Common use of Indemnification of Parent Clause in Contracts

Indemnification of Parent. From and after the Closing, the Escrow Participants shall, severally and not jointly, indemnify and hold harmless Parent, its officers, directors and Affiliates and their respective successors and permitted assigns (each, an “Indemnified Party”) from and against and in respect of any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by Parent as a result of (a) any breach or inaccuracy of any of the representations or warranties set forth in Article V (as modified by the Schedules) or in the Company Certificate, in each case, for the avoidance of doubt, as of the date of this Agreement or the Closing Date or such other date as expressly set forth in such representation or warranty; or (b) any breach or nonfulfillment of any covenants of the Company contained in this Agreement to be performed at or prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, the maximum liability of the Escrow Participants under this Agreement, including this Article XI or otherwise in connection with the transactions contemplated by this Agreement, shall in no event exceed an amount equal to (i) the Escrow Share Value, multiplied by (ii) the Escrow Shares (the “Indemnifiable Loss Limit”). Parent shall not be entitled to indemnification pursuant to this Section 11.1 unless and until the aggregate amount of Losses incurred by Parent equals at least $1,612,500 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, Parent shall be entitled to indemnification for any and all Losses above the Basket. The Escrow Participants shall have no liability or obligation to indemnify Parent or any other Indemnified Party under this Agreement with respect to the breach or inaccuracy of any representation or warranty, based on any matter, fact or circumstance Known by Parent on the date of this Agreement.

Indemnification of Parent. From and after the ClosingSubject to Section 7.5, the Escrow Participants Shareholders (other than Invest Northern Ireland) shall, severally and but not jointlyjointly (it being understood that with respect to the Shareholders, indemnify the term “severally” means that each Shareholder’s total indemnification obligation shall be limited to such Shareholder’s pro rata share of the indemnification obligations of the Shareholders, with the understanding that such pro rata share shall be based upon the respective amount of consideration payable to such Shareholder under Section 1.4 hereof), agree to defend, indemnify, and hold Parent harmless Parent, its officers, directors and Affiliates and their respective successors and permitted assigns (each, an “Indemnified Party”) from and against against, and in to reimburse Parent with respect of to, any and all out-of-pocket losslosses, costdamages, paymentliabilities, demandclaims, penaltyjudgments, forfeituresettlements, expensefines, liabilitycosts, judgment, deficiency or damage and expenses (including actual costs of investigation and reasonable attorneys’ fees and other costs and expensesfees) (all of the foregoing collectively, “LossesIndemnifiable Amounts”) of every nature whatsoever incurred or sustained by Parent as a result by reason of or arising out of or in connection with (ai) any breach breach, or inaccuracy any claim (including claims by parties other than Parent) that if true, would constitute a breach, by Company or any Shareholder of any of the representations representation or warranties set forth warranty made by it contained in Article V this Agreement (as modified or supplemented by the SchedulesCompany Disclosure Schedule) or in any certificate or other document delivered to Parent pursuant to the Company Certificate, in each case, for the avoidance of doubt, as of the date provisions of this Agreement or the Closing Date or such other date as expressly set forth in such representation or warranty; Agreement, or (bii) the failure, partial or total, of Company or any breach Shareholder to perform any agreement or nonfulfillment of any covenants of the Company contained in covenant required or contemplated by this Agreement to be performed at or prior by it. In the event that the Final Closing Balance Sheet of Company provided by Company to Parent pursuant to Section 3.12 reflects Net Liabilities of more than 464,126£, the amount of any such excess shall be deemed to be an Indemnifiable Amount under this Section 7.1. For purposes hereof, “Net Liabilities” shall mean total liabilities less deferred revenue, current assets and tech royalties as reflected on the Closing DateDate Balance Sheet. The obligations of any Shareholder to indemnify Parent shall be determined without regard to any right to indemnification to which any Shareholder may have in his or her capacity as an officer, director, employee, agent or any other capacity of Company and no Shareholder shall be entitled to any indemnification from Company for amounts paid hereunder. There shall be no right of contribution from Company or any successor to Company. Notwithstanding anything in this Agreement to the contraryforegoing, the maximum liability of the Escrow Participants under this Agreement, including this Article XI or otherwise in connection with the transactions contemplated by this Agreement, shall in no event exceed an amount equal to (i) the Escrow Share Valueshall there be multiple recovery for any Indemnifiable Amounts, multiplied by (ii) the Escrow Shares (the “Indemnifiable Loss Limit”). and Parent shall not be entitled to recover from a Shareholder to the extent that such Shareholder has sought and received reimbursement for any Indemnifiable Amount under an insurance policy maintained by Company prior to the Closing. There will be no claim made by Parent for indemnification pursuant to under this Section 11.1 7.1.1 unless and until the aggregate amount of Losses incurred by Parent equals at least all such Indemnifiable Amounts hereunder exceeds $1,612,500 (50,000, but thereafter, all Indemnifiable Amounts from the “Basket”), at which time, first dollar on shall be subject to claim and indemnity hereunder; provided, however, that the Indemnifiable Loss Limit, Parent foregoing “tipping basket” threshold shall not apply to any amounts subject to indemnity hereunder as a result of the Company exceeding the expense cap set out in Section 5.2 above which shall be entitled to indemnification for any and all Losses above an Indemnifiable Amount from the Basket. The Escrow Participants shall have no liability or obligation to indemnify Parent or any other Indemnified Party under this Agreement with respect to the breach or inaccuracy first dollar of any representation or warranty, based on any matter, fact or circumstance Known by Parent on the date of this Agreementexcess.

Indemnification of Parent. From and after the ClosingSubject to Section 7.5, the Share Recipients (other than those holders of Eligible Dissenting Shares), by reason of the approval by the Company’s stockholders of the Merger and each Share Recipient’s acceptance of the consideration provided for in Section 1.4 hereof and by the execution of the Escrow Participants Agreement which is a condition to receiving such consideration shall, severally and but not jointlyjointly (it being understood that with respect to the Share Recipients, indemnify the term “severally” means that each Share Recipient’s total indemnification obligation shall be limited to such Share Recipient’s pro rata share of the indemnification obligations of the Share Recipients, with the understanding that such pro rata share shall be based upon the respective amount of consideration payable to such Share Recipient under Section 1.4 hereof), agree to defend, indemnify, and hold Parent harmless Parent, its officers, directors and Affiliates and their respective successors and permitted assigns (each, an “Indemnified Party”) from and against against, and in to reimburse Parent with respect of to, any and all out-of-pocket losslosses, costdamages, paymentliabilities, demandclaims, penaltyjudgments, forfeituresettlements, expensefines, liabilitycosts, judgment, deficiency or damage and expenses (including actual costs of investigation and reasonable attorneys’ fees and other costs and expensesfees) (all of the foregoing collectively, “LossesIndemnifiable Amounts”) of every nature whatsoever incurred or sustained by Parent as a result by reason of or arising out of or in connection with (ai) any breach breach, or inaccuracy any claim (including claims by parties other than Parent) that if true, would constitute a breach, by Company or any Share Recipient of any of the representations representation or warranties set forth warranty made by it contained in Article V this Agreement (as modified or supplemented by the SchedulesCompany Disclosure Schedule) or in any certificate or other document delivered to Parent pursuant to the Company Certificate, in each case, for the avoidance of doubt, as of the date provisions of this Agreement Agreement, (ii) the failure, partial or the Closing Date total, of Company or such other date as expressly set forth in such representation any Share Recipient to perform any agreement or warranty; covenant required or (b) any breach or nonfulfillment of any covenants of the Company contained in contemplated by this Agreement to be performed at by it, or prior to the Closing Date. Notwithstanding anything (iii) any payments made by Parent in this Agreement to the contrary, the maximum liability respect of any Eligible Dissenting Shares in excess of the Escrow Participants under Merger Consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement, ; including this Article XI any costs or otherwise in connection with the transactions contemplated by this Agreement, shall in no event exceed an amount equal to (i) the Escrow Share Value, multiplied by (ii) the Escrow Shares (the “Indemnifiable Loss Limit”). Parent shall not be entitled to indemnification pursuant to this Section 11.1 unless and until the aggregate amount of Losses incurred by Parent equals at least $1,612,500 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, Parent shall be entitled to indemnification for any and all Losses above the Basket. The Escrow Participants shall have no liability or obligation to indemnify Parent or any other Indemnified Party under this Agreement with respect to the breach or inaccuracy of any representation or warranty, based on any matter, fact or circumstance Known by Parent on the date of this Agreement.other

Indemnification of Parent. From Subject to the limitations on recourse and after recovery set forth in this Article VII, Seller Representative shall cause the ClosingSelling Equityholders to indemnify, and the Escrow Participants shallSelling Equityholders shall agree to indemnify pursuant to the acknowledgment delivered to Parent in accordance with Section ‎2.4(a)(vii), severally and not jointly, indemnify defend and hold harmless Parent, its officersthe Surviving Blocker and the Surviving Company and their respective employees, directors and Affiliates and officers (in each case, solely in their respective successors and permitted assigns capacity as such) (eacheach such Person, an excluding any Selling Equityholders, a “Parent Indemnified Party”) ), from and against and in respect of any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by Parent as a result of (a) any breach or inaccuracy Losses of any Parent Indemnified Party after the Closing, arising out of any inaccuracy or breach of the representations or and warranties set forth in Article V Sections 3.2(d), 3.2(e) and 3.3 (as modified by any of such Losses, a “Parent Indemnification Claim”); provided that any references to “material,” “Material Adverse Effect” or words of similar import in any such representation or warranty shall be disregarded for purposes of determining whether any such breach or inaccuracy thereof has occurred and the Schedules) or in ultimate amount of any Losses subject to indemnification hereunder. To the Company Certificateextent any Losses are subject to indemnification hereunder, in each caseSeller Representative shall cause the Selling Equityholders to promptly surrender to Parent a number of shares of Parent Common Stock, for the avoidance valued at a per share price of doubt, as $10.00 (irrespective of the date then market value of the Parent Common Stock), equal to the value of such Losses. Prior to the expiration of the Survival Period, Seller Representative shall cause the Selling Equityholders to retain and not transfer to any Person, other than to a Parent Indemnified Party in accordance with this Agreement or Article VII, 3,500,000 shares of Parent Common Stock (such shares, together, the Closing Date or such other date as expressly “Reserved Shares”), which shall be the sole source of payment to any Parent Indemnified Party to recover any Losses pursuant to this Article VII. The Reserved Shares shall be imprinted with a legend sufficient to identify the restriction on transfer thereof set forth in such representation or warranty; or (b) any breach or nonfulfillment of any covenants this Section 7.2. Upon termination of the Company contained Survival Period, the Selling Equityholders shall be permitted to freely transfer any Reserved Shares other than, to the extent applicable, a number of Reserved Shares equal in value to the amount of Losses asserted with respect to any Parent Indemnification Claim in accordance with this Agreement to be performed at or asserted prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, the maximum liability termination of the Escrow Participants under this Agreement, including this Article XI or otherwise in connection with Survival Period and still pending upon the transactions contemplated by this Agreement, shall in no event exceed an amount equal to termination of the Survival Period (i) the Escrow Share Value, multiplied by (ii) the Escrow Shares (the a “Indemnifiable Loss LimitPending Claim”). Parent shall not be entitled to indemnification pursuant to this Section 11.1 unless and until Upon the aggregate amount resolution of Losses incurred by Parent equals at least $1,612,500 (the “Basket”), at which timeall of such Pending Claims, subject to the Indemnifiable Loss Limittermination of the Survival Period, any Reserved Shares not required to be transferred to a Parent shall be entitled to indemnification for any and all Losses above the Basket. The Escrow Participants shall have no liability or obligation to indemnify Parent or any other Indemnified Party under this Agreement as payment with respect to such Pending Claim shall cease to be subject to the breach or inaccuracy of any representation or warranty, based on any matter, fact or circumstance Known by Parent on the date restrictions of this AgreementSection 7.2 and shall be freely transferrable by the Selling Equityholders and no longer available as a source of payment for any Parent Indemnification Claim hereunder.

Indemnification of Parent. From Subject to the limitations on recourse and after recovery set forth in this Article VII, Seller Representative shall cause the ClosingSelling Equityholders to indemnify, and the Escrow Participants shallSelling Equityholders shall agree to indemnify pursuant to the acknowledgment delivered to Parent in accordance with Section 2.4(a)(vii), severally and not jointly, indemnify defend and hold harmless Parent, its officersthe Surviving Blocker and the Surviving Company and their respective employees, directors and Affiliates and officers (in each case, solely in their respective successors and permitted assigns capacity as such) (eacheach such Person, an excluding any Selling Equityholders, a “Parent Indemnified Party”) ), from and against and in respect of any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by Parent as a result of (a) any breach or inaccuracy Losses of any Parent Indemnified Party after the Closing, arising out of any inaccuracy or breach of the representations or and warranties set forth in Article V Sections 3.2(d), 3.2(e) and 3.3 (as modified by any of such Losses, a “Parent Indemnification Claim”); provided that any references to “material,” “Material Adverse Effect” or words of similar import in any such representation or warranty shall be disregarded for purposes of determining whether any such breach or inaccuracy thereof has occurred and the Schedules) or in ultimate amount of any Losses subject to indemnification hereunder. To the Company Certificateextent any Losses are subject to indemnification hereunder, in each caseSeller Representative shall cause the Selling Equityholders to promptly surrender to Parent a number of shares of Parent Common Stock, for the avoidance valued at a per share price of doubt, as $10.00 (irrespective of the date then market value of the Parent Common Stock), equal to the value of such Losses. Prior to the expiration of the Survival Period, Seller Representative shall cause the Selling Equityholders to retain and not transfer to any Person, other than to a Parent Indemnified Party in accordance with this Agreement or Article VII, 3,500,000 shares of Parent Common Stock (such shares, together, the Closing Date or such other date as expressly “Reserved Shares”), which shall be the sole source of payment to any Parent Indemnified Party to recover any Losses pursuant to this Article VII. The Reserved Shares shall be imprinted with a legend sufficient to identify the restriction on transfer thereof set forth in such representation or warranty; or (b) any breach or nonfulfillment of any covenants this Section 7.2. Upon termination of the Company contained Survival Period, the Selling Equityholders shall be permitted to freely transfer any Reserved Shares other than, to the extent applicable, a number of Reserved Shares equal in value to the amount of Losses asserted with respect to any Parent Indemnification Claim in accordance with this Agreement to be performed at or asserted prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, the maximum liability termination of the Escrow Participants under this Agreement, including this Article XI or otherwise in connection with Survival Period and still pending upon the transactions contemplated by this Agreement, shall in no event exceed an amount equal to termination of the Survival Period (i) the Escrow Share Value, multiplied by (ii) the Escrow Shares (the a “Indemnifiable Loss LimitPending Claim”). Parent shall not be entitled to indemnification pursuant to this Section 11.1 unless and until Upon the aggregate amount resolution of Losses incurred by Parent equals at least $1,612,500 (the “Basket”), at which timeall of such Pending Claims, subject to the Indemnifiable Loss Limittermination of the Survival Period, any Reserved Shares not required to be transferred to a Parent shall be entitled to indemnification for any and all Losses above the Basket. The Escrow Participants shall have no liability or obligation to indemnify Parent or any other Indemnified Party under this Agreement as payment with respect to such Pending Claim shall cease to be subject to the breach or inaccuracy of any representation or warranty, based on any matter, fact or circumstance Known by Parent on the date restrictions of this AgreementSection 7.2 and shall be freely transferrable by the Selling Equityholders and no longer available as a source of payment for any Parent Indemnification Claim hereunder.

Indemnification of Parent. From and after the Closing, the Escrow Participants shall, severally and not jointly, indemnify and hold harmless Parent, its officers, directors and Affiliates and their respective successors and permitted assigns (each, an “Indemnified Party”) from and against and in respect of any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by Parent as a result of (a) any breach or inaccuracy of any of the representations or warranties set forth in Article V ‎V (as modified by the Schedules) or in the Company Certificate, in each case, for the avoidance of doubt, as of the date of this Agreement or the Closing Date or such other date as expressly set forth in such representation or warranty; or (b) any breach or nonfulfillment of any covenants of the Company contained in this Agreement to be performed at or prior to the Closing Date. Notwithstanding anything in this Agreement to the contrary, the maximum liability of the Escrow Participants under this Agreement, including this Article XI ‎XI or otherwise in connection with the transactions contemplated by this Agreement, shall in no event exceed an amount equal to (i) the Escrow Share Value, multiplied by (ii) the Escrow Shares (the “Indemnifiable Loss Limit”). Parent shall not be entitled to indemnification pursuant to this Section 11.1 ‎11.1 unless and until the aggregate amount of Losses incurred by Parent equals at least $1,612,500 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, Parent shall be entitled to indemnification for any and all Losses above the Basket. The Escrow Participants shall have no liability or obligation to indemnify Parent or any other Indemnified Party under this Agreement with respect to the breach or inaccuracy of any representation or warranty, based on any matter, fact or circumstance Known by Parent on the date of this Agreement.