Common use of Indemnification and Related Matters Clause in Contracts

Indemnification and Related Matters. Section 9.1. Survival 45 Section 9.2. Indemnification. 45 Section 9.3. Certain Tax Matters. 49 Section 9.4. Tax Indemnification 49 Section 9.5. Treatment of Indemnity Payments 50 Section 9.6. Cooperation 50 Section 9.7. Bulk Sales Laws 50 Section 9.8. Section 338(g) Election 50 ARTICLE X — ADDITIONAL AGREEMENTS Section 10.1. Press Releases and Announcements 50 Section 10.2. Specific Performance 50 Section 10.3. Expenses 50 Section 10.4. No Solicitation by the Seller Parent; Etc. 51 Section 10.5. Noncompetition, Nonsolicitation, and Confidentiality 53 Section 10.6. Transition Services Agreements 54 Section 10.7. Transition Services Agreement 55 Section 10.8. Financial Statements 55 Section 10.9. Nasdaq National Stock Market 55 Section 10.10. Certain Filings; Reasonable Efforts. 55 Section 10.11. Additions to and Modification of Disclosure Schedule 56 Section 10.12. Access to Employees 56 ARTICLE XI — MISCELLANEOUS Section 11.1. Amendment and Waiver 57 Section 11.2. Notices 57 Section 11.3. Binding Agreement; Assignment 58 Section 11.4. Severability 58 Section 11.5. Rules of Construction. 58 Section 11.6. Entire Agreement 59 Section 11.7. Counterparts 59 Section 11.8. Governing Law; Jurisdiction 59 Section 11.9. Parties in Interest 60 Section 11.10. Descriptive Headings 60 Section 11.11. Incorporation of Exhibits and Schedules 60 INDEX OF EXHIBITS Exhibit A – Form on Escrow Agreement A-1 Exhibit B – Xxxx of Sale and Assumption Agreement B-1 Exhibit C – Form of Opinion of Xxxxxx Xxxxxx C-1 Exhibit D – Form of Opinion of Xxxxxxxxx Xxxxx D-1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated as of March 13, 2005, is made by and between Powerwave Technologies Inc., a Delaware corporation (“Purchaser Parent”) and any direct or indirect subsidiary of Purchaser Parent to which Purchaser Parent may assign, in whole or in part, its rights and obligations hereunder pursuant to Section 11.3 below (each, a “Purchaser Subsidiary” and, together with the Purchaser Parent, the “Purchasers”), on the one hand, and REMEC, Inc., a California corporation (the “Seller Parent”). Certain capitalized terms used herein are defined in Article I below.

Indemnification and Related Matters. Section 9.1. 23 8.1 Survival 45 Section 9.2. Indemnification. 45 Section 9.3. Certain Tax Matters. 49 Section 9.4. Tax 23 8.2 Indemnification 49 Section 9.5. Treatment of 23 8.3 [Reserved] 27 8.4 Exclusive Remedy 27 8.5 Limitation on Special or Punitive Damages 27 8.6 Subrogation 28 8.7 Indemnity Payments 50 Section 9.6. Cooperation 50 Section 9.7. Bulk Sales Laws 50 Section 9.8. Section 338(g) Election 50 as Purchase Price Adjustments 28 ARTICLE X — IX ADDITIONAL AGREEMENTS Section 10.1. 28 9.1 Tax Matters 28 9.2 Press Releases and Announcements 50 Section 10.2. 30 9.3 Further Transfers 30 9.4 Specific Performance 50 Section 10.3. Expenses 50 Section 10.4. No Solicitation by the Seller Parent; Etc. 51 Section 10.5. Noncompetition, Nonsolicitation, 30 9.5 Investigation and Confidentiality 53 Section 10.6. Transition Services Agreements 54 Section 10.7. Transition Services Agreement 55 Section 10.8. Financial Statements 55 Section 10.9. Nasdaq National Stock Market 55 Section 10.10. Certain Filings30 9.6 Expenses 31 9.7 Submission to Jurisdiction; Reasonable Efforts. 55 Section 10.11. Additions to Waiver of Jury Trial 31 9.8 Books and Modification of Disclosure Schedule 56 Section 10.12. Access to Employees 56 Records 31 9.9 Reserved 32 9.10 Non-Compete; Non-Solicitation 32 9.11 Directors and Officers Indemnification 33 9.12 Contingent Payment Covenants 33 ARTICLE XI — X MISCELLANEOUS Section 11.1. 35 10.1 Amendment and Waiver 57 Section 11.2. 35 10.2 Notices 57 Section 11.3. 35 10.3 Binding Agreement; Assignment 58 Section 11.4. 36 10.4 Severability 58 Section 11.5. Rules of Construction. 58 Section 11.6. 36 10.5 Construction 36 10.6 Captions 37 10.7 Entire Agreement 59 Section 11.7. 37 10.8 Counterparts 59 Section 11.8. 37 10.9 Governing Law; Jurisdiction 59 Section 11.9. Law 37 10.10 Parties in Interest 60 Section 11.10. Descriptive Headings 60 Section 11.11. Incorporation of Exhibits and Schedules 60 37 10.11 Knowledge 37 ARTICLE XI Definitions 38 11.1 Certain Definitions 38 11.2 Terms Defined Elsewhere in this Agreement 41 ii INDEX OF EXHIBITS Exhibit A – Form on Escrow Agreement A-1 of Xxxxxxx Note Exhibit B – Xxxx Form of Sale and Assumption Agreement B-1 Xxxxxxx Note Exhibit C – Form of Opinion of Xxxxxx Xxxxxx C-1 Stock Power Exhibit D – Form of Opinion Employment Agreement (Xxxxxxx) Exhibit E Form of Xxxxxxxxx Xxxxx D-1 ASSET Employment Agreement (Xxxxxxx) Exhibit F Form 8883 Methodologies INDEX OF SCHEDULES Schedule 1.1 Securities Ownership Schedule 1.3(b)(ii) Wire Transfer Instructions Schedule 1.3(b)(viii) Required Consents and Approvals Schedule 4.1 Foreign Qualifications Schedule 4.3 Capitalization Schedule 4.5 Absence of Conflicts Schedule 4.6(a) Financial Statements Schedule 4.6(b) GAAP Exceptions Schedule 4.7 Undisclosed Liabilities Schedule 4.8 Absence of Certain Developments Schedule 4.9(a) Owned Real Property Schedule 4.9(b) Leased Real Property Schedule 4.9(c) Exceptions to Condition of Improvements Schedule 4.9(d) Title / Encumbrances Schedule 4.10 Accounts Receivable Schedule 4.11 Taxes Schedule 4.11(f) State Elections Schedule 4.12(a) Material Contracts Schedule 4.12(c) Material Contracts Exceptions Schedule 4.13(a) Proprietary Rights Schedule 4.13(b) Proprietary Rights Exceptions Schedule 4.14 Litigation Schedule 4.15 Brokerage Schedule 4.16 Permits Schedule 4.17 Employee Benefit Plans Schedule 4.17(d) Benefit Plan Liabilities Schedule 4.18 Insurance Schedule 4.19 Officers and Directors; Bank Accounts Schedule 4.20 Affiliate Transactions Schedule 4.21 Compliance with Laws Schedule 4.22 Environmental and Safety Matters Schedule 4.24 Employees Schedule 4.27(a) Independent Contractors Schedule 4.27(b) Customers Schedule 4.27(c) Third-Party Carriers Schedule 4.27(d) Agents Schedule 4.28 Cash Distributions Schedule 6.3 Absence of Buyer Conflicts Schedule 9.1(e) Fuel Tax Agreements Schedule 9.11 D&O Policy Schedule 9.12(b)(ii) Xxxxxx Advisory Agreement Schedule 11.1(a) Certain Permitted Indebtedness iii Schedule 11.1(b) Transaction Bonuses STOCK PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated This Stock Purchase Agreement (the “Agreement”) is made as of March 13October 4, 20052006, is made by and between Powerwave Technologies among (i) Xxxxxxx Trucking, Inc., a Maine corporation, (ii) Big Rock Transportation, Inc., an Indiana corporation, (iii) Midwest Carriers, Inc., an Indiana corporation, (iv) Xxxxx Truck Brokers, Inc., a Maine corporation, (v) B & J Transportation, Inc., a Maine corporation (together with each of the entities named in the foregoing clauses (i) through (iv), collectively the “Acquired Entities” and individually, an “Acquired Entity”), (vi) Xxxxx Xxxxxxx (“Xxxxxxx”), (vii) Xxxxxxx Xxxxxxx (“Xxxxxxx” and together with Xxxxxxx, collectively, “Sellers” and individually a “Seller”) and (viii) Xxxxxxx Transportation Group, Inc., a Delaware corporation (“Purchaser Parent”) and any direct or indirect subsidiary of Purchaser Parent to which Purchaser Parent may assign, in whole or in part, its rights and obligations hereunder pursuant to Section 11.3 below (each, a “Purchaser Subsidiary” and, together with the Purchaser Parent, the “PurchasersBuyer”), on the one hand, and REMEC, Inc., a California corporation (the “Seller Parent”). Certain capitalized terms used herein are defined in Article I below.

Indemnification and Related Matters. Section 9.124 6.1. Survival 45 Section 9.2of Representations, Warranties, Covenants and Agreements 24 6.2. Indemnification. 45 Section 9.3. Certain Tax Matters. 49 Section 9.4Indemnification 24 ARTICLE VII ADDITIONAL AGREEMENTS 26 7.1. Tax Indemnification 49 Section 9.5. Treatment of Indemnity Payments 50 Section 9.6. Cooperation 50 Section 9.7. Bulk Sales Laws 50 Section 9.8. Section 338(g) Election 50 ARTICLE X — ADDITIONAL AGREEMENTS Section 10.1Matters 26 7.2. Press Releases and Announcements 50 Section 10.226 7.3. Further Assurances 27 7.4. Specific Performance 50 Section 10.327 7.5. Expenses 50 Section 10.427 7.6. No Non-Competition, Non-Solicitation by the Seller Parent; Etc. 51 Section 10.5. Noncompetition, Nonsolicitation, and Confidentiality 53 Section 10.627 7.7. Transition Services Agreements 54 Section 10.7Business Records 29 7.8. Transition Services Agreement 55 Section 10.8Customer Data 29 7.9. Financial Statements 55 Section 10.9. Nasdaq National Stock Market 55 Section 10.10. Certain Filings; Reasonable Efforts. 55 Section 10.11. Additions Quality and Regulatory Documents 29 7.10 Occupation of Premises 30 7.11 Payments With Respect to and Modification of Disclosure Schedule 56 Section 10.12. Purchased Assets 30 7.12 Access to Employees 56 Records; Cooperation 30 7.13 Waiver 30 7.14 Bulk Sales Laws 30 ARTICLE XI — VIII MISCELLANEOUS Section 11.130 8.1. Amendment and 30 8.2. Waiver 57 Section 11.230 8.3. Notices 57 Section 11.331 8.4. Binding Agreement; Assignment 58 Section 11.431 8.5. Severability 58 Section 11.532 8.6. Rules of ConstructionConstruction 32 8.7. 58 Section 11.6Captions 32 8.8. Entire Agreement 59 Section 11.732 8.9. Counterparts 59 Section 11.832 8.10. Governing Law; Jurisdiction 59 Section 11.9Law 32 8.11. Parties in Interest 60 Section 11.1033 8.12. Descriptive Headings 60 Section 11.11Consent to Jurisdiction 33 8.13. Incorporation of Exhibits and Schedules 60 Delivery by Facsimile 33 INDEX OF EXHIBITS Exhibit A – Form on Escrow Agreement A-1 of Local Transfer Documents Exhibit B – Xxxx of Sale and Assumption Agreement B-1 Exhibit C – Form of Opinion Trademark Assignment INDEX OF SCHEDULES Schedule 2.1(a)(iii) Assumed Leases Schedule 2.1(a)(v) Purchased Personal Property Schedule 2.1(a)(vii) Purchased Contracts Schedule 2.1(a)(ix) FDA Permits Schedule 2.1(b)(iv) Excluded Contracts Schedule 2.2(a)(i) Assumed Liabilities Schedule 2.2(a)(ii) Assumed Accounts Payable Schedule 3.6 Absence of Xxxxxx Xxxxxx C-1 Exhibit D – Form Undisclosed Liabilities Schedule 3.8(b) Real Property Leases and Subleases Schedule 3.8(c) Personal Property Schedule 3.8(d) Condition of Opinion Leases Properties Schedule 3.11 Intellectual Property Schedule 3.14 Permits Schedule 3.15 Insurance Schedule 3.16 Customers and Suppliers Schedule 3.17 Affiliate Transactions Schedule 3.21 Product Warranties NeuroMetrix, Inc. will furnish supplementally a copy of Xxxxxxxxx Xxxxx D-1 any omitted or partially omitted schedule or exhibit to the Securities and Exchange Commission upon request; provided, however, that NeuroMetrix, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished. ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated AGREEMENT (this “Agreement”) is made as of March 13November 7, 20052008, is made by and between Powerwave Technologies among NeuroMetrix, Inc., a Delaware corporation (the “Purchaser ParentCompany”) and any direct or indirect subsidiary of Purchaser Parent to which Purchaser Parent may assignAdvanced Diagnostics, in whole or in part, its rights and obligations hereunder pursuant to Section 11.3 below (eachLLC, a Delaware limited liability company (“Purchaser Subsidiary” and, together with the Purchaser Parent, the “Purchasers”), on the one hand, and REMEC, Inc., a California corporation (the “Seller ParentBuyer”). Certain capitalized The Company and Buyer are collectively referred to herein as the “Parties” and each individually as a “Party.” Capitalized terms used herein are defined in this Agreement without definition shall have the meaning given to such terms in Article I belowhereof.

Indemnification and Related Matters. Section 9.134 6.1. Survival 45 Section 9.2of Representations, Warranties, Covenants and Agreements 34 6.2. Indemnification. 45 Section 9.3. Certain Tax Matters. 49 Section 9.4Indemnification 34 ARTICLE VII ADDITIONAL AGREEMENTS 36 7.1. Tax Indemnification 49 Section 9.5. Treatment of Indemnity Payments 50 Section 9.6. Cooperation 50 Section 9.7. Bulk Sales Laws 50 Section 9.8. Section 338(g) Election 50 ARTICLE X — ADDITIONAL AGREEMENTS Section 10.1Matters 36 7.2. Press Releases and Announcements 50 Section 10.237 7.3. Further Assurances 37 7.4. Specific Performance 50 Section 10.337 7.5. Expenses 50 Section 10.437 7.6. No Non-Competition, Non-Solicitation by the Seller Parent; Etc. 51 Section 10.5. Noncompetition, Nonsolicitation, and Confidentiality 53 Section 10.637 7.7. Transition Services Agreements 54 Section 10.7. Transition Services Agreement 55 Section 10.8Transitional Assistance 39 7.8. Financial Statements 55 Section 10.9Information 39 7.9. Nasdaq National Stock Market 55 Section 10.10Employee and Related Matters 40 7.10. Certain Filings; Reasonable Efforts. 55 Section 10.11. Additions Payments With Respect to and Modification of Disclosure Schedule 56 Section 10.12Purchased Assets 41 7.11. Access to Employees 56 Records; Cooperation 41 7.12. Waiver 41 7.13. Bulk Sales Laws 41 7.14. Insurance Policies 41 ARTICLE XI — VIII MISCELLANEOUS Section 11.142 8.1. Amendment and 42 8.2. Waiver 57 Section 11.242 8.3. Notices 57 Section 11.342 8.4. Binding Agreement; Assignment 58 Section 11.443 8.5. Severability 58 Section 11.543 8.6. Rules of ConstructionConstruction 43 8.7. 58 Section 11.6Captions 43 8.8. Entire Agreement 59 Section 11.743 8.9. Counterparts 59 Section 11.844 8.10. Governing Law; Jurisdiction 59 Section 11.9Law 44 8.11. Parties in Interest 60 Section 11.1044 8.12. Descriptive Headings 60 Section 11.11Consent to Jurisdiction 44 8.13. Incorporation of Exhibits and Schedules 60 Delivery by Facsimile 44 INDEX OF EXHIBITS Exhibit A – Form on Escrow Agreement A-1 of Local Transfer Documents Exhibit B – Xxxx Form of Sale and Assumption Agreement B-1 Trademark Assignment Exhibit C – Form of Opinion of Xxxxxx Xxxxxx C-1 Release Exhibit D – Form of Opinion Registration Rights Agreement INDEX OF SCHEDULES Schedule 2.1(a)(v) Assumed Leases Schedule 2.1(a)(vii) Purchased Personal Property Schedule 2.1(a)(ix) Purchased Contracts Schedule 2.1(a)(xii) FDA Permits Schedule 2.1(a)(xviii) Purchased Certificates of Xxxxxxxxx Xxxxx D-1 Deposits Schedule 2.1(a)(xix) Refunds Schedule 2.1(b)(iv) Excluded Contracts Schedule 2.1(b)(vi) Excluded Cash Schedule 2.1(b)(vii) Excluded Securities Schedule 2.2(a)(i) Assumed Liabilities Schedule 2.2(a)(ii) Assumed Accounts Payable Schedule 2.2(a)(iii) Assumed Fees Schedule 2.2(a)(iv) Employee Payments Schedule 2.2(a)(v) Assumed Stock Payments Schedule 2.3(a)(i) Cash Consideration Schedule 2.3(a)(ii) Stock Consideration Schedule 3.2 Organization and Corporate Power; Capitalization Schedule 3.4 Sufficiency of Assets; Inventory Schedule 3.6 Absence of Conflicts Schedule 3.7 Financial Statements Schedule 3.8 Absence of Undisclosed Liabilities Schedule 3.9 Absence of Certain Developments Schedule 3.10(b) Real Property Leases and Subleases Schedule 3.10(c) Personal Property Schedule 3.10(d) Condition of Leases Properties Schedule 3.11 Taxes Schedule 3.12 Contracts and Commitments Schedule 3.13 Intellectual Property Schedule 3.14 Litigation; Proceedings Schedule 3.16 Permits Schedule 3.17 Employees Schedule 3.18 Employee Benefit Plans Schedule 3.19 Insurance Schedule 3.20 Customers and Suppliers Schedule 3.21 Affiliate Transactions Schedule 3.22 Compliance with Laws Schedule 3.24 Powers of Attorney Schedule 3.25 Product Warranties Schedule 5.1(l) Payoff Letters Schedule 5.1(m) Releases Schedule 7.9(a) Transferred Employees ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated AGREEMENT (this “Agreement”) is made as of March 13December 26, 20052007, is made by and between Powerwave Technologies among EyeTel Imaging, Inc., a Delaware corporation (the “Company”), EyeTel Reading Center, LLC, a Maryland limited liability company and wholly-owned subsidiary of the Company (the “Subsidiary”), and NeuroMetrix, Inc., a Delaware corporation (“Purchaser Parent”) and any direct or indirect subsidiary of Purchaser Parent to which Purchaser Parent may assign, in whole or in part, its rights and obligations hereunder pursuant to Section 11.3 below (each, a “Purchaser Subsidiary” and, together with the Purchaser Parent, the “Purchasers”), on the one hand, and REMEC, Inc., a California corporation (the “Seller ParentBuyer”). Certain capitalized The Company, the Subsidiary and Buyer are collectively referred to herein as the “Parties” and each individually as a “Party.” Capitalized terms used herein are defined in this Agreement without definition shall have the meaning given to such terms in Article I belowhereof.