) Subject After the Held Back Shares are registered and any restrictions on sale imposed under the Securities Act or otherwise are terminated, the Shareholder may instruct Republic to sell some or all of the limitations contained Held Back Shares and the net proceeds thereof shall be held by Republic in an interest-bearing account and shall be substituted for such Held Back Shares in any set off to be made by Republic pursuant to any claim hereunder subject to continued compliance with any applicable SEC and other regulations; and (d) For purposes of any set off against the Held Back Shares pursuant to this Article 9IX, any claims for indemnification by a Purchaser Indemnified Party against the Seller Parties shares of Republic Common Stock not sold as provided in clause (or any c) of them) pursuant to Sections 9.3(c) through 9.3(f) or arising out of or resulting from Fraud may this Section shall be satisfied, in valued at the Purchaser’s sole discretion, by any or a combination of the following: (i) out of the portion of thePrice per Share.