Common use of General Indemnification Provisions Clause in Contracts

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation or knowledge by a party of a breach of a representation or warranty of another party hereto shall affect the representations and warranties of the breaching party or the recourse available to such first party under any provision of this Agreement (including this ARTICLE VIII) with respect thereto. For all purposes of this ARTICLE VIII including for purposes determining whether there has been a breach giving rise to the indemnification claim and the amount of Losses, all of the representations, warranties and covenants set forth in this Agreement (including the schedules, exhibits and annexes hereto) that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. In any claim for indemnification under this Agreement, no Person shall be required to indemnify any Person for punitive damages or special damages, unless such punitive damages, or special damages are actually awarded to a third party.

General Indemnification Provisions. (a) The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. . (b) No investigation by Buyer and/or Parent or knowledge by a party Knowledge of Buyer and/or Parent of a breach of a representation or warranty of another party hereto Seller or any Principal shall affect the representations and warranties of Seller or the breaching party Principals or the recourse available to such first party Buyer or Parent under any provision of this Agreement (including this ARTICLE VIIIIX) with respect thereto. For all . (c) Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE VIII including for purposes determining whether there has been IX, the amount of any Loss arising from the breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement shall be the entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach giving rise and not just that portion of the Loss that exceeds the relevant level of materiality, if any. (d) Except to the extent otherwise provided in Section 9.7 below, any indemnification obligation of an Indemnitor under this ARTICLE IX will be paid in cash within three (3) Business Days after the determination of such obligation in accordance with Section 9.4. (e) The provisions of this ARTICLE IX notwithstanding, at its sole discretion and without limiting any other rights of Buyer and/or Parent under this Agreement or any Ancillary Document or at law or equity, to the extent that a Buyer Indemnified Party is entitled to indemnification hereunder, if Seller and Principals fail or refuse to promptly indemnify such Buyer Indemnified Party as provided herein then Buyer and/or Parent (or any other Buyer Indemnified Party) may offset the full amount to which such Buyer Indemnified Party is entitled, in whole or in part, by reducing the amount of any payment or other obligation due to any of Seller or Principals pursuant to this Agreement or any Ancillary Document, including the Holdback or any amounts owed by Buyer and/or Parent pursuant to any outstanding indemnification claim and the amount of Losses, all of the representations, warranties and covenants set forth in this Agreement (including the schedules, exhibits and annexes hereto) that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. In any claim for indemnification under this Agreement, no Person shall be required to indemnify any Person for punitive damages or special damages, unless such punitive damages, or special damages are actually awarded to a third partypayments otherwise payable hereunder.

General Indemnification Provisions. (a) The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses Losses, net of the cost of recovery, the payment of any deductible, and any increase in premiums (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. . (b) No investigation by the Purchasers or knowledge by a party Knowledge of the Purchasers of a breach of a representation or warranty of another party hereto the Company shall affect the representations and warranties of the breaching party Company or the recourse available to such first party the Purchasers under any provision of this Agreement (including this ARTICLE VIIIIX) with respect thereto. For all . (c) Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE VIII including for purposes determining whether there has been a breach giving rise to the indemnification claim and IX, the amount of Lossesany Loss arising from the breach of any representation, all of the representationswarranty, warranties and covenants set forth covenant, obligation or agreement contained in this Agreement (including shall be the schedules, exhibits entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and annexes hereto) not just that are qualified by portion of the Loss that exceeds the relevant level of materiality, Material Adverse Effect or words if any. (d) Any indemnification obligation of similar import or effect an Indemnitor under this ARTICLE IX will be deemed to have been made without any paid in cash within three (3) Business Days after the determination of such qualification. In any claim for indemnification under this Agreement, no Person shall be required to indemnify any Person for punitive damages or special damages, unless such punitive damages, or special damages are actually awarded to a third partyobligation in accordance with Section 9.4.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation Seller will not have any right to seek contribution from any Ameri Company with respect to all or knowledge any part of Seller’s indemnification obligations under this ARTICLE VI. The Buyer Indemnified Parties will not be required to make any claim against any Ameri Company in respect of any representation, warranty, covenant or any other obligation of an Ameri Company to Buyer hereunder or under any Ancillary Document to which an Ameri Company is a party, and may solely seek action against Seller. Any Losses under this Agreement and the Ancillary Documents shall be determined without duplication of recovery by a party reason of the state of facts giving rise to such Losses constituting a breach of a representation more than one representation, warranty, covenant or warranty of another party hereto shall affect the representations and warranties of the breaching party or the recourse available to such first party under any provision of this Agreement (including this ARTICLE VIII) with respect theretoagreement. For Unless otherwise required by applicable Law, all purposes of this ARTICLE VIII including for purposes determining whether there has been a breach giving rise indemnification payments will constitute adjustments to the indemnification claim consideration for all Tax purposes, and the amount of Losses, all of the representations, warranties and covenants set forth in this Agreement (including the schedules, exhibits and annexes hereto) that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without no party may take any position inconsistent with such qualification. In any claim for indemnification under this Agreement, no Person shall be required to indemnify any Person for punitive damages or special damages, unless such punitive damages, or special damages are actually awarded to a third partycharacterization.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses ▇▇▇▇▇▇ (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation or knowledge by a party the Purchaser or Fresh2 or their respective Representatives, on the one hand, or the Seller Parties or their Representatives, on the other hand, or knowledge by the Purchaser or Fresh2 or their respective Representatives, on the one hand, or the Seller Parties or their Representatives, on the other hand, of a breach of a representation or warranty of another party hereto the other set of Parties shall affect the such other set of Parties’ representations and warranties of the breaching party or the recourse available to such first party set of Parties or any other Indemnitee of such first set of Parties under any provision of this Agreement (including this ARTICLE VIIISection 7) with respect thereto. For all purposes of this ARTICLE VIII Section 7, including for purposes determining whether there has been a breach giving rise to the indemnification claim and the amount of Losses, all of the representations, warranties and covenants set forth in this Agreement (including the schedules, exhibits and annexes heretoDisclosure Schedules) or any other Transaction Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. In No Seller will have any claim for right to seek contribution from any Group Company or Purchaser with respect to all or any part of such Seller’s indemnification obligations under this Agreement, no Person shall Section 7. The Purchaser Indemnified Parties will not be required to indemnify make any claim against any Group Company in respect of any representation, warranty, covenant or any other obligation of a Group Company to the Purchaser or Fresh2 hereunder or under any other Transaction Document to which a Group Company is a party, and may solely seek action against Sellers. Any Losses under this Agreement and the other Transaction Documents shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Purchase Price for all Tax purposes, and no Party may take any position inconsistent with such characterization. The provisions in this Section 7 shall be enforceable regardless of whether the Liability is based upon past, present or future acts, claims or Laws and regardless of whether any Person for punitive damages (including the Person from whom relief is sought) alleges or special damagesproves the sole, unless such punitive damagesconcurrent, contributory, or special damages are actually awarded to a third partycomparative negligence of the Person seeking relief, or the sole or concurrent strict liability imposed upon the person seeking relief.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation by Buyer or its Representatives, on the one hand, or Seller, on the other hand, or knowledge by a party Buyer or its Representatives, on the one hand, or Seller or its Representatives, on the other hand, of a breach of a representation or warranty of another party hereto the other set of parties shall affect the such other set of parties’ representations and warranties of the breaching party or the recourse available to such first party or any other Indemnitee of such first party under any provision of this Agreement (including this ARTICLE VIIIVI) with respect thereto. For all Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE VIII including for purposes determining whether there has been a breach giving rise to the indemnification claim and VI, the amount of Lossesany Loss arising from the breach of any representation, all of the representationswarranty, warranties and covenants set forth covenant, obligation or agreement contained in this Agreement (including shall be the schedules, exhibits entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and annexes hereto) not just that are qualified by portion of the Loss that exceeds the relevant level of materiality, Material Adverse Effect if any. Seller will not have any right to seek contribution from the Company or words Buyer with respect to all or any part of similar import or effect will be deemed to have been made without any such qualification. In any claim for Seller’s indemnification obligations under this Agreement, no Person shall ARTICLE VI. The Buyer Indemnified Parties will not be required to indemnify make any Person claim against the Company in respect of any representation, warranty, covenant or any other obligation of the Company to Buyer hereunder or under any Ancillary Document to which the Company is a party, and may solely seek action against Seller. Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Stock Consideration for punitive damages or special damagesall Tax purposes, unless and no party may take any position inconsistent with such punitive damages, or special damages are actually awarded to a third partycharacterization.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation or knowledge by a party Notwithstanding anything in this Agreement to the contrary, for purposes of a breach of a representation or warranty of another party hereto shall affect the representations and warranties application of the breaching party or the recourse available to such first party under any provision indemnification provisions of this Agreement (including this ARTICLE VIII) with respect thereto. For all purposes of this ARTICLE VIII including for purposes determining whether there has been a breach giving rise to the indemnification claim and , the amount of Lossesany Loss arising from the breach of any representation, all of the representationswarranty, warranties and covenants set forth covenant, obligation or agreement contained in this Agreement (including shall be the schedules, exhibits entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and annexes hereto) not just that are qualified by portion of the Loss that exceeds the relevant level of materiality, Material Adverse Effect if any. No Seller will have any right to seek contribution from the Company or words Buyer with respect to all or any part of similar import or effect such Seller’s indemnification obligations under this ARTICLE VIII. The Buyer Indemnified Parties will be deemed to have been made without any such qualification. In not make any claim for indemnification against the Sellers in respect of any representation, warranty, covenant or any other obligation of the Company to Buyer hereunder or under this Agreementany Ancillary Document to which the Company is a party, no Person shall be required to indemnify any Person for punitive damages or special damages, unless such punitive damages, or special damages are actually awarded to a third partyand may solely seek action against the Company.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation or knowledge by a party Buyer or its Representatives, on the one hand, or the Seller or its Representatives, on the other hand, of a breach of a representation or warranty of another party hereto the other set of parties shall affect the such other set of parties’ representations and warranties of the breaching party or the recourse available to such first party or any other Indemnitee of such first party under any provision of this Agreement (including this ARTICLE VIIIArticle VI) with respect thereto. For all purposes of this ARTICLE VIII Article VI including for purposes determining whether there has been a breach giving rise to the indemnification claim and the amount of Losses, all of the representations, warranties and covenants set forth in this Agreement (including the schedules, exhibits and annexes Schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. In Seller will not have any claim for right to seek contribution from the Company, any Subsidiary or Buyer or any of its Affiliates or Buyer Indemnified Parties with respect to all or any part of Seller’s indemnification obligations under this Agreement, no Person shall Article VI. The Buyer Indemnified Parties will not be required to indemnify make any Person claim against the Company in respect of any representation, warranty, covenant or any other obligation of the Company to Buyer hereunder or under any Ancillary Document to which the Company is a party, and may solely seek action against Seller. Any Losses under this Agreement and the Ancillary Documents shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Purchase Price for punitive damages or special damagesall Tax purposes, unless and no party may take any position inconsistent with such punitive damages, or special damages are actually awarded to a third partycharacterization.

General Indemnification Provisions. Solely for purposes of determining the amount of any Loss under this ARTICLE IX (but not for determining whether there has been any breach of this Agreement for which an Indemnitee is entitled to indemnification under this Agreement), any representation or warranty given or made by a party that is qualified in scope as to materiality or Material Adverse Effect shall be deemed to be made or given without such qualification. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation by Buyer or its Representatives, on the one hand, or the Company or Parent or their respective Representatives, on the other hand, or knowledge by a party Buyer or its Representatives, on the one hand, or the Company or Parent or their respective Representatives, on the other hand, of a breach of a representation or warranty of another party hereto the other parties shall affect the such other parties’ representations and warranties of the breaching party or the recourse available to such first party or any other Indemnitee of such first party under any provision of this Agreement (including this ARTICLE VIII) with respect thereto. For Parent will not have any right to seek contribution from the Company or Buyer with respect to all purposes or any part of Parent’s indemnification obligations under this ARTICLE VIII including for purposes determining whether there has been a breach giving rise IX. Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the applicable purchase price for all Tax purposes, and no party may take any position inconsistent with such characterization. Any indemnification claim payments to or by the Company under this ARTICLE IX will take into account the ownership interests of Buyer in the Company at such time, and the amount of Losses, all of the representations, warranties and covenants set forth in this Agreement (including the schedules, exhibits and annexes hereto) that are qualified indemnifiable Losses payable to or by materiality, Material Adverse Effect or words of similar import or effect Buyer hereunder will be deemed to have been made without any such qualification. In any claim adjusted for indemnification under this Agreement, no Person shall be required to indemnify any Person for punitive damages the indirect benefit received or special damages, unless such punitive damages, or special damages are actually awarded to a third partycost incurred by Buyer through its ownership interests in the Company.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation or knowledge by a party Notwithstanding anything in this Agreement to the contrary, for purposes of a breach of a representation or warranty of another party hereto shall affect the representations and warranties application of the breaching party or the recourse available to such first party under any provision indemnification provisions of this Agreement (including this ARTICLE VIII) with respect thereto. For all purposes of this ARTICLE VIII including for purposes determining whether there has been a breach giving rise to the indemnification claim and , the amount of Lossesany Loss arising from the breach of any representation, all of the representationswarranty, warranties and covenants set forth covenant, obligation or agreement contained in this Agreement (including shall be the schedules, exhibits entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and annexes hereto) not just that are qualified by portion of the Loss that exceeds the relevant level of materiality, Material Adverse Effect or words of similar import or effect if any. The Buyer Indemnified Parties will be deemed to have been made without any such qualification. In not make any claim for indemnification against the Sellers in respect of any representation, warranty, covenant or any other obligation of the Company to Buyer hereunder or under this Agreementany Ancillary Document to which the Company is a party, no Person shall be required to indemnify any Person for punitive damages or special damages, unless such punitive damages, or special damages are actually awarded to a third partyand may solely seek action against the Company.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation or knowledge by a party Buyer or its Representatives, on the one hand, or the Seller or its Representatives, on the other hand, of a breach of a representation or warranty of another party hereto the other set of parties shall affect the such other set of parties' representations and warranties of the breaching party or the recourse available to such first party or any other Indemnitee of such first party under any provision of this Agreement (including this ARTICLE VIIIArticle VI) with respect thereto. For all purposes of this ARTICLE VIII Article VI including for purposes determining whether there has been a breach giving rise to the indemnification claim and the amount of Losses, all of the representations, warranties and covenants set forth in this Agreement (including the schedules, exhibits and annexes Schedules hereto) or any Ancillary Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. In Seller will not have any claim for right to seek contribution from the Company, any Subsidiary or Buyer or any of its Affiliates or Buyer Indemnified Parties with respect to all or any part of Seller's indemnification obligations under this Agreement, no Person shall Article VI. The Buyer Indemnified Parties will not be required to indemnify make any Person claim against the Company in respect of any representation, warranty, covenant or any other obligation of the Company to Buyer hereunder or under any Ancillary Document to which the Company is a party and may solely seek action against Seller. Any Losses under this Agreement and the Ancillary Documents shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Purchase Price for punitive damages or special damagesall Tax purposes, unless and no party may take any position inconsistent with such punitive damages, or special damages are actually awarded to a third partycharacterization.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation or knowledge by a party of a breach of a representation or warranty of another party hereto shall affect the representations and warranties of the breaching party or the recourse available to such first party under any provision of this Agreement (including this ARTICLE VIIIVII) with respect thereto. For all purposes of this ARTICLE VIII VII including for purposes determining whether there has been a breach giving rise to the indemnification claim and the amount of Losses, all of the representations, warranties and covenants set forth in this Agreement (including the schedules, exhibits and annexes hereto) that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Purchase Price for all Tax purposes, and no party may take a position inconsistent with such characterization. In any claim for indemnification under this Agreement, no Person shall be required to indemnify any Person for punitive damages or special damages, unless such punitive damages, or special damages are actually awarded to a third party.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation by Buyer or its Representatives, on the one hand, or the Seller Parties or their Representatives, on the other hand, or knowledge by a party Buyer or its Representatives, on the one hand, or the Seller Parties or their Representatives, on the other hand, of a breach of a representation or warranty of another party hereto the other set of parties shall affect the such other set of parties' representations and warranties of the breaching party or the recourse available to such first party or any other Indemnitee of such first party under any provision of this Agreement (including this ARTICLE VIII) VI with respect thereto. For all Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE VIII including for purposes determining whether there has been a breach giving rise to the indemnification claim and VI, the amount of Lossesany Loss arising from the breach of any representation, all of the representationswarranty, warranties and covenants set forth covenant, obligation or agreement contained in this Agreement (including shall be the schedules, exhibits entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and annexes hereto) not just that are qualified by portion of the Loss that exceeds the relevant level of materiality, Material Adverse Effect if any. No Seller will have any right to seek contribution from the Company or words Buyer with respect to all or any part of similar import or effect will be deemed to have been made without any such qualification. In any claim for Seller's indemnification obligations under this Agreement, no Person shall ARTICLE VI. The Buyer Indemnified Parties will not be required to indemnify make any Person claim against the Company in respect of any representation, warranty, covenant or any other obligation of the Company to Buyer hereunder or under any Ancillary Document to which the Company is a party, and may solely seek action against Sellers. Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Purchase Consideration for punitive damages or special damagesall Tax purposes, unless and no party may take any position inconsistent with such punitive damages, or special damages are actually awarded to a third partycharacterization.

General Indemnification Provisions. (a) The amount of any Losses suffered or incurred payable by any an Indemnitor to the Indemnitee shall be reduced by the amount net of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received i) amounts actually recovered by the Indemnitee under applicable insurance policies, net of the costs of collection and any actual increase in insurance premiums for the two year period following the year in which the Loss occurs resulting from such Loss or insurance payment, (ii) Tax benefit actually realized by the Indemnitee during the Tax year in which such Affiliate Losses occur arising from an the incurrence or payment of any such Losses, determined on a “with and without” basis after taking into account all other items of income, gain, credit, deduction and loss, and (iii) indemnification or reimbursement payments actually recovered by the Indemnitee from unrelated party third parties (for the avoidance of doubt, excluding any other Buyer Indemnified Party if the Indemnitee is a Buyer Indemnified Party or any other Seller Indemnified Party if the Indemnitee is a Seller Indemnified Party) with respect to such Losses, net of the costs of collection collection. In each case of clauses of (i), (ii) and (iii), the Indemnitee has a duty to use its commercially reasonable efforts to obtain any related anticipated future increases such insurance proceeds, Tax benefits and indemnification or reimbursement payments; provided, that in insurance premiums resulting no event shall the Indemnitee be required to (A) make a claim against an insurer or other Person before bringing a claim for indemnification under this ARTICLE VII or (B) seek litigation or other Action in connection with any recovery of Losses from an insurer or other Person. (b) Any Losses under this Agreement and the Ancillary Documents shall be determined without duplication of recovery by reason of the state of facts giving rise to such Loss Losses constituting a breach of more than one representation, warranty, covenant or insurance payment. agreement. (c) Each Indemnitee agrees to use its commercially reasonable efforts to mitigate any Losses it may incur for which it is entitled to indemnification from any Indemnitor pursuant to this Agreement. (d) No investigation by Buyer or its Representatives, on the one hand, or the Seller Parties or their Representatives, on the other hand, or knowledge by a party Buyer or its Representatives, on the one hand, or the Seller Parties or their Representatives, on the other hand, of a breach of a representation or warranty of another party hereto the other set of parties shall affect the such other set of parties’ representations and warranties of the breaching party or the recourse available to such first party or any other Indemnitee of such first party under any provision of this Agreement (including this ARTICLE VIIIVII) with respect thereto. For all . (e) Except as expressly provided in this Agreement, and except for Fraud Claims, claims based on willful misconduct or any equitable remedies that a party may be entitled to, including claims seeking injunctions or specific performance, the provisions for indemnification set forth in this ARTICLE VII are the exclusive remedies of the parties hereto with respect to any claims arising out of or in connection with this Agreement, and shall be in lieu of any rights under contract, tort, equity or otherwise. (f) Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE VIII including for purposes determining whether there has been a breach giving rise to the indemnification claim and VII, the amount of Lossesany Loss arising from the breach of any representation, warranty, covenant, obligation or agreement contained in this Agreement shall be the entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and not just that portion of the Loss that exceeds the relevant level of materiality, if any. No Seller will have any right to seek contribution from any Lighthouse Company or Buyer with respect to all or any part of such Seller’s indemnification obligations under this ARTICLE VII. The Buyer Indemnified Parties will not be required to make any claim against the Company in respect of any representation, warranty, covenant or any other obligation of the Company to Buyer hereunder or under any Ancillary Document to which the Company is a party, and may solely seek action against Sellers. Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Purchase Price for all Tax purposes, and no party may take any position inconsistent with such characterization. (g) Notwithstanding anything to the contrary contained in this Agreement, Losses shall not include, and no party shall not be liable for, (i) any exemplary or punitive damages, or (ii) any consequential damages that are not reasonably foreseeable as a result of or arising from a party’s breach of the representations, warranties and or covenants set forth in this Agreement (including the schedules, exhibits and annexes hereto) that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. In any claim for indemnification under this Agreement, no Person shall be required except, in each case, to indemnify any Person for punitive damages or special damages, unless such punitive damages, or special damages are actually awarded the extent paid to a third party.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses ▇▇▇▇▇▇ (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment. No investigation or knowledge by a party the Purchaser or Fresh2 or their respective Representatives, on the one hand, or the Seller Parties or their Representatives, on the other hand, or knowledge by the Purchaser or Fresh2 or their respective Representatives, on the one hand, or the Seller Parties or their Representatives, on the other hand, of a breach of a representation or warranty of another party hereto the other set of Parties shall affect the such other set of Parties’ representations and warranties of the breaching party or the recourse available to such first party set of Parties or any other Indemnitee of such first set of Parties under any provision of this Agreement (including this ARTICLE VIIISection 7) with respect thereto. For all purposes of this ARTICLE VIII Section 7, including for purposes determining whether there has been a breach giving rise to the indemnification claim and the amount of Losses, all of the representations, warranties and covenants set forth in this Agreement (including the schedules, exhibits and annexes hereto) or any other Transaction Document that are qualified by materiality, Material Adverse Effect or words of similar import or effect will be deemed to have been made without any such qualification. In No Seller will have any claim for right to seek contribution from any Group Company or Purchaser with respect to all or any part of such Seller’s indemnification obligations under this Agreement, no Person shall Section 7. The Purchaser Indemnified Parties will not be required to indemnify make any claim against any Group Company in respect of any representation, warranty, covenant or any other obligation of a Group Company to the Purchaser or Fresh2 hereunder or under any other Transaction Document to which a Group Company is a party, and may solely seek action against Sellers. Any Losses under this Agreement and the other Transaction Documents shall be determined without duplication of recovery by reason of the state of facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement. Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Purchase Price for all Tax purposes, and no Party may take any position inconsistent with such characterization. The provisions in this Section 7 shall be enforceable regardless of whether the Liability is based upon past, present or future acts, claims or Laws and regardless of whether any Person for punitive damages (including the Person from whom relief is sought) alleges or special damagesproves the sole, unless such punitive damagesconcurrent, contributory, or special damages are actually awarded to a third partycomparative negligence of the Person seeking relief, or the sole or concurrent strict liability imposed upon the person seeking relief.

General Indemnification Provisions. The amount of any Losses suffered or incurred by any Indemnitee shall be reduced by (i) the amount of any insurance proceeds or other cash receipts paid to the Indemnitee or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance coverage), including any indemnification received by the Indemnitee or such Affiliate from an unrelated party with respect to such Losses, net of the costs of collection and any related anticipated future increases in insurance premiums resulting from such Loss or insurance payment, and (ii) any Tax Benefits actually realized by the Indemnitee from the incurrence or payment of any such Losses. To the extent that any Tax Benefit is actually realized following the date that an indemnity payment is made by the Indemnitor to the Indemnitee hereunder, then no later than five (5) Business Days after a Tax Return of the Indemnitee has been filed that takes into account the deduction, loss or other Tax attribute generated as a result of the Losses that gave rise to the indemnification by the Indemnitor, the Indemnitee shall pay to the Indemnitor as an indemnification payment under this ARTICLE VII subject to Section 7.7, the amount of the Tax Benefit realized as a result of the Losses that gave rise to the indemnification by the Indemnitor. No investigation by a Buyer Party or its Representatives, on the one hand, or the Seller Parties or their Representatives, on the other hand, or knowledge by a party Buyer Party or its Representatives, on the one hand, or the Seller Parties or their Representatives, on the other hand, of a breach of a representation or warranty of another party hereto the other set of parties shall affect the such other set of parties’ representations and warranties of the breaching party or the recourse available to such first party or any other Indemnitee of such first party under any provision of this Agreement (including this ARTICLE VIIIVII) with respect thereto. For all Notwithstanding anything in this Agreement to the contrary, for purposes of application of the indemnification provisions of this ARTICLE VIII including for purposes determining whether there has been a breach giving rise to the indemnification claim and VII, the amount of Lossesany Loss arising from the breach of any representation, all of the representationswarranty, warranties and covenants set forth covenant, obligation or agreement contained in this Agreement (including shall be the schedules, exhibits entire amount of any Loss actually incurred by the respective Indemnitee as a result of such breach and annexes hereto) not just that are qualified by portion of the Loss that exceeds the relevant level of materiality, Material Adverse Effect if any. No Seller will have any right to seek contribution from a RHI Company with respect to all or words any part of similar import or effect will be deemed to have been made without any such qualification. In any claim for Seller’s indemnification obligations under this Agreement, no Person shall ARTICLE VII. The Buyer Indemnified Parties will not be required to indemnify make any Person for punitive damages claim against a RHI Company in respect of any representation, warranty, covenant or special damages, unless such punitive damages, or special damages are actually awarded any other obligation of the Company to a third Buyer Party hereunder or under any Ancillary Document to which the Company is a party, and may solely seek action against Sellers.