Common use of Indemnification Provisions for Benefit of Buyer Clause in Contracts

Indemnification Provisions for Benefit of Buyer. In the event (i) either Seller, CFC or Conseco breaches any of its representations and warranties contained in Section 3(a), Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior to the Closing Date, and provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closing, then Seller, CFC and Conseco jointly and severally agree to indemnify Buyer from and against any Adverse Consequences Buyer shall suffer through and after the date of the claim for indemnification caused by such breach. Subject to the further limitations on Conseco's obligations set forth in the next sentence of this Section 9(b), the aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable with respect to claims made under Section 7) shall not exceed $110,000,000, and there shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary of the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000.

Indemnification Provisions for Benefit of Buyer. In (a) From and after the Closing, in the event (i) either Seller, CFC that the Seller or Conseco any of the Foreign Sellers breaches any of its their representations and or warranties contained in Section 3(a)herein (each such breach, Section 4 a “Seller Breach”) and Section 7(b) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior to the Closing Date, and provided that Buyer makes receives a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting from Buyer within the survival period set forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closing9.1 hereof, then Seller, CFC the Seller and Conseco the Foreign Sellers agree to jointly and severally agree to indemnify and hold harmless Buyer, its Affiliates, and their respective directors, officers, shareholders, partners, principals, members, agents, Representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Buyer Indemnified Parties”) from and against any Adverse Consequences (as defined below) arising out of, relating to or caused by the Seller Breach that a Buyer Indemnified Party shall suffer through suffer, sustain or incur; provided, however, that the Sellers shall not have any obligation to indemnify a Buyer Indemnified Party from and after against any Adverse Consequences arising out of, relating to or caused by a Seller Breach (i) until the date Buyer Indemnified Parties have suffered, sustained or incurred aggregate Adverse Consequences by reason of all such Seller Breaches in excess of one-half of one percent (0.5%) of the claim for indemnification caused by Purchase Price (such breach. Subject amount, the “Indemnification Basket”); provided that if aggregate amount of such Adverse Consequences exceeds the Indemnification Basket, then the Buyer Indemnified Parties shall, subject to the other limitations contained herein, be entitled to be indemnified against all such Adverse Consequences from the first dollar thereof (i.e., a “tipping basket”) or (ii) to the extent the Adverse Consequences the Buyer Indemnified Parties have suffered, sustained or incurred by reason of all such Seller Breaches in excess of ten percent (10%) of the Purchase Price (such amount, the “Indemnification Cap”) (after which point the Seller and the Foreign Sellers shall have no obligation to indemnify the Buyer Indemnified Parties from and against any such further Adverse Consequences resulting from any Seller Breach); provided, however, that all such obligations of the Seller and the Foreign Sellers to indemnify the Buyer Indemnified Parties shall be net of any Tax benefit actually realized by Buyer or any of its Subsidiaries (net of any Tax detriments) in the taxable period of such Adverse Consequnce, calculated on a with and without basis and shall be reduced by any insurance proceeds actually received by Buyer or any of its Subsidiaries in connection with such Adverse Consequences (net of reasonable expenses incurred in obtaining such recovery or benefit and the amount of any retrospective or other current increase in the premiums that is attributable to the payment of such cash recovery or the existence of such Adverse Consequences). Notwithstanding limitations on Conseco's obligations indemnification set forth in the next sentence of this Section 9(b), the aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b9.2(a) (other than amounts payable with respect to claims made under Section 7including the Indemnification Basket and Indemnification Cap) shall not exceed $110,000,000, and there shall be no limitation on amounts payable with respect apply to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary for fraud or breaches of the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000.Fundamental Representations. For purposes of this Agreement, “

Indemnification Provisions for Benefit of Buyer. In the event (i) either SellerSubject to the limitations set forth in this ss.8, CFC or Conseco (A) in the event Seller breaches any of its representations and warranties contained herein, and, if there is an applicable survival period pursuant to ss.8(a) above, provided that Buyer makes a written claim for indemnification against Seller within such survival period, (B) in Section 3(a)the event that any SPPI Transferred Employee makes a claim, Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior subsequent to the Closing Date, and against Buyer or any of its Affiliates, related to such SPPI Transferred Employee's transfer from an SPPI Entity to one of the Economy Companies (other than as otherwise covered by this Agreement, including any claim for severance arising from post-Closing events, for which Buyer shall be solely responsible), provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco pursuant or (C) in the event that there is a claim against Buyer or any of its Affiliates relating to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party transfer of the non-SPPI Business from the Economy Companies to an Affiliate of Seller that is entitled to indemnification under this not otherwise covered by the Seller Reinsurance Agreement, within the applicable survival period specified in Section 9(a) above (such provided that Buyer makes a written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made for indemnification against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the ClosingSeller, then SellerSeller shall indemnify and hold harmless Buyer (and its respective directors, CFC officers, Affiliates, successors and Conseco jointly and severally agree to indemnify assigns) (each, a "Buyer Indemnitee") from and against any Adverse Consequences a Buyer Indemnitee shall suffer through and after the date which arise out of or are related to such breach or claim; provided, however, that Seller shall not have any liability under this ss.8(b) unless a Buyer Indemnitee has suffered Adverse Consequences, by reason of the claim for indemnification caused by such breach. Subject breach of any representation or warranty of Seller, that in the aggregate are in excess of $12.6 million, and then only to the further limitations on Conseco's obligations set forth extent of any such excess; provided, further, however, that Seller shall not have any liability under this ss.8(b) for any individual items where the Adverse Consequences relating thereto are less than $50,000, and such items shall not be aggregated for purposes of the immediately preceding proviso; and provided, further, however, that in the next sentence of this Section 9(b)any event, the aggregate maximum amount required to for which Seller shall be paid by Seller, CFC and Conseco pursuant to liable under this Section 9(b) (other than amounts payable with respect to claims made under Section 7ss.8(b) shall not exceed $110,000,000236,250,000; provided, and there nevertheless, that the limitations contained in the foregoing three provisos shall be no limitation on amounts payable with respect not apply to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary liability by reason of any claim referred to in clause (B) or clause (C) of this subsection (b)(i) or by reason of any breach of the Closing Date representations or warranties contained in ss.3(a)(v), ss.4(c)(i), ss.4(c)(ii)(B) or ss.4(d). Notwithstanding the foregoing, remedies for breaches of representations and its aggregate indemnification obligations hereunder warranties contained in ss.4(h) shall be limited to $250,000,000indemnification under ss.6(e).

Indemnification Provisions for Benefit of Buyer. (i) In the event (iA) either Seller, CFC Seller or Conseco the Companies breaches any of its representations, warranties and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties contained in Section 3(a) above which are covered by paragraph (ii) below), and, if there is an applicable survival period pursuant to Section 4 and Section 7(b8(a) above above, (B) any claim is asserted against Buyer or Seller any Affiliate with respect to any Taxes relating to Seller's, Sub 1's or CFC breaches any of the covenants contained in this Agreement to be performed by Seller Sub 2's operations or CFC properties on or prior to the Closing Date, (C) any Taxes that may be due from Seller directly and solely as a result of the sale of the stock of the Companies pursuant to this Agreement, provided that Buyer or Parent makes a written claim for indemnification against SellerSeller within such survival period, CFC and/or Conseco pursuant (D) any liability or obligation relating to this Section 9(b)events prior to the Closing with regard to any Employee Benefit Plan, setting forth unless otherwise accrued or provided for in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under July 1999 Financial Statements, or as otherwise provided in this Agreement, within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (iiE) any Third Party Claim liability arising out of products sold by Sub 1 or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business Sub 2 prior to the ClosingClosing Date, unless otherwise accrued or provided for in the July 1999 Financial Statements, or as otherwise provided in this Agreement, (F) any violation by Seller, Sub 1 or Sub 2 of any Environmental Law or (G) any claims, lawsuits, injunctions or other actions brought or threatened by any Person against any of Sub 1, Sub 2, Buyer or any of Buyer's Affiliates based on a claim by any Person of a right to acquire Sub 1 or Sub 2 from Seller, then Seller, CFC and Conseco jointly and severally agree Seller agrees to indemnify Buyer from and against any Adverse Consequences Buyer shall will suffer through and after the date of the claim for indemnification caused proximately by the breach; PROVIDED, HOWEVER, that Seller will not have any obligation to indemnify Buyer or Parent from and against any Adverse Consequences caused by (A) through (G) above (except Adverse Consequences relating to Taxes or Employee Benefit Plans): (x) until Buyer or Parent has suffered Adverse Consequences by reason of all such breach. Subject breaches in excess of a $100,000 aggregate deductible (the "Indemnification Threshold") (after which point Seller will be obligated only to indemnify Buyer or Parent from and against further such Adverse Consequences, that is, for amounts greater than $100,000) or thereafter (y) to the further limitations on Conseco's obligations set forth in extent the next sentence Adverse Consequences Buyer has suffered by reason of this Section 9(b), the all such breaches exceeds a $10,250,000 aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) ceiling (other than amounts payable with respect to claims made under Section 7) shall not exceed $110,000,000, and there shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall after which point Seller will have no indemnification obligations hereunder following the second anniversary of the Closing Date obligation to indemnify Buyer from and its aggregate indemnification obligations hereunder shall be limited to $250,000,000against further such Adverse Consequences).

Indemnification Provisions for Benefit of Buyer. In Seller agrees to indemnify Buyer and its officers, directors, stockholders, successors and assigns (each, a "BUYER INDEMNIFIED PARTY"; collectively, the event "BUYER INDEMNIFIED PARTIES") from and against the entirety of any Adverse Consequences that any Buyer Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by: (i) either Seller, CFC or Conseco breaches any breach of any of its Seller's representations and warranties contained in Section 3(a), Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior to (so long as the Closing Date, and provided that Buyer Indemnified Party makes a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, therefor within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or period); (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates breach of any of Seller's covenants contained in this Agreement; (iii) the Excluded Liabilities; (iv) any Liabilities arising pursuant to the actions WARN Act other than Liabilities that arise as a result of Buyer's breach of its obligations under Section 5(e) hereof; (v) any Liabilities arising as a result of the parties' non-compliance with any bulk transfer laws applicable to the transactions contemplated hereby (except to the extent arising out of Buyer's failure to discharge any Assumed Liabilities); (vi) the violation of Environmental and Safety Requirements by the Seller or inactions of Seller in connection with respect to the Business prior to the Closing; (vii) the presence or Release of Hazardous Material at or on the Acquired Assets prior to Closing, then Sellerto the extent such Adverse Consequences arise under Environmental and Safety Requirements; (viii) the Release of Hazardous Material at, CFC on or from any property other than the Acquired Assets, to the extent such Hazardous Material has been used, generated, treated, stored, disposed of or transported by or on behalf of the Seller or in connection with the Business prior to Closing and Conseco jointly such Adverse Consequences arise under Environmental and severally agree Safety Requirements; and (ix) the matters listed on the SCHEDULE OF ADDITIONAL INDEMNIFIED MATTERS; provided, however, that Seller shall not have any obligation to indemnify Buyer from under Section 7(b)(i) for any breach of a representation or warranty hereunder unless and against any only to the extent that Buyer has suffered Adverse Consequences Buyer shall suffer through by reason of all breaches of Seller's representations and after the date of the claim for indemnification caused by such breach. Subject to the further limitations on Conseco's obligations set forth warranties contained in this Agreement which in the next sentence of this aggregate exceed $50,000; and, PROVIDED, FURTHER, that except as specifically provided in Section 9(b)5(g) above or on the SCHEDULE OF ADDITIONAL INDEMNIFIED MATTERS, the aggregate amount required Seller shall have no obligation to be paid by Sellertake, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable pay for, reimburse or indemnify Buyer with respect to claims made under Section 7any action or Adverse Consequence that may be necessary now or in the future (i) shall to remediate or otherwise bring the real property included within the Acquired Assets into compliance with any Environmental and Safety Requirement adopted after or otherwise not exceed $110,000,000in effect on the Closing Date, (ii) to bring any Acquired Asset other than real property into compliance with any applicable Environmental and there shall be no limitation Safety Requirement in effect on amounts payable the Closing Date or becoming effective thereafter or (iii) to permit Buyer to comply with any Environmental and Safety Requirement with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary operation of the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000Business after Closing.

Indemnification Provisions for Benefit of Buyer. (i) In the event the Sellers (i) either Selleror in the event any third party alleges facts that, CFC or Conseco breaches any of its representations and warranties contained in Section 3(a)if true, Section 4 and Section 7(b) above or Seller or CFC breaches would mean any of the Sellers has breached) breach any of their representations, warranties, and covenants contained in this Agreement to be performed by Seller or CFC prior to herein during the Closing Dateperiod such representations, warranties and covenants survive, and provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco any of the Sellers pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, 10(h) below within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver period, then each of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closing, then Seller, CFC and Conseco jointly and severally agree Sellers agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) provided, however, that the Sellers shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any ADVANCED INFORMATION SOLUTIONS, INC. STOCK PURCHASE AGREEMENT - 38 - representation or warranty of the Sellers contained in Section 4 above (i) until Buyer has suffered aggregate losses by reason of all such breach. Subject breaches in excess of a $25,000 threshold (at which point the Sellers will be obligated to indemnify Buyer from and against all such aggregate losses including losses relating back to the first dollar); and (ii) in excess of the Purchase Price (after which point the Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences) provided further, however, that the limitations on Conseco's obligations set forth in (i) and (ii) above specifically shall not apply to the next sentence liability of this Section 9(b), the aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable any Seller with respect to claims made under Section 7) shall not exceed $110,000,000, and there shall be no limitation on amounts payable Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Sellers nor to the liability of any Seller with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary breaches of the Closing Date representations and its aggregate indemnification obligations hereunder warranties contained in Sections 4(b), 4(h), and 4(n) hereof and the limitations set forth in (ii) above specifically shall be limited not apply to $250,000,000the liability of any Seller with respect to Adverse Consequences resulting from or attributable to the liability of any Seller with respect to breaches of the representations and warranties contained in Section 4(s) hereof.

Indemnification Provisions for Benefit of Buyer. In the event Seller breaches (ior in the event any third party alleges facts that, if true, would mean Seller has breached) either Seller, CFC or Conseco breaches any of its representations representations, warranties and warranties contained in Section 3(a), Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior to the Closing Dateherein, and provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, Seller within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closingperiod, then Seller, CFC and Conseco jointly and severally agree Seller agrees to indemnify Buyer and its affiliates and their respective officers, directors and stockholders (each, a “Buyer Indemnified Party”) from and against the entirety of any Adverse Consequences Buyer shall (as hereinafter defined) they may suffer through and after the date of the claim for indemnification caused by such breach. Subject (including any after the end of any applicable survival period) resulting from, arising out of, or relating to the further limitations on Conseco's obligations set forth breach (or the alleged breach); provided, however, that Seller shall not have any obligation to indemnify any Buyer Indemnified Party from and against any Adverse Consequences resulting from, arising out of, or relating to the breach (or alleged breach) of any representation or warranty of Seller until the Buyer Indemnified Parties have, in the next sentence aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $150,000 (the “Basket Amount”) aggregate threshold (at which point Seller will be obligated to indemnify the Buyer Indemnified Parties from and against all Adverse Consequences in excess of the threshold amount) and provided further that Seller’s maximum liability arising out of the transactions contemplated by this Agreement shall not exceed the Purchase Price (the “Seller’s Liability Limitation”), except for fraud. “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement (with the approval of the other party if required pursuant to the provisions of this Section 9(b14), liabilities, obligations, Taxes, liens, losses, expenses and fees, including court costs and reasonable attorneys’ fees and expenses incurred in investigation or defense of any of the aggregate amount required same or asserting its rights hereunder. Notwithstanding anything to the contrary in the foregoing, solely for purposes of determining whether a Buyer Indemnified Party has suffered Adverse Consequences resulting from a breach of the representation and warranty of Seller contained in Section 2.15 hereof, such representation and warranty shall be deemed to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable with respect to claims made under Section 7) shall not exceed $110,000,000, and there shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary of the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000without any materiality qualifiers.

Indemnification Provisions for Benefit of Buyer. In (a) If the event Closing occurs, (i) either Seller, CFC Xxxxxxxxxx agrees to indemnify Buyer Indemnitees from and against any Losses actually suffered or Conseco breaches incurred by them arising out of or related to (A) the breach of any Fundamental Representation of its representations and warranties Xxxxxxxxxx contained in Section 3(aARTICLE III and (B) any liability of the Company to the extent such liability is not related to the Business or operations of the Company and is the result of the Company’s affiliation with Xxxxxxxxxx (or its Affiliates other than the Company), Section 4 whether by operation of Law or otherwise; (ii) Imperial agrees to indemnify Buyer Indemnitees from and Section 7(bagainst any Losses actually suffered or incurred by them arising out of or related to (A) above the breach of any Fundamental Representation of Imperial contained in ARTICLE IV and (B) any liability of the Company to the extent such liability is not related to the Business or Seller operations of the Company and is the result of the Company’s affiliation with Imperial (or CFC breaches its Affiliates other than the Company), whether by operation of Law or otherwise; and (iii) the Sellers agree to indemnify, Severally, but not jointly, Buyer Indemnitees from and against any Losses actually suffered or incurred by them arising out of or related to (A) the breach of any Fundamental Representation of the Sellers contained in ARTICLE V; (B) (x) the breach by the Sellers of any of the Covered Pre-Closing Covenants or (y) any covenants or agreements of the Sellers contained in this Agreement to be performed which by Seller their terms require performance after the Closing; (C) any outstanding Company Transaction Costs or CFC prior to the Closing Date, and provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting forth Company Funded Debt in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following existence as of the Closing Date to the extent such amounts are not paid by the Sellers or included in the final determination of the Purchase Price pursuant to Section 2.5 and any failure Losses related to submit a claim in removing any one quarter shall not be deemed as a waiver Liens (other than Permitted Liens) on the assets or properties of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to Company after the actions or inactions of Seller Closing with respect to the Business Company Funded Debt identified in the Payoff Letters; (D) any liability to any consultants or service providers of the Company or its Affiliates (including the Sellers) arising, vesting (whether fully or partially), or conferring any right of immediate or future value as a result of the consummation of the transactions contemplated hereby (whether or not such liability is immediately due and payable upon consummation of the transactions contemplated hereby), to the extent such amounts are not paid by the Sellers or included in the final determination of the Purchase Price pursuant to Section 2.5; and (E) subject to Section 8.5(f) or as otherwise provided in the agreements and documents to be entered into in connection with the Repurchase Transactions, any Proceeding initiated by or any Claims of any of the Non-Voting Stockholders in his or her capacity as a stockholder of the Company or with respect to the transactions contemplated hereby. No Claim may be asserted nor may any action be commenced against the Sellers pursuant to subclause (A) or (B) of this Section 11.2(a) unless written notice of such Claim or action is received by the Sellers describing in reasonable detail (to the extent then known) the facts and circumstances with respect to the subject matter of such Claim or action on or prior to the Closing, then Seller, CFC and Conseco jointly and severally agree date on which the representation or warranty or covenant or agreement (as applicable) on which such Claim or action is based ceases to indemnify Buyer from and against any Adverse Consequences Buyer shall suffer through and after the date of the claim for indemnification caused by such breachsurvive as set forth in Section 11.1. Subject to the further limitations on Conseco's obligations set forth in the next sentence of this Section 9(b11.1(a), the aggregate amount required to representations and warranties in this Agreement shall in no event be paid affected by Sellerany investigation, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable with respect to claims inquiry or examination made under Section 7) shall not exceed $110,000,000for or on behalf of any party, and there shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following or the second anniversary knowledge of any party’s agents, advisors or representatives or the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000acceptance by any party of any certificate hereunder.

Indemnification Provisions for Benefit of Buyer. In the event (i) either Seller, CFC or Conseco breaches any of its representations and warranties contained in Section 3(a), Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained in If this Agreement to be performed by Seller or CFC is not terminated prior to the Closing Datein accordance with Article IX, and provided that Seller breaches (a) any of the representations or warranties of Seller contained herein or in the closing certificate delivered by Seller pursuant to Section 7.1(g), and Buyer makes gives notice of a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, Seller within the applicable survival period specified in Section 9(aSurvival Period, or (b) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim covenants or agreements of Seller contained herein or in any one quarter shall not be deemed as a waiver of the right Seller Document and Buyer gives notice thereof to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closing, then Seller, CFC then, subject to Section 8.6, Seller and Conseco ICG, jointly and severally agree to indemnify severally, will indemnify, defend and hold harmless Buyer from and against any Adverse Consequences Buyer shall may suffer through arising out of or resulting from any of the foregoing regardless of whether the Adverse Consequences are suffered during or after any applicable Survival Period. Subject to Section 8.6, Seller and ICG, jointly and severally, also will indemnify, defend and hold harmless Buyer from and against any Adverse Consequences Buyer may suffer, whether suffered during or after the date Survival Period, arising out of or resulting from (c) any Liability against Buyer or any of the Assets by virtue of the application of any bulk sales or other similar laws to the sale and transfer of the Assets to Buyer, or failure of Seller to comply with any applicable bulk sales laws or (d) any Liability of Seller other than an Assumed Liability, (e) any Liability of Seller arising from or relating to the matters described in Schedule 3.11(a) or (f) except as expressly set forth in this Agreement, any Liability relating to the operation of the Business by Seller prior to the Closing. In determining the amount of Adverse Consequences suffered by Buyer for purposes of this Section 8.1 as a result of a breach by Seller described in Section 8.1(a) or Section 8.1(b) above of any representation, warranty, covenant or agreement of Seller qualified by the words "material," "materiality," "in all material respects," "knowledge," "to the knowledge of," or words of similar import, or by any phrase using any such terms or words, such Adverse Consequences will be deemed to include only amounts that are material or arising out of matters of which Seller or ICG had knowledge, as the case may be. If any dispute arises concerning whether any indemnification is owing which cannot be resolved by negotiation among the Parties within 30 days of notice of claim for indemnification caused by such breach. Subject from the party claiming indemnification to the further limitations on Conseco's obligations set forth in the next sentence of this Section 9(b)Party against whom such claim is asserted, the aggregate amount required to dispute will be paid resolved by Seller, CFC and Conseco arbitration pursuant to this Section 9(b) (other than amounts payable with respect to claims made under Section 7) shall not exceed $110,000,000, and there shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary of the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000Agreement.

Indemnification Provisions for Benefit of Buyer. (i) In the event the Shareholders breach (ior in the event that any third party alleges facts that, if true, would mean that the Shareholders have breached) either Seller, CFC or Conseco breaches any of its their representations, warranties (or any of such representations and or warranties contained in Section 3(ais untrue or inaccurate), Section 4 covenants and Section 7(b) above agreements contained herein or Seller in any certificate, document, instrument or CFC breaches any of the covenants contained in agreement delivered pursuant to this Agreement to be performed by Seller or CFC prior to the Closing DateAgreement, and and, provided that Buyer makes the Indemnified Buyers (as hereafter defined) make a written claim for indemnification against Seller, CFC and/or Conseco the Shareholders pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, below within the applicable survival claim period specified provided in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closingabove, then Seller, CFC and Conseco jointly and severally the Shareholders agree to indemnify Buyer and each of its officers, directors, employees, representatives and shareholders (the "Indemnified Buyers") from and against the entirety of any Adverse Consequences Buyer shall the Indemnified Buyers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Indemnified Buyers may suffer after the end of any applicable claim period) resulting from, arising out of, relating to, in the nature of, or caused by such the breach (or the alleged breach. Subject ) during any applicable claim period; provided, however, that the Shareholders shall not have any obligation to indemnify the further limitations on Conseco's obligations set forth Indemnified Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the next sentence nature of, or caused by the breach (or alleged breach) of this any representation or warranty of the Shareholders contained in Section 9(b), the aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) above (other than amounts payable with respect those in Section 50(a)--5(j), 5(2) and 5(y)): (A) until the Indemnified Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $250,000 aggregate deductible (after which point the Shareholders will be obligated only to claims made under Section 7indemnify the Indemnified Buyer from and against Adverse Consequences in excess of that amount) shall not exceed or thereafter (B) to the extent that the Adverse Consequences the Indemnified Buyer has suffered by reason of all such breaches exceeds a $110,000,000, and there shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall 24,750,000 aggregate ceiling (after which point the Shareholders will have no indemnification obligations hereunder following obligation to indemnify the second anniversary of the Closing Date Indemnified Buyer from and its aggregate indemnification obligations hereunder shall be limited to $250,000,000against further such Adverse Consequences).

Indemnification Provisions for Benefit of Buyer. In the event If there is any Event of Breach (i) either Seller, CFC or Conseco breaches any of its representations and warranties contained as defined in Section 3(a8.04), Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior to the Closing Date, and provided that Buyer makes deliver to Seller pursuant to Section 8.05 hereof, a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closingsuch alleged Event of Breach, then Seller, CFC and Conseco jointly and severally agree to Seller shall indemnify Buyer for any Event of Breach of any of the Shareholders and/or Seller contained herein by any of the Shareholders and/or Seller from and against any all Adverse Consequences that Buyer shall has suffered or may suffer caused by, resulting from, arising out of or relating to such Event of Breach through and after the date of such claim. Notwithstanding anything herein to the claim contrary, Buyer, Seller and the Shareholders agree that Buyer shall not seek indemnification from the Seller to the extent that the total of all claims for indemnification caused by such breach. Subject to the further limitations on Conseco's obligations set forth in the next sentence of this Section 9(b), the aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable with respect to claims made under Section 7) shall do not exceed $110,000,000, and there shall be no limitation on amounts payable with respect 75,000 throughout the time provided by the applicable statute of limitations. To the extent that Buyer's claims for indemnification prior to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary of the Closing Date through the time provided by the applicable statute of limitations do not exceed $500,000, Buyer shall have the right to require Seller to indemnify Buyer for all such claims , including the first $75,000 of claims for indemnification. To the extent that Buyer's claims for indemnification prior to the closing date exceed $500,000, any party may choose to terminate this Agreement without liability to any other party. To the extent that Buyer's claims for indemnification, both before and its aggregate after the Closing Date , exceed $500,000 Buyer agrees to limit Seller's indemnification obligations hereunder shall be to the total of the purchase price and the Call Purchase Price as those terms are defined herein. While this indemnification provision is limited to $250,000,000Seller, the Shareholders agree that Buyer may offset claims for indemnification hereunder against payments due from Buyer to the Seller as part of the Purchase Price for the assets or to the Shareholders as part of the Call Purchase Price.

Indemnification Provisions for Benefit of Buyer. (a) In the event (i) either Seller, CFC or Conseco that Seller breaches any of its representations representations, warranties, and warranties contained in Section 3(a), Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained herein or in this Agreement to be performed any instrument delivered by Seller pursuant hereto at or CFC prior to the Closing DateClosing, and and, provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco Seller pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, 11.05 below within the applicable survival period specified set forth in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closing11.01, then SellerSeller shall indemnify GNP, CFC Buyer and Conseco jointly its officers, directors, stockholders and severally agree to indemnify Affiliates (the "Buyer Indemnified Parties") from and against any Adverse Consequences Buyer shall Indemnified Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer Indemnified Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach up to an aggregate maximum amount of $10,000,000 with respect to all claims against Seller (excluding de Minimis Claims, claims under Article VI and Retained Liabilities); provided, however, that Seller shall have no obligation to indemnify Buyer Indemnified Parties from and against any Adverse Consequences until Buyer Indemnified Parties have suffered Adverse Consequences by reason of all such breachbreaches in excess of an aggregate deductible amount of a $100,000 (excluding de Minimis Claims and Retained Liabilities), aggregate deductible (the "Seller Deductible Amount"), at which point Seller will be obligated to indemnify Buyer Indemnified Parties from and against all such Adverse Consequences in excess of such Seller Deductible Amount; and provided, further that Seller shall not be liable under this Section 11.02 for a claim if the amount of Adverse Consequences thereunder is less than $5,000 (for purposes hereof, any series of claims arising from the same or substantially similar facts or circumstances shall be treated as one claim) ("de Minimis Claims"). Subject Without prejudice to the further limitations on Conseco's obligations set forth in provisions of Sections 10.02 and 13.15, indemnification pursuant to the next sentence terms of this Section 9(b), the aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable with respect to claims made under Section 7) shall not exceed $110,000,000, and there 11.02 shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary sole and exclusive remedy against Seller for breaches of the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000nature set forth herein.

Indemnification Provisions for Benefit of Buyer. (i) In the event (i) either Seller, CFC or Conseco Seller breaches any of its representations representations, warranties, and warranties covenants contained herein (other than the covenants in Section 3(a2(a) above), and, if there is an applicable survival period pursuant to Section 4 and Section 7(b8(a) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior to the Closing Dateabove, and provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco Seller pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which 11(f) below within such party is entitled to indemnification under this Agreement, within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closingperiod, then Seller, CFC and Conseco jointly and severally agree Seller agrees to indemnify Buyer from and against any Adverse Consequences damages to the extent that they are caused proximately by the breach and suffered by Buyer shall suffer through and after the date of the claim for indemnification indemnification; PROVIDED, however, that Seller shall not have any obligation to indemnify Buyer from and against any such damages caused by the breach of any representation or warranty of Seller contained in Section 4 above (A) until Buyer has suffered damages by reason of all such breach. Subject breaches in excess of a $1,000,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such damages) or thereafter (B) to the extent the damages Buyer has suffered by reason of all such breaches exceeds a 75% of the Purchase Price aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further limitations on Conseco's obligations set forth such damages); PROVIDED, FURTHER, that the foregoing ceiling shall not apply to a breach of the representations of Seller contained in the next sentence clauses (v) or (vi) of this Section 9(b3(a), the aggregate amount required to be paid by SellerSection 4(d), CFC and Conseco pursuant to this Section 9(b4(e) (other than amounts payable or 4(m) hereof, any claim with respect to claims made under Section 7) fraud or as to any indemnification for which Seller would otherwise be liable hereunder to the extent it arises from a Special Third Party Claim. Notwithstanding the foregoing, Buyer shall not exceed $110,000,000, and there shall be have no limitation on amounts payable right against Seller with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following a breach of a representation or warranty if, at the second anniversary time of Closing, Buyer knew and did not inform Seller of the Closing Date and misrepresentation or breach of warranty. To the extent Seller has indemnified Buyer with respect to any matter as to which Buyer has a separate indemnification claim against a third party, Buyer shall assign its aggregate indemnification obligations hereunder shall be limited rights to $250,000,000make such claim, without recourse, to Seller.

Indemnification Provisions for Benefit of Buyer. (i) In the event the Sellers (i) either Selleror in the event any third party alleges facts that, CFC or Conseco breaches any of its representations and warranties contained in Section 3(a)if true, Section 4 and Section 7(b) above or Seller or CFC breaches would mean any of the Sellers has breached) breach any of their Joint and Several representations, warranties, and covenants contained in this Agreement to be performed by Seller or CFC prior to herein during the Closing Dateperiod such representations, warranties and covenants survive, and provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco any of the Sellers pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, 10(h) below within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver period, then each of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closing, then Seller, CFC and Conseco jointly and severally agree Sellers agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Sellers shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating KINDERHOOK SYSTEMS, INC. STOCK PURCHASE AGREEMENT -41- 47 to, in the nature of, or caused by the breach of any representation or warranty of the Sellers contained in Section 4 above (A) until Buyer has suffered aggregate losses by reason of all such breach. Subject breaches in excess of a $75,000 threshold (at which point the Sellers will only be obligated to indemnify Buyer from and against such aggregate losses in excess of such $75,000; (B) in excess of $12,000,000 in the aggregate (after which point the Sellers shall have no obligation to indemnify Buyer from and against further such Adverse Consequences), and (C) no Seller shall be liable for any such losses (together with any losses to which such Seller is responsible pursuant to Section 8(b)(ii) hereunder) in excess of fifty percent (50%) of the Purchase Price received by such Seller hereunder; provided further, however, that the limitations on Conseco's obligations set forth in the next sentence of this Section 9(b(A), (B) and (C) above specifically shall not apply to the aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable liability of any Seller with respect to claims made under Section 7Adverse Consequences resulting from or attributable to (a) shall not exceed $110,000,000intentional fraud or any willful misconduct by the Sellers or (b) breaches of the representations and warranties contained in Sections 4(b), 4(h), 4(n) and there 4(s) hereof; provided further, however, none of the Sellers, other than the Principal, shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary liable for any losses in excess of the Closing Date Purchase Price received by such Seller hereunder resulting from or attributable to (a) intentional fraud or any willful misconduct by the Sellers under any Joint and its aggregate indemnification obligations hereunder shall be limited to $250,000,000Several representations and warranties and (b) breaches of the representations and warranties contained in Sections 4(b), 4(h), 4(n) and 4(s).

Indemnification Provisions for Benefit of Buyer. In the event Seller breaches (ior in the event any third party alleges facts that, if true, would mean Seller has breached) either Seller, CFC or Conseco breaches any of its representations representations, warranties and warranties contained in Section 3(a), Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior to the Closing Dateherein, and provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, Seller within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closingperiod, then Seller, CFC and Conseco jointly and severally agree Seller agrees to indemnify Buyer and its affiliates and their respective officers, directors and stockholders (each, a "Buyer Indemnified Party") from and against the entirety of any Adverse Consequences Buyer shall (as hereinafter defined) they may suffer through and after the date of the claim for indemnification caused by such breach. Subject (including any after the end of any applicable survival period) resulting from, arising out of, or relating to the further limitations on Conseco's obligations set forth breach (or the alleged breach); provided, however, that Seller shall not have any obligation to indemnify any Buyer Indemnified Party from and against any Adverse Consequences resulting from, arising out of, or relating to the breach (or alleged breach) of any representation or warranty of Seller until the Buyer Indemnified Parties have, in the next sentence aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $150,000 (the "Basket Amount") aggregate threshold (at which point Seller will be obligated to indemnify the Buyer Indemnified Parties from and against all Adverse Consequences in excess of the threshold amount) and provided further that Seller's maximum liability arising out of the transactions contemplated by this Agreement shall not exceed the Purchase Price (the "Seller's Liability Limitation"), except for fraud. "Adverse Consequences" means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement (with the approval of the other party if required pursuant to the provisions of this Section 9(b14), liabilities, obligations, Taxes, liens, losses, expenses and fees, including court costs and reasonable attorneys' fees and expenses incurred in investigation or defense of any of the aggregate amount required same or asserting its rights hereunder. Notwithstanding anything to the contrary in the foregoing, solely for purposes of determining whether a Buyer Indemnified Party has suffered Adverse Consequences resulting from a breach of the representation and warranty of Seller contained in Section 2.15 hereof, such representation and warranty shall be deemed to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable with respect to claims made under Section 7) shall not exceed $110,000,000, and there shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary of the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000without any materiality qualifiers.