Common use of Transaction Related Indemnification Clause in Contracts

Transaction Related Indemnification. (a) Each of the Stockholders acknowledges and agrees that the Investors have relied on the representations, warranties, covenants and other agreements of the Stockholders and the Company contained herein in connection with their acquisition of the Convertible Preferred Stock and willingness to provide the Company with the proceeds required to consummate the Redemption. Accordingly, the Stockholders severally and not jointly, on his, her or its own behalf and on behalf of his, her or its successors, executors, administrators, estate, heirs and assigns (collectively, for the purposes of this Section 5.2, the "STOCKHOLDER PARTIES", and each individually, a "STOCKHOLDER PARTY") (or, at the sole option of the Investors with respect to any matter subject to indemnification under this Section 5.2, the Company) agree (on a pro-rata basis based on the relative proceeds received by each such Stockholder in the Redemption), to defend, indemnify and hold the Investors, their respective affiliates and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, (collectively, the "INVESTOR PARTIES" and, individually, an "INVESTOR PARTY") harmless from and against any and all damages, liabilities, losses, claims, diminution in value, obligations, liens, assessments, judgments, Taxes, fines, penalties, reasonable costs and expenses (including, without limitation, reasonable fees of a single counsel representing the Investor Parties), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing and consequential damages) ("LOSSES") that may be sustained or suffered by any such Investor Party based upon, arising out of, or by reason of (i) any breach of any representation or warranty made by the Company or such Stockholders, as applicable, in Section 2 of this Agreement; (ii) the generation, transport, use, handling, processing, disposal, storage, release or treatment of the substance 0, 0, 0 xxxxxxxxxxxxxxxxx (XXX) ("XXX") at the property located at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx; (iii) any settlement, judgment or other payment by the Company or any of its subsidiaries in excess of $250,000 with respect to the Company's dispute with Xxxxxxx Scientific Pte Ltd. ("Xxxxxxx") in connection with services performed by Xxxxxxx for the Company, or (iv) any trademark infringement claims by White Eagle Systems Technology, Inc. (or its successors or assigns) with respect to the use by the Company of the name "Eagle Test Systems" or a derivative thereof.

Transaction Related Indemnification. (a) Each of the Stockholders acknowledges and agrees that the Investors have relied on the representations, warranties, covenants and other agreements of the Stockholders and the Company contained herein in connection with their acquisition of the Convertible Preferred Stock and willingness to provide the Company with the proceeds required to consummate the Redemption. Accordingly, the Stockholders severally and not jointlyThe Major Stockholder, on his, her or its his own behalf and on behalf of his, her or its his successors, executors, administrators, estate, heirs and assigns (the “Stockholder Indemnifying Party”), shall indemnify the Investors, their respective Affiliates, shareholders, directors, officers, employees and agents and each Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, for the purposes of this Section 5.2, the "STOCKHOLDER PARTIES", and each individually, a "STOCKHOLDER PARTY"“Investor Indemnified Parties”) (or, at the sole option of the Investors with respect to any matter subject to indemnification under this Section 5.2, the Company) agree (on a pro-rata basis based on the relative proceeds received by each such Stockholder in the Redemption), to defend, indemnify and hold the Investors, their respective affiliates and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, (collectively, the "INVESTOR PARTIES" and, individually, an "INVESTOR PARTY") harmless from and against for any and all damages, liabilities, losses, claims, diminution in value, obligations, liens, assessments, judgments, Taxes, fines, penalties, reasonable costs and expenses (including, without limitation, including reasonable fees of a single counsel representing the Investor Parties), as the same are incurred, of any kind or nature whatsoever (counsel) whether or not arising out of third-third party claims and including all reasonable amounts paid in investigation, defense or settlement of the foregoing and consequential damages) ("LOSSES"those items so indemnified against, after taking into account any mitigating or offsetting benefits, including, without limitation, the present value of benefits attributable to Taxes, insurance proceeds or any indemnity, contribution or similar payment recovered or reasonably likely to be recovered by the Investor Indemnified Parties, or the Company as the case may be, from any Person other than the Major Stockholder, “Losses”) that may be sustained or suffered by any such Investor Party Indemnified Party, or the Company as the case may be, based upon, arising out of, of or by reason of (ia) any breach of any representation or warranty of the Major Stockholder contained in this Agreement other than any breach of the representations and warranties contained in Section 2.11 to the extent such matters are the subject of separate indemnification pursuant to Section 5.2(c) hereof, (b) any breach of covenant or agreement made by the Company Major Stockholder in this Agreement or such Stockholdersin any certificate, as applicabledocument or instrument delivered in connection with the transactions contemplated hereby, in Section 2 of this Agreement; or (iic) the generation, transport, use, handling, processing, disposal, storage, release or treatment of the substance 0, 0, 0 xxxxxxxxxxxxxxxxx (XXX) ("XXX") at the property located at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx; (iii) any settlement, judgment or other payment by assertion against the Company or any of its subsidiaries in excess Subsidiaries of $250,000 any liability relating to the failure of the Company or any of its Subsidiaries to accrue and pay all sales and use Taxes or payroll Taxes incurred by them with respect to any Tax period ending on or prior to the Company's dispute with Xxxxxxx Scientific Pte Ltd. ("Xxxxxxx") in connection with services performed by Xxxxxxx for Closing Date and the Company, failure of the Company or (iv) any trademark infringement claims by White Eagle Systems Technology, Inc. (or of its successors or assigns) Subsidiaries to timely file correct Tax Returns with respect thereto. The parties hereto shall report any indemnification payments hereunder as a purchase price adjustment to the use extent permitted by the Company of the name "Eagle Test Systems" or a derivative thereofapplicable law.

Transaction Related Indemnification. (a) Each of the Stockholders acknowledges and agrees that the Investors have relied on the representationsThe Selling Shareholders, warranties, covenants and other agreements of the Stockholders and the Company contained herein in connection with their acquisition of the Convertible Preferred Stock and willingness to provide the Company with the proceeds required to consummate the Redemption. Accordingly, the Stockholders severally and not jointly, each on his, her or its own behalf and on behalf of his, his or her or its successors, executors, administrators, estate, heirs and assigns (collectively, for the purposes of this Section 5.2Article VIII, the "STOCKHOLDER PARTIES"“Shareholder Indemnifying Parties”) and the Company on its own behalf and on behalf of its successors and assigns (the “Company Indemnifying Parties” and collectively with the Shareholder Indemnifying Parties, and each individuallythe “Indemnifying Parties”), a "STOCKHOLDER PARTY") (or, at the sole option of the Investors with respect to any matter subject to indemnification under this the limitations set forth in Section 5.28.03 below, the Company) agree (on a pro-rata basis based on the relative proceeds received by each such Stockholder in the Redemption)agree, to defend, indemnify and hold the Investors, their respective affiliates and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act (collectively, the "INVESTOR PARTIES" “Investor Indemnified Parties” and, individually, an "INVESTOR PARTY") “Investor Indemnified Party”), harmless from and against any and all damages, liabilities, losses, claims, diminution in value, obligations, liens, assessments, judgments, Taxestaxes, fines, penalties, reasonable costs and expenses (including, without limitation, reasonable fees of a single counsel representing the Investor Indemnified Parties), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing and consequential damagesforegoing) ("LOSSES"“Losses”) that which may be sustained or suffered by any such Investor Indemnified Party based upon, arising out of, or by reason of (ia) any breach of a representation or warranty made by a Selling Shareholder or the Company contained in this Agreement, the Transaction Documents or any certificate or other writing delivered pursuant hereto or thereto (other than a Fundamental Representation), (b) any breach of a Fundamental Representation by a Selling Shareholder or by the Company or (c) any breach of any representation or warranty covenant made by a Selling Shareholder or the Company or such Stockholders, as applicable, in Section 2 of this Agreement; (ii) , the generation, transport, use, handling, processing, disposal, storage, release Transaction Documents or treatment of the substance 0, 0, 0 xxxxxxxxxxxxxxxxx (XXX) ("XXX") at the property located at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx; (iii) any settlement, judgment certificate or other payment by the Company writing delivered pursuant hereto or any of its subsidiaries in excess of $250,000 with respect to the Company's dispute with Xxxxxxx Scientific Pte Ltd. ("Xxxxxxx") in connection with services performed by Xxxxxxx for the Company, or (iv) any trademark infringement claims by White Eagle Systems Technology, Inc. (or its successors or assigns) with respect to the use by the Company of the name "Eagle Test Systems" or a derivative thereofthereto.

Transaction Related Indemnification. (a) Each of the The Stockholders acknowledges and agrees that the Investors have relied on the representationsagree to severally, warranties, covenants and other agreements of the Stockholders and the Company contained herein in connection accordance with their acquisition of the Convertible Preferred Stock and willingness to provide the Company with the proceeds required to consummate the Redemption. Accordingly, the Stockholders severally and not jointlypro rata participation as set forth on Schedule A-2 hereto, on his, her or its their own behalf and on behalf of his, her or its their successors, executors, administrators, estate, heirs and assigns (collectively, for the purposes of this Section 5.27.2, the "STOCKHOLDER PARTIES"“Seller Indemnifying Parties”, and each individually, a "STOCKHOLDER PARTY"“Seller Indemnifying Party”) (or, at the sole option of the Investors with respect to any matter subject to indemnification under this Section 5.2, the Company) agree (on a pro-rata basis based on the relative proceeds received by each such Stockholder in the Redemption), to defend, indemnify and hold the Investors, their respective affiliates Harbor and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholdersits officers, directors, officers, employees stockholders and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, (collectively, the "INVESTOR PARTIES" “Harbor Indemnified Parties” and, individually, an "INVESTOR PARTY"“Harbor Indemnified Party”) harmless from and against any and all damages, liabilities, losses, claims, diminution in value, obligations, liens, assessments, judgments, Taxes, fines, penalties, reasonable costs and expenses (including, without limitation, reasonable fees of a single counsel law firm representing the Investor Harbor Indemnified Parties), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing and consequential damages; provided that consequential damages shall not include any punitive, speculative or remote damages)) ("LOSSES"“Losses”) that which may be sustained or suffered by any such Investor Harbor Indemnified Party based upon, arising out of, or by reason of any breach of (i) any breach of any representation or warranty made by the Company or such Stockholders, as applicable, the Stockholders in Section 2 of this Agreement; (ii) the generation, transport, use, handling, processing, disposal, storage, release Agreement or treatment of the substance 0, 0, 0 xxxxxxxxxxxxxxxxx (XXX) ("XXX") at the property located at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx; (iii) in any settlement, judgment or other payment certificate delivered by the Company or any of its subsidiaries in excess of $250,000 with respect the Stockholders pursuant to the Company's dispute with Xxxxxxx Scientific Pte Ltd. terms of this Agreement and ("Xxxxxxx") in connection with services performed by Xxxxxxx for the Company, or (ivii) any trademark infringement claims by White Eagle Systems Technology, Inc. (covenant or its successors or assigns) with respect to the use agreement made by the Company or the Stockholders contained in this Agreement, but only to the extent in each case that amounts are available in the Escrow Fund (as defined in Section 7.6(b)) to pay for such Losses. Notwithstanding the several nature of the name "Eagle Test Systems" obligations of the Stockholders set forth in the preceding sentence, a Harbor Indemnified Party may make a claim against the Escrow Fund up to the full amount then available in the Escrow Fund for any Losses referred to in the foregoing sentence irrespective of whether such Losses are based upon, arise out of or by reason of any breach of a derivative thereofrepresentation, warranty, covenant or agreement of the Company or any Stockholder and a Harbor Indemnified Party shall not be limited in any such claim against the Escrow Fund to any such Stockholder’s pro rata participation in the Escrow Fund. For purposes of the indemnity provided by the Stockholders in this Section 7, the disclosures set forth in Section 2.18 of the Disclosure Schedule shall be disregarded.

Transaction Related Indemnification. (a) Each of the Stockholders acknowledges and Parent agrees that the Investors have relied on the representations, warranties, covenants and other agreements of the Stockholders and the Company contained herein in connection with their acquisition of the Convertible Preferred Stock and willingness to provide the Company with the proceeds required to consummate the Redemption. Accordingly, the Stockholders severally and not jointly, on his, her or its own behalf and on behalf of his, her or its successors, executors, administrators, estate, heirs and assigns (collectively, for the purposes of this Section 5.2, the "STOCKHOLDER PARTIES", and each individually, a "STOCKHOLDER PARTY") (or, at the sole option of the Investors with respect to any matter subject to indemnification under this Section 5.2, the Company) agree (on a pro-rata basis based on the relative proceeds received by each such Stockholder in the Redemption), to defend, indemnify and hold the Investors, their Buyer and its Affiliates and respective affiliates and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees and agents of the foregoing and each person Person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, (collectively, parties receiving the "INVESTOR PARTIES" and, individually, an "INVESTOR PARTY"benefit of the indemnification agreement under this Section 9.2(a) shall be referred to collectively as “Buyer Indemnified Parties” and individually as a “Buyer Indemnified Party”) harmless from and against any and all damages, liabilities, losses, claims, diminution in value, obligations, liens, assessments, judgments, Taxes, fines, penalties, reasonable out of pocket costs and expenses (including, without limitation, including reasonable fees of a single counsel representing and all amounts paid in investigation, defense or settlement of any of the Investor Partiesforegoing), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of third-third party claims and including all amounts paid in investigation, defense or settlement of any of the foregoing and consequential damagesforegoing) ("LOSSES"a “Loss” or “Losses”) that which may be sustained or suffered by any such Investor Party Buyer Indemnified Party, (for purposes of determining Losses, the representations, warranties, covenants and agreements contained in this Agreement and the Transition Services Agreement and in the schedules hereto, and all certificates and instruments executed and delivered in connection herewith, that are qualified by reference to “material,” “materially,” “material adverse change,” “material adverse effect,” “Material Adverse Effect” or any similar term (collectively, “Materiality Qualifiers”) shall be deemed to have been made and undertaken without giving effect to such Materiality Qualifiers) based upon, arising out of, or by reason of (i) any breach or otherwise in respect of any representation or warranty made by the Company or such Stockholders, as applicable, in Section 2 of this Agreement; (ii) the generation, transport, use, handling, processing, disposal, storage, release or treatment of the substance 0, 0, 0 xxxxxxxxxxxxxxxxx (XXX) ("XXX") at the property located at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx; (iii) any settlement, judgment or other payment by the Company or any of its subsidiaries in excess of $250,000 with respect to the Company's dispute with Xxxxxxx Scientific Pte Ltd. ("Xxxxxxx") in connection with services performed by Xxxxxxx for the Company, or (iv) any trademark infringement claims by White Eagle Systems Technology, Inc. (or its successors or assigns) with respect to the use by the Company of the name "Eagle Test Systems" or a derivative thereof.with:

Transaction Related Indemnification. (a) Each of the Stockholders Company and the Shareholders acknowledges and agrees that the Investors Buyer and the Funds have relied on the representations, warranties, covenants and other agreements of the Stockholders Company and the Company Shareholders contained herein in connection with their acquisition of the Convertible Preferred Stock investment hereunder and their willingness to provide the Company with funds necessary for the proceeds required purchase of, or to consummate purchase, the RedemptionPurchased Shares from the Shareholders. Accordingly, each of the Stockholders Shareholders severally and not jointly, jointly (on a pro rata basis calculated based on the amounts deposited thereby in escrow pursuant to Section 1.8) on his, her or its own behalf and on behalf of his, her or its successors, executors, administrators, estate, heirs and assigns (collectively, for the purposes of this Section 5.27.2, the "STOCKHOLDER PARTIES"“Shareholder Indemnifying Parties”, and each individually, a "STOCKHOLDER PARTY"“Shareholder Indemnifying Party”) (or, at the sole option of the Investors Buyer and the Funds with respect to any matter subject to indemnification under this Section 5.27.2, the Company) agree (on a pro-rata basis based on the relative proceeds received by each such Stockholder in the Redemption), to defend, indemnify and hold the InvestorsBuyer, the Funds, their respective affiliates and direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, managers, employees and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Actagents, (collectively, the "INVESTOR PARTIES" “Buyer Indemnified Parties” and, individually, an "INVESTOR PARTY"a “Buyer Indemnified Party”) harmless from and against any and all damages, liabilities, losses, claims, diminution in value, obligations, liens, charges, assessments, judgments, Taxes, fines, penalties, reasonable costs and expenses (including, without limitation, reasonable fees of a single counsel representing the Investor Buyer Indemnified Parties), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing and consequential damages) ("LOSSES"“Losses”) that which may be sustained or suffered by any such Investor Buyer Indemnified Party based upon, arising out of, or by reason of (i) any breach of any representation or warranty made by the Company or such Stockholders, as applicable, in Section 2 of this Agreement; (ii) the generation, transport, use, handling, processing, disposal, storage, release or treatment of the substance 0, 0, 0 xxxxxxxxxxxxxxxxx (XXX) ("XXX") at the property located at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx; (iii) any settlement, judgment or other payment by the Company or any of its subsidiaries in excess of $250,000 with respect to the Company's dispute with Xxxxxxx Scientific Pte Ltd. ("Xxxxxxx") in connection with services performed by Xxxxxxx for the Company, or (iv) any trademark infringement claims by White Eagle Systems Technology, Inc. (or its successors or assigns) with respect to the use by the Company of the name "Eagle Test Systems" or a derivative thereof.of:

Transaction Related Indemnification. (a) Each of the Stockholders acknowledges and agrees that the Investors have relied Selling Stockholder (other than Greylock) (on the representations, warranties, covenants and other agreements of the Stockholders and the Company contained herein in connection with their acquisition of the Convertible Preferred Stock and willingness to provide the Company with the proceeds required to consummate the Redemption. Accordingly, the Stockholders severally and not jointly, on his, her or its own behalf and on behalf of his, her or its successors, executors, administrators, estate, heirs heirs, and assigns assigns) (collectively, for the purposes of this Section 5.28, the "STOCKHOLDER PARTIESIndemnifying Parties", and each individually, a "STOCKHOLDER PARTY") (or, at the sole option of the Investors with respect to any matter subject to indemnification under this Section 5.2, the Company) agree (on a pro-rata basis based on the relative proceeds received by each such Stockholder in the Redemption), severally and not jointly, agrees to defend, indemnify and hold the Investors, their respective affiliates and respective direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees employees, attorneys and agents of each of the foregoing and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act (collectively, parties receiving the benefit of the indemnification agreement herein shall be referred to collectively as "INVESTOR PARTIESIndemnified Parties" and, individually, and individually as an "INVESTOR PARTYIndemnified Party") harmless from and against any and all damages, liabilities, losses, claims, diminution in value, obligations, liensdeficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, fines, Taxes, fines, penalties, reasonable costs and expenses (including, including without limitation, reasonable fees of a single counsel representing the Investor Parties)counsel, as the same are incurred, accountants or consultants) of any kind or nature whatsoever ("Claims") (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing and consequential damagesforegoing) ("LOSSES") that which may be sustained or suffered by any such Investor Indemnified Party (a "Loss" or "Losses"), based upon, arising out of, or by reason of or otherwise in respect of (i) any inaccuracy in or breach of any representation or warranty made by the Company or and/or such Stockholders, as applicable, Indemnifying Party in Section 2 of this Agreement; , or in any Schedule or certificate delivered by the Company or by or on behalf of such Indemnifying Party as part of or pursuant to this Agreement, or any claim, action or proceeding asserted or instituted or arising out of any matter or thing covered by such inaccuracy in or breach of such representations or warranties (collectively, the "Warranty Claims") or (ii) the generationlitigation matter described in Item 2 of SECTION 2.15 OF THE DISCLOSURE SCHEDULE but only to the extent Losses related to such litigation matter exceed $200,000 (the "Litigation Claims"); PROVIDED, transportthat Loss and Losses shall not include any special, useindirect, handlingconsequential or speculative damages. For purposes of clarification, processing, disposal, storage, release losses suffered or treatment of the substance 0, 0, 0 xxxxxxxxxxxxxxxxx (XXX) ("XXX") at the property located at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx; (iii) any settlement, judgment or other payment sustained by the Company or any of its subsidiaries in excess of $250,000 with respect shall not give rise to indemnification hereunder unless to the Company's dispute with Xxxxxxx Scientific Pte Ltd. ("Xxxxxxx") extent the same results in connection with services performed by Xxxxxxx for the Company, or (iv) any trademark infringement claims by White Eagle Systems Technology, Inc. (or its successors or assigns) with respect a Loss to the use by the Company of the name "Eagle Test Systems" or a derivative thereofan Indemnified Party.

Transaction Related Indemnification. (a) Each of the Stockholders acknowledges and agrees that the Investors have relied on the representations, warranties, covenants and other agreements of the Stockholders and the Company contained herein in connection with their acquisition of the Convertible Preferred Stock and willingness to provide the Company with the proceeds required to consummate the Redemption. Accordingly, the Stockholders severally and not jointlyThe Company, on his, her or its own behalf ----------------------------------- and on behalf of hisits successors and assigns, her or its successorsand, executors, administrators, estate, heirs and assigns (collectively, for the purposes of this Section 5.2, the "STOCKHOLDER PARTIES", and each individually, a "STOCKHOLDER PARTY") (or, at the sole option of the Investors with respect to any matter subject to indemnification under this the third sentence of Section 5.22.11(a) above, the Company) agree (on a pro-rata basis based on the relative proceeds received by each such Stockholder in the Redemption)Stockholders, jointly and severally, agrees to defend, indemnify and hold the InvestorsInvestor, their its respective affiliates and direct and indirect partners (including partners of partners and stockholders and members of partners), membersaffiliates, stockholders, directors, officers, employees and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange -------- Act"), (collectively, the "INVESTOR PARTIESInvestor Indemnified Parties" and, individually, an --- ---------------------------- "INVESTOR PARTYInvestor Indemnified Party") harmless from and against any and all damages, -------------------------- liabilities, losses, claims, diminution in value, obligations, liens, assessments, judgments, Taxes, fines, penalties, reasonable costs and expenses (including, without limitation, reasonable fees of a single counsel representing the Investor Partiescounsel), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of third-third- party claims and including all amounts paid in investigation, defense or settlement of the foregoing and consequential damagesforegoing) ("LOSSES") that which may be sustained or suffered by any such Investor Indemnified Party ("Losses") (with any such Losses to be calculated ------ after giving effect to any insurance proceeds actually received by the Investor), based upon, arising out of, or by reason of (i) or otherwise in respect of or in connection with any breach of any representation or warranty made by the Company or such Stockholders, as applicable, the Stockholders in Section 2 or Section 3 of this Agreement; Agreement (ii) including, without limitation, in the generationDisclosure Schedule), transportor in any other agreement, use, handling, processing, disposal, storage, release document or treatment of the substance 0, 0, 0 xxxxxxxxxxxxxxxxx (XXX) ("XXX") at the property located at 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx; (iii) any settlement, judgment instrument executed in connection herewith or other payment by the Company delivered or any of its subsidiaries in excess of $250,000 with respect furnished to the Company's dispute with Xxxxxxx Scientific Pte Ltd. ("Xxxxxxx") in connection with services performed by Xxxxxxx for the Company, or (iv) any trademark infringement claims by White Eagle Systems Technology, Inc. (or its successors or assigns) with respect to the use by the Company of the name "Eagle Test Systems" or a derivative thereofInvestor hereunder.