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

Indemnification Provisions for Benefit of Buyer. (i) In the event Seller breaches any of its representations, warranties and covenants contained in this Agreement and, if there is an applicable survival period pursuant to Section 6(a) above, provided that Buyer makes a written claim for indemnification against Seller within such survival period, then Seller and Parent jointly and severally agree to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by the breach (or the alleged breach), provided, however, that Seller and Parent shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, or caused by the breach (or alleged breach) of any representation or warranty of Seller contained in Sections 3(f) through (i) and (k) through (y) above (i) until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an $75,000 aggregate threshold (at which point Seller and Parent will be obligated to indemnify Buyer from and against all such Adverse Consequences relating back to the first dollar) and (ii) in excess of a dollar amount equal to the Purchase Price (the "Indemnity Limit") and Buyer shall have actually recovered from Seller and Parent an amount equal to the Indemnity Limit.

Indemnification Provisions for Benefit of Buyer. (i) In the event Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its respective representations, warranties warranties, and covenants contained in this Agreement Agreement, and, if there is an applicable survival period pursuant to Section 6(a9(a) above, provided that Buyer makes a written claim for indemnification against Seller within one year of expiration of such survival period, then Seller and Parent agrees, jointly and severally agree severally, to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer 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 (or the alleged breach), ) provided, however, that Seller and Parent 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 (or alleged breach) of any representation or warranty of Seller contained in Sections 3(f) through (i) and (k) through (y) above (i) until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an a $75,000 50,000 aggregate threshold (at which point Seller and Parent will be obligated thereafter to indemnify Buyer from and against all such Adverse Consequences relating back to the first dollar) and (ii) in excess of a dollar amount equal Consequences. The $50,000 aggregate threshold provided for herein shall not be applicable to the Purchase Price (Adjustments, Post Closing Adjustments, Seller's obligations under Section 3.25, or under the "Indemnity Limit") and Buyer shall have actually recovered from Seller and Parent an amount equal to the Indemnity LimitServices Agreement.

Indemnification Provisions for Benefit of Buyer. (i) In the event Seller or any of the Principals breaches any of its representations, warranties and covenants contained in this Agreement and, if there is an applicable survival period pursuant to Section 6(aParagraph 8(a) above, provided that Buyer or ORC makes a written claim for indemnification against Seller within such survival period, then Seller and Parent the Principals, jointly and severally severally, agree to indemnify Buyer and ORC from and against the entirety any suits, claims, judgements, reasonable costs and attorney's fees (Adverse Consequences) Buyer or ORC shall suffer as a result of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by the breach (or the alleged such breach), ; provided, however, that Seller and Parent the Principals shall not have any obligation to indemnify Buyer or ORC from and against any Adverse Consequences resulting from, arising out of, relating to, or caused by the breach (or alleged breach) of any representation or warranty of Seller contained in Sections 3(fParagraphs 6(f), 6(g), 6(i) through 6(s) (iinclusive), 6(u) and (k) through (y6(v) above (i) until Buyer or ORC has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an the sum of $75,000 150,000, and provided further that Seller and the Principals shall be obligated to indemnify Buyer and ORC from and against such Adverse Consequences only to the extent the Adverse Consequences Buyer or ORC has suffered by reason of all such breaches do not exceed the aggregate threshold (at amount of $10,000,000 after which point neither the Seller and Parent nor the Principals will be obligated to indemnify Buyer or ORC from and against all further such Adverse Consequences relating back to the first dollar) and (ii) in excess of a dollar amount equal to the Purchase Price (the "Indemnity Limit") and Buyer shall have actually recovered from Seller and Parent an amount equal to the Indemnity LimitConsequences.

Indemnification Provisions for Benefit of Buyer. (i) In From and after the Closing, in the event any Seller or Holdings breaches any of its their respective representations, warranties warranties, and covenants contained in this Agreement andherein, if there is an applicable survival period pursuant to Section 6(a) above, and provided that Buyer makes a written claim for indemnification against Seller pursuant to Section 12.1 below within such the applicable survival period, then each of the Sellers (severally as to the representations, warranties or covenants of any Seller and Parent jointly and severally agree as their interests appear), agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any the applicable survival period) resulting from, arising out of, relating to, or caused by the breach (or the alleged such breach), ; provided, however, that no Seller and Parent shall not have any obligation from and after the Closing to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, or caused by the breach (or alleged breach) of any representation or warranty of Seller Holdings contained in Sections 3(f) through (i) and (k) through (y) Article 3 above (i) until Buyer has suffered Adverse Consequences aggregate losses by reason of all such breaches (or alleged breaches) in excess of an $75,000 aggregate threshold (at which point Seller and Parent will be obligated to indemnify Buyer from and against all such Adverse Consequences relating back to the first dollar) and (ii) in excess of a dollar amount equal $1,500,000 threshold ("Threshold") (and then only for any excess); provided, further, that Buyer shall be entitled, in each case without regard to the Purchase Price Threshold or the Cap, to recover the full amount of any Damages resulting from, arising out of, relating to, or caused by the breach of any representation or warranty by any Seller (from such breaching Seller) or the breach of the covenant set forth in Section 6.11 hereof); provided, further, that the maximum aggregate liability of the Sellers under this Article 11 shall not exceed $4,000,000 (the "Indemnity LimitCap") ). For purposes of determining whether a breach has resulted in aggregate losses exceeding the Threshold, the terms "material," and Buyer "materially," "material adverse effect" or similar terms, if contained in a representation, warranty or covenant, shall have actually recovered from Seller and Parent an amount equal to the Indemnity Limitbe disregarded.

Indemnification Provisions for Benefit of Buyer. (i) In the event Seller breaches Sellers and the Stockholders breach any of its their representations, warranties warranties, and covenants contained in this Agreement above, and, if there is an applicable survival period pursuant to Section 6(a) above, provided that Buyer makes a written claim for indemnification against Seller Sellers and Stockholders within such the survival periodperiod set forth in ss.8(a) above, then Seller Sellers and Parent Stockholders, jointly and severally severally, agree to indemnify Buyer (including its Affiliates) from and against the entirety of any Adverse Consequences Buyer may suffer through and arising prior to, on or after the date of the claim for indemnification Closing Date that Buyer (including any Adverse Consequences Buyer may its Affiliates) shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, or that have been caused by the breach (or the alleged such breach), ; provided, however, that Seller as to breaches of the covenants contained above in ss.ss.6(d) and Parent (g) above shall be several and not joint with respect to Sellers and Stockholders; provided, further, that Sellers and the Stockholders shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, or caused by the breach (or alleged breach) of any representation or warranty of Seller Sellers and Stockholders contained in Sections 3(f) through ss.3 above until the Buyer has suffered Adverse Consequences by reason of a breach in each occurrence equal to or in excess of a US $10,000 threshold in the aggregate (i) after which Sellers and (k) through (y) above (i) Stockholders will be obligated to indemnify the Buyer from and against any and all Adverse Consequences in respect of such breach without regard to the US $10,000 threshold); provided, further, that Sellers and the Stockholders shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of Sellers contained herein until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an a US $75,000 100,000 aggregate threshold (at after which point Seller and Parent Sellers will be obligated to indemnify Buyer from and against any and all Adverse Consequences in respect of all such Adverse Consequences relating breaches without regard to the US $100,000 threshold back to the first dollar). For purposes of clarification, any Adverse Consequence by reason of a breach in each occurrence less than a US $10,000 threshold in the aggregate shall not give rise to any indemnification to Buyer pursuant to this ss.8(b) and (ii) shall not be counted in excess of a dollar amount equal to determining the Purchase Price (the "Indemnity Limit") and Buyer shall have actually recovered from Seller and Parent an amount equal to the Indemnity LimitUS$100,000 aggregate threshold referenced above in this section.

Indemnification Provisions for Benefit of Buyer. (ia) In the event Seller any Stockholder (or in the event any third party alleges facts that, if true, would mean any Stockholder has breached) breaches any of its representations, warranties, and covenants contained herein during the period such representations, warranties and covenants contained in this Agreement andsurvive, if there is an applicable survival period pursuant to Section 6(a) above, and provided that Buyer makes a written claim for indemnification against Seller such Stockholder pursuant to Section 11.8 below within such the applicable survival period, then Seller and Parent jointly and severally agree to such Stockholder shall indemnify Buyer from and against the entirety of any Adverse Consequences (other than Adverse Consequences for which Buyer is entitled to recover under Section 9.2(f)) Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any 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 Seller and Parent the Stockholders 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 (or alleged breach) of any representation or warranty of Seller the Stockholders contained in Sections 3(f) through (i) and (k) through (y) Article V above (i) until Buyer has suffered Adverse Consequences aggregate losses by reason of all such breaches (or alleged breaches) in excess of an a $75,000 aggregate threshold 125,000 deductible (at which point Seller and Parent the Stockholders will be obligated to indemnify Buyer from and against all such Adverse Consequences aggregate losses including losses relating back to the first dollardollar above $125,000) and (ii) in excess of a dollar amount equal $6,000,000 (after which point Stockholders shall have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, however, that the limitation set forth in (i) and (ii) above specifically shall not apply to the Purchase Price liability of any Stockholder with respect to Adverse Consequences resulting from or attributable to intentional fraud or any willful misconduct by the Stockholders; provided further, however that the limitation set forth in (the "Indemnity Limit"i) and Buyer above specifically shall have actually recovered from Seller and Parent an amount equal not apply to the Indemnity Limitliability of any Stockholder with respect to Adverse Consequences resulting from breaches of the representations and warranties contained in Sections 5.8, 5.14 and 5.17 hereof.

Indemnification Provisions for Benefit of Buyer. (i) Any breach of representations and warranties contained in Section 4(j) and 5(j) shall be dealt with exclusively in Section 12. In the event any Seller breaches any of its representations, representations and warranties and contained herein or breaches or any Seller or MEI fails to perform any of its covenants contained in this Agreement herein, and, if there is an applicable survival period pursuant to Section 6(a11(a) above, provided that Buyer makes a written claim for indemnification against Seller Common Stock Selling Shareholders pursuant to Section 14(h) below within such survival period, then Seller and Parent each Common Stock Selling Shareholder jointly and severally agree agrees to indemnify indemnify, defend and hold harmless Buyer from and against the entirety of any Adverse Consequences Buyer may or MEI (without duplication) shall suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by the breach (or the alleged breach), failure; provided, however, that Seller (i) such Common Stock Selling Shareholders shall not have any obligation to indemnify Buyer from and Parent against any such Adverse Consequences for breaches of representations and warranties until Buyer has suffered Adverse Consequences by reason of all such breaches of representations and warranties and covenants (other than those set forth in Sections 3(a)(v) and (vi), 4(d) and (j) and 5(d) and (j), which shall not be so limited) in an amount exceeding a $300,000 aggregate deductible (after which point Common Stock Selling Shareholders will be obligated only to indemnify Buyer from and against Adverse Consequences in excess of such amount in accordance with this Section 11(b)(i)), and (ii) the aggregate liability of the Common Stock Selling Shareholders for breaches of representations and warranties (other than those set forth in Sections 3(a)(v) and (vi), 4(d) and (j) and 5(d) and (j) which shall not be so limited) shall in no event exceed the amounts contained in the escrow account established by the Escrow Agreement which shall be the exclusive source of funds for the payment of claims relating to such representations and warranties and (iii) except as set forth in Section 10(a)(xxvii), the exclusive source of funds for the payment of claims relating to title to owned and leased real property of MEI, Miller Brothers or Circle Investments shall be any title insuxxxxx policies issued to Buyer, MEI and/or PPC at the Closing with respect to such properties, provided further, however, that such Selling Shareholders shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, relating to or arising out ofof (x) any matter disclosed in the Schedules to this Agreement, relating to, or caused by the (y) any matter related to a breach (or alleged breach) of any a representation or warranty of Seller contained in Sections 3(f4(p) through or 5(p) of which executive officers of Buyer had actual knowledge prior to the Closing and (iz) any item or matter to the extent that the Adverse Consequences resulting therefrom do not exceed the amounts specifically shown or reserved for such item or matter in MEI's most recent audited financial statements or PPC's most recent unaudited financial statements (including the notes thereto) and (k) through (y) above (i) until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an $75,000 aggregate threshold (at which point Seller and Parent will be obligated to indemnify Buyer from and against all such Adverse Consequences relating back to reflected on the first dollar) and (ii) in excess of a dollar amount equal to the Purchase Price (the "Indemnity Limit") and Buyer shall have actually recovered from Seller and Parent an amount equal to the Indemnity LimitFinal Balance Sheet.

Indemnification Provisions for Benefit of Buyer. (i) Any breach of representations and warranties contained in Section 4(j) and 5(j) shall be dealt with exclusively in Section 12. In the event any Seller breaches any of its representations, representations and warranties and contained herein or breaches or any Seller or MEI fails to perform any of its covenants contained in this Agreement herein, and, if there is an applicable survival period pursuant to Section 6(a11(a) above, provided that Buyer makes a written claim for indemnification against Seller Common Stock Selling Shareholders pursuant to Section 14(h) below within such survival period, then Seller and Parent each Common Stock Selling Shareholder jointly and severally agree agrees to indemnify indemnify, defend and hold harmless Buyer from and against the entirety of any Adverse Consequences Buyer may or MEI (without duplication) shall suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by the breach (or the alleged breach), failure; provided, however, that Seller (i) such Common Stock Selling Shareholders shall not have any obligation to indemnify Buyer from and Parent against any such Adverse Consequences for breaches of representations and warranties until Buyer has suffered Adverse Consequences by reason of all such breaches of representations and warranties and covenants (other than those set forth in Sections 3(a)(v) and (vi), 4(d) and (j) and 5(d) and (j), which shall not be so limited) in an amount exceeding a $300,000 aggregate deductible (after which point Common Stock Selling Shareholders will be obligated only to indemnify Buyer from and against Adverse Consequences in excess of such amount in accordance with this Section 11(b)(i)), and (ii) the aggregate liability of the Common Stock Selling Shareholders for breaches of representations and warranties (other than those set forth in Sections 3(a)(v) and (vi), 4(d) and (j) and 5(d) and (j) which shall not be so limited) shall in no event exceed the amounts contained in the escrow account established by the Escrow Agreement which shall be the exclusive source of funds for the payment of claims relating to such representations and warranties and (iii) except as set forth in Section 10(a)(xxvii), the exclusive source of funds for the payment of claims relating to title to owned and leased real property of MEI, Xxxxxx Brothers or Circle Investments shall be any title insurance policies issued to Buyer, MEI and/or PPC at the Closing with respect to such properties, provided further, however, that such Selling Shareholders shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, relating to or arising out ofof (x) any matter disclosed in the Schedules to this Agreement, relating to, or caused by the (y) any matter related to a breach (or alleged breach) of any a representation or warranty of Seller contained in Sections 3(f4(p) through or 5(p) of which executive officers of Buyer had actual knowledge prior to the Closing and (iz) any item or matter to the extent that the Adverse Consequences resulting therefrom do not exceed the amounts specifically shown or reserved for such item or matter in MEI's most recent audited financial statements or PPC's most recent unaudited financial statements (including the notes thereto) and (k) through (y) above (i) until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an $75,000 aggregate threshold (at which point Seller and Parent will be obligated to indemnify Buyer from and against all such Adverse Consequences relating back to reflected on the first dollar) and (ii) in excess of a dollar amount equal to the Purchase Price (the "Indemnity Limit") and Buyer shall have actually recovered from Seller and Parent an amount equal to the Indemnity LimitFinal Balance Sheet.

Indemnification Provisions for Benefit of Buyer. (ia) In the event Seller If Dxxx breaches any of its representations, warranties warranties, and covenants contained in this Agreement andAgreement, and if there is an applicable survival period pursuant to Section 6(a) §8.1 above, provided that Buyer makes a written claim for indemnification against Seller Dxxx pursuant to §10.7 below within such survival period, then Seller and Parent jointly and severally agree to Dxxx shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer 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 (or the alleged breach), ; provided, however, that Seller and Parent shall not have any (i) Dxxx has no 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 (or alleged breach) of any representation or warranty of Seller contained in Sections 3(f) through (i) and (k) through (y) above (i) Dxxx until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an a $75,000 50,000 aggregate threshold deductible (at after which point Seller and Parent Dxxx will be obligated only to indemnify Buyer from and against all further such Adverse Consequences relating back to the first dollarConsequences) and (ii) there will be a ceiling in excess the amount of a dollar amount equal to the Purchase Price (on the "Indemnity Limit") obligation of Dxxx to indemnify Buyer from and Buyer shall have actually recovered from Seller against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the representations and Parent an amount equal to the Indemnity Limitwarranties of Dxxx.

Indemnification Provisions for Benefit of Buyer. (ia) In the event Seller If Xxxx breaches any of its representations, warranties warranties, and covenants contained in this Agreement andAgreement, and if there is an applicable survival period pursuant to Section 6(a) (S)8.1 above, provided that Buyer makes a written claim for indemnification against Seller Xxxx pursuant to (S)10.7 below within such survival period, then Seller and Parent jointly and severally agree to Xxxx shall indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer 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 (or the alleged breach), ; provided, however, that Seller and Parent shall not have any (i) Xxxx has no 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 (or alleged breach) of any representation or warranty of Seller contained in Sections 3(f) through (i) and (k) through (y) above (i) Xxxx until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an a $75,000 100,000 aggregate threshold deductible (at after which point Seller and Parent Xxxx will be obligated only to indemnify Buyer from and against all further such Adverse Consequences relating back to the first dollarConsequences) and (ii) there will be a ceiling in excess the amount of a dollar amount equal to the Purchase Price (on the "Indemnity Limit") obligation of Xxxx to indemnify Buyer from and Buyer shall have actually recovered from Seller against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the representations and Parent an amount equal to the Indemnity Limitwarranties of Xxxx.

Indemnification Provisions for Benefit of Buyer. (ia) In the event Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its representations, warranties and covenants contained in this Agreement herein, and, if there is an applicable survival period pursuant to Section 6(a) 8.01 above, provided that Buyer makes a written claim for indemnification against Seller within such survival period, then Seller and Parent jointly and severally agree agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer 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 (or the alleged breach), ; provided, however, that Seller and Parent shall not have any no 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 (or alleged breach) of any representation or warranty of Seller contained in Sections 3(f) through (i) and (k) through (y) above (i) until Buyer has has, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an a $75,000 50,000 aggregate threshold (at which point Seller and Parent will be obligated to indemnify Buyer from and against all such Adverse Consequences relating back to the first dollar) ), and (ii) in excess of a dollar amount equal to provided further that Seller's maximum liability hereunder shall not exceed the Purchase Price (the "Indemnity LimitMaximum Liability") and Buyer shall have actually recovered from Seller and Parent an amount equal ). Notwithstanding anything herein to the Indemnity Limitcontrary, the $50,000 and the Maximum Liability limitations shall not apply to any Adverse Consequences resulting from breaches of the representations and warranties contained in Sections 3.10 hereof.

Indemnification Provisions for Benefit of Buyer. If the Company (iincluding, without limitation, PCA) In violates, misrepresents or breaches (or in the event Seller breaches any third party alleges facts that would represent a Company violation, misrepresentation or breach) any of its representations, warranties warranties, and covenants contained in this Agreement and, herein and if there is an applicable survival period pursuant to Section 6(a) above, provided that Buyer makes a written claim for indemnification against Seller with respect thereto within such survival periodthe Survival Period, then Seller and Parent jointly and severally agree to the Stockholders shall indemnify Buyer from and against any and all out-of-pocket losses, costs, payments, demands, penalties, forfeitures, expenses, liabilities, judgments, deficiencies or damages, and diminution in value or claims (including actual costs of investigation and reasonable attorneys’ fees and other costs and expenses) (all of the entirety foregoing collectively, “Adverse Consequences”) up to 10% of any Adverse Consequences the Closing Payment that Buyer has suffered or may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer or the Company may suffer after the end of any applicable survival periodthe Survival Period) resulting from, arising out of, relating to, or caused by in the breach (or the alleged breach), provided, however, that Seller and Parent shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out nature of, relating to, or caused by such violation, misrepresentation or breach. Any liability incurred by the breach (or alleged breach) Stockholders pursuant to the terms of this Article XI shall be paid solely by the return for cancellation of the Escrow Securities in accordance with Section 11.6 hereof. The foregoing shall be the sole remedy of Buyer in respect of any representation or warranty claims for indemnification by Buyer with respect to misrepresentations of Seller contained the Company, but shall not limit any remedies Buyer may have in Sections 3(f) through (i) and (k) through (y) above (i) until Buyer has suffered Adverse Consequences by reason the case of all such breaches (or alleged breaches) in excess of an $75,000 aggregate threshold (at which point Seller and Parent will be obligated to indemnify Buyer from and against all such Adverse Consequences fraud. All determinations relating back to the first dollar) and (ii) submission of claims for the benefit of Buyer hereunder shall be determined, in excess good faith, solely by the nominees of a dollar amount equal Buyer to the Purchase Price (Board of Directors or by the "Indemnity Limit") and Buyer shall have actually recovered from Seller and Parent an amount equal Buyer’s Representative. The foregoing provisions are subject to the Indemnity Limitlimitations set forth in Section 11.8.