Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. From and after the completion of the Closing, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liability.

Indemnification by the Stockholders. From Subject to the limitations set forth in this Article 9, from and after the completion Effective Time, (a) the Stockholder Participants, severally but not jointly, in accordance with each Stockholder Participant’s Indemnification Share as of the Closingtime indemnification is sought, subject agree by delivery of a duly executed Letter of Transmittal to indemnify the termsBuyer Indemnified Persons against, conditions and limitations set forth herein, to hold each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is extent actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid suffered or incurred by the Stockholders Buyer Indemnified Persons and arising out of (i) any breach of the Fundamental Representations or (ii) any Appraisal Payment, and (b) each Stockholder Participant, individually, with respect to the representations, warranties, covenants and agreements in or pursuant to his, her or its own Letter of Transmittal only, agrees to indemnify the Buyer Indemnified Persons against, and to hold each of them harmless from any and all Damages to the extent actually suffered or incurred by the Buyer Indemnified Persons and arising out of any of themsuch Stockholder Participant’s own Letter of Transmittal Breaches; provided that in no event shall (A) any Stockholder Participant be required to make any payment pursuant to this Section 9.03 in enforcing respect of any breach of the foregoing limitation on liabilityFundamental Representations unless all of the funds in the Indemnity Escrow Account have been released (it being understood and agreed that the Buyer Indemnified Persons shall have the option, in their discretion, to seek payment pursuant to this Section 9.03 in respect of Appraisal Payments or Letter of Transmittal Breaches directly from the Holders or from the Indemnity Escrow Account, without regard to whether all of the funds in the Indemnity Escrow Account have been released) or (B) any Stockholder Participant be directly liable for Damages pursuant to this Section 9.03 in excess of such Stockholder Participant’s Indemnification Share or the aggregate amount of Per Share Merger Consideration actually received by such Stockholder Participant to date.

Indemnification by the Stockholders. From Subject to the limitations and after procedures set forth in this Section 14 and in Section 15.3, each Stockholder, severally to the completion extent of such Stockholder's percentage ownership of BBH as of the Closing, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately Closing Date as set forth below in the Equity Percentage Letter (except or in accordance with respect to breaches of Schedule 1 hereto if the representations and warranties contained in Section 3.2Equity Percentage Letter is not delivered), for which the Stockholders severally (and not jointly), shall indemnify and hold harmless Citadel and its stockholders, officers, directors and employees from and against all losses, claims, demands, damages, liabilities, obligations, costs and/or expenses, including without limitation reasonable fees and disbursements of counsel (hereinafter referred to collectively as "Damages"), agrees which are sustained or incurred by Citadel, to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all extent that such Damages which may be asserted against, imposed upon are sustained or sustained by a Purchaser Indemnitee incurred by reason of or arising out of (a) the breach, default, inaccuracy or failure breach of any of the warrantiesobligations or covenants of BBH or such Stockholder in this Agreement, representations, covenants or agreements (b) the breach of any of the Company representations or the Stockholders contained warranties made by BBH or such Stockholder in this Agreement Agreement, (c) any inaccuracy in the Closing Certificate or any other document delivered by BBH or such Stockholder at the Closing pursuant to this Agreement, (d) the matters set forth in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; Section 3.22 of Company's Disclosure Schedule, net of (i) the representations insurance proceeds actually received by Citadel and warranties in Section 3.2 are made (ii) amounts actually received by each Stockholder only Citadel from escrow, with respect to himself and not any other Stockholder; such matters, or (iie) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as item no. 3 set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any in Section 3.25 of them) in enforcing the foregoing limitation on liability.Company's Disclosure

Indemnification by the Stockholders. From Subject to Section 4.2(c), Kaufxxx xxx Kumura shall, jointly and severally (except as provided in the final sentence of Section 4.2(c)), indemnify, defend and hold Superior, Holdings and their respective officers, directors, shareholders, employees and agents (the "SUPERIOR INDEMNITEES") harmless from and against the entirety of any Adverse Consequences the Superior Indemnitees may suffer, sustain or become subject to, through and after the completion date of the Closingclaim for indemnification, subject to including any Adverse Consequences the termsSuperior Indemnitees may suffer after the end of any applicable Survival Period, conditions and limitations set forth hereinresulting from, each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of of, relating to, in the breachnature of, default, or caused by: (i) any breach or inaccuracy or failure of any of the warrantiesSpecial Representations, any Indemnified Liability for Taxes or any disallowance or reduction of the NOL below the Available Amount; (ii) any breach or inaccuracy of any of the Three-Year Representations; (iii) any nonfulfillment or breach of any covenant or agreement on the part of the Stockholders set forth in this Agreement; (iv) any claim by any Person asserting any ownership interest in or rights to acquire any capital stock of the Company, to the extent such ownership interest or rights are not set forth on Section 3.2(d) of the Company Disclosure Schedule; (v) any of the Indemnified Liabilities (other than Indemnified Liabilities for Taxes); and (vi) subject to Section 4.2(f), the costs and expense of defending any action, demand or claim by any third-party against or affecting the Superior Indemnitees which, if true or successful, would give rise to a breach of representations, warranties or covenants or agreements of the Company or the Stockholders contained in Stockholders, even if such action, demand or claim ultimately proves to be untrue or unfounded. All Adverse Consequences for which the Superior Indemnitees are entitled to seek indemnification under this Agreement are referred to herein as "SUPERIOR INDEMNIFIABLE LOSSES." The parties acknowledge and agree that if any breach or inaccuracy of any representation or warranty or any nonfulfillment or breach of any covenant results in any certificate an Indemnified Liability, which is discharged, reimbursed or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made indemnified by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no other liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummatedto Superior for such breach, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid inaccuracy or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liabilitynonfulfillment.

Indemnification by the Stockholders. From and after the completion of the Closing, subject to the terms, conditions and limitations set forth herein, each of the The Stockholders, proportionately as set forth below (except jointly and severally, hereby covenant and agree with respect to breaches of AdStar and Newco that they shall reimburse and indemnify AdStar and the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (Surviving Corporation and their respective officers successors and directors) of Purchaser assigns (which shall specifically include the Company) (each a individually an "Purchaser IndemniteeIndemnified Party") against and hold them harmless from from, against and in respect of any and all Damages which may be asserted againstcosts, imposed upon or sustained losses, claims, liabilities, fines, penalties, damages and expenses (including reasonable fees and disbursements of counsel) incurred by a Purchaser Indemnitee by reason any of or them due to, arising out of the breachof, defaultor in connection with, inaccuracy or failure a material breach of any of the representations, warranties, representations, covenants or agreements of the Company or made by the Stockholders contained (either individually or jointly and severally with Edgil) in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in ("Losses"); provided, however, that notwithsxxxxxng the provisions of this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only 10.01 with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations a breach of the Stockholders, the liability provisions of the Stockholders shall be proportionate (i.e.Section 6.06 hereof, each Stockholder shall only be liable for one-such Stockholder's breach of such provisions and shall not be jointly and severally liable for any other Stockholder's breach of such provision. To the extent that the Stockholders provide indemnification hereunder from claims that include rights by Edgil against third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereofparties, the Stockholders shall have no liability be subrogated to xxx xights of any sort under this Agreement unless and until the Closing under this Agreement is actually consummatedEdgil as against such third parties. For example, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by if the Stockholders xxxxmnify AdStar for a failure by Edgil, prior to the Closing, to withhold sales taxes (or any of them) if and to the exxxxx that such indemnification may be available under Section 4.11 hereof), in enforcing connection with sales made to past customers who were obligated to pay such taxes, then the foregoing limitation on liabilityStockholders automatically would be subrogated to Edgil's rights to collect such taxes from such past customers).

Indemnification by the Stockholders. From and after the completion of the Closing, subject Subject to the termsother terms of this Section 6.2, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders will, severally (and but not jointly), defend, indemnify and hold harmless the Buyer and its Representatives (collectively, the “Buyer Indemnified Parties”), agrees to indemnify Purchaser from and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from in respect of any and all Damages which may be asserted againstlosses, imposed liabilities, obligations, claims, actions, damages, judgments, penalties, fines, settlements and expenses, including reasonable attorneys’ fees (collectively, “Losses”), incurred by any of the Buyer Indemnified Parties arising out of, based upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, related to (i) any inaccuracy or failure breach of any of the warranties, representations, covenants representations or agreements warranties made by any of the Company or the Stockholders contained in this Agreement, (ii) any breach of or failure to comply with any covenant or agreement made by any of the Company or the Stockholders in this Agreement, (iii) any Company Taxes for any Tax period (or portion thereof) ending on or prior to the Closing Date, excluding 50% of any Transfer Taxes incurred in connection with this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the StockholdersContemplated Transactions, the liability or (iv) third-party demands, threats, allegations, claims, proceedings or actions against any of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from or the Company. Losses in connection with the foregoing subsection 6.2(a)(iv) shall include all costs and expenses, pursuant to Section 12.2 hereofincluding, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummatedwithout limitation, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any all out-of-pocket expenses and all reasonable legal and other costs and expenses paid or attorneys’ fees incurred by the Buyer. Such Losses shall be owed and payable by the Stockholders (or as and when incurred by the Buyer, and the Buyer shall have the right to set-off such Losses against any amounts owed by the Buyer to the Stockholders hereunder on a dollar-for-dollar basis and in an amount equal to the aggregate dollar value of them) in enforcing the foregoing limitation on liabilitysuch Losses. “Transfer Taxes” shall mean any transfer, documentary, sales, use, stamp, registration and other substantially similar Taxes and fees.

Indemnification by the Stockholders. From and after the completion of After the Closing, subject to the termsterms and conditions of this Section 8, conditions the Company Indemnifying Parties, severally and limitations set forth hereinnot jointly, each on a Pro-Rata basis, solely by reduction of the Stockholders, proportionately Anniversary Merger Consideration as set forth below in Section 1.6(b), will indemnify and hold harmless Parent from and against, whether or not involving a third party claim, all Losses incurred by Parent, directly or indirectly, relating to or arising from (except a) any breach or inaccuracy of any representation or warranty of the Company in Section 2 of this Agreement, (b) any Tax set forth in Section 5.4(f), or (c) any payments required to be made to any stockholder of the Company with respect to breaches such stockholder’s appraisal rights under the DGCL (“Appraisal Rights Payments”) solely to the extent such payments are in excess of the Merger Consideration that such stockholder would otherwise have received and all reasonable costs and expenses incurred by the Surviving Corporation or Parent in connection with any Legal Proceedings or settlements in connection therewith, provided, however, that if Parent settles any such Legal Proceedings without the Stockholders’ Representative’s consent, then the cost of such settlement shall not be recoverable under this Section 8. Notwithstanding any provision herein to the contrary, Parent shall not be entitled to indemnification with respect to any Losses arising directly or indirectly from any post-Closing (i) acts or omissions by Parent or the Surviving Corporation which result in a change of facts or circumstances from the facts and circumstances underlying the Company’s representations and warranties contained in Section 3.22 hereof, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained in this Agreement or in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contrary; (i) the when such representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholderwere made; or (ii) as changes in Legal Requirements. Under no circumstances shall Parent be entitled to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible indemnified hereunder for any and all reasonable legal and other costs and expenses paid punitive, exemplary or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liabilityconsequential damages.

Indemnification by the Stockholders. From and after (a) Following the completion of Effective Time, the ClosingStockholders agree, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below (except i) with respect to breaches of the representations and warranties contained set forth in Section 3.2Article V, for which the Stockholders severally (and but not jointly), and (ii) with respect to the representations and warranties set forth in Article VI, jointly and severally, to indemnify Acquiror, and each of Acquiror's respective officers, directors, employees, agents and representatives (collectively, the "Acquiror Indemnitees"), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against against, and hold them such Acquiror Indemnitees harmless from any and all Damages which may be asserted againstclaims, imposed upon or sustained by a Purchaser Indemnitee by reason obligations, losses, damages, costs, expenses (including without limitation, reasonable attorneys' fees and expenses) and other liabilities of or Acquiror (collectively, the "Losses") arising out of the breach, default, inaccuracy or failure breach of any of the warrantiesrepresentation, representationswarranty, covenants covenant or agreements agreement of the Company or the Stockholders contained in this Agreement herein, whether or in any certificate or instrument required to be delivered pursuant heretonot such Losses arise as a result of third party claims asserted against the Company. Notwithstanding anything contained in this Agreement the foregoing, the Stockholders shall not be liable to the contrary; Acquiror Indemnitees under this Section 7.5(a) until the aggregate of all such Losses exceeds One Million Dollars (i$1,000,000) (the representations and warranties "Stockholders's Threshold Amount"), in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of which case the Stockholders shall be proportionate required to indemnify the Acquiror Indemnitees for the full amount of such Losses, including the Stockholders's Threshold Amount. Notwithstanding the foregoing, no claim for indemnification under this Section 7.5(a) may be made after the Escrow Period. (i.e.b) Each of the Acquiror Indemnitees agrees to give the Stockholders prompt written notice of any claim, each Stockholder assertion, event or proceeding by or in respect of a third party of which it has knowledge concerning any Loss as to which it may request indemnification hereunder with respect to any such third party claim. The Stockholders shall only be liable for one-third (1/3rd) thereof); and (iii) subject to have the right to direct, through counsel of their own choosing, the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, defense or settlement of any such third party claim or proceeding (provided that the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liability.first acknowledged its

Indemnification by the Stockholders. From In the event that the Closing occurs and after the completion of the ClosingMerger is consummated and becomes effective, and subject to the terms, conditions and limitations expressly set forth hereinin Section 9.5 hereof, each Series G Holder will severally (based on such Series G Holder's Pro Rata Share), and not jointly, indemnify, defend and hold harmless the Purchaser, each of the StockholdersPurchaser's Affiliates, proportionately as set forth below the Surviving Corporation and each of their respective directors, officers, employees, agents, consultants, attorneys, advisors and representatives (except with respect collectively, the "Purchaser Indemnified Parties") from and against any and all Losses incurred or suffered by the Purchaser Indemnified Parties directly or indirectly arising out of, relating to breaches or resulting from any of the following: any inaccuracy in or breach of any representation or warranty of the Company contained in this Agreement, other than the representations and warranties referred to in subsection (b) hereof; any inaccuracy in or breach of the representations and warranties set forth in Sections 3.1(a) (Corporate Matters - The Company), 3.2 (Authority and Enforceability); 3.4 (Capitalization and Ownership), Section 3.15 (Tax Matters) and Sections 3.16(d) and (f) (Employee Benefit Matters) (collectively, the "Special Representations"); the nonfulfillment, nonperformance or other breach of any covenant or agreement of the Company contained in this Agreement, including without limitation Sections 2.2(a) and 2.2(b) hereto; any error or understatement of any liabilities or amounts payable that were used to compute the Net Merger Consideration, including without limitation any claim or claims for payment (whether asserted by a Person who is a Stockholder or other security holder of the Company or any other Person) under the Management Liquidation Pool which is or are inconsistent or in conflict with the Management Liquidation Pool Allocation Schedule and any claim or claims for payment under the Special Employee Bonus Pool which is or are inconsistent or in conflict with the terms set forth in Section 3.23.9 of the Company Disclosure Schedule; any inaccuracy in the Closing Adjustment Certificate or the Final Merger Consideration Allocation Schedule, including without limitation any claim or claims for payment which is or are inconsistent or in conflict with the Stockholders severally Final Merger Consideration Allocation Schedule; any assertion or recovery by any Stockholder of the fair value, interest, and expenses or other amounts pursuant to dissenters' rights exercised or purportedly exercised pursuant to the DGCL, the CGCL or any other Law (and it being understood that any such Losses will not jointly)), agrees include the Pro Rata Share of the Net Merger Consideration such asserting or recovering Stockholder would have received pursuant to indemnify Purchaser and its Affiliates (and their respective officers and directorsSection 2.1(b) of this Agreement in the Merger in respect of the shares of Company Capital Stock of such Stockholder with respect to which such dissenters' rights were exercised or purportedly exercised); any payments made by the Purchaser (which in satisfaction of its obligations under Section 5.12 hereto; any claim or claims by or on behalf of any Continuing Employee in connection with such Continuing Employee's Waiver and Release Agreement and/or Option Termination Documentation. Materiality standards or qualifications in any representation, warranty or covenant shall specifically include the Company) (each only be taken into account in determining whether a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason breach of or arising out default in connection with such representation, warranty or covenant (or failure of any representation or warranty to be true and correct) exists, and shall not be taken into account in determining the amount of any Losses with respect to such breach, default or failure to be true and correct. Notwithstanding anything herein to the contrary, the parties hereto agree and acknowledge that any Purchaser Indemnified Party may bring an Indemnification Claim for any Losses under this Article 9 notwithstanding the fact that such Purchaser Indemnified Party had knowledge of the breach, default, inaccuracy event or failure of any of the warranties, representations, covenants or agreements of the Company or the Stockholders contained in this Agreement or in any certificate or instrument required circumstance giving rise to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement such Losses prior to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not Closing or waived any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject condition to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liabilityrelated thereto.

Indemnification by the Stockholders. From and after the completion of the Closing, subject Subject to the terms, conditions and limitations set forth herein, each of the StockholdersStockholders shall, proportionately as set forth below jointly and severally (except with respect to breaches of the representations and warranties contained in Section 3.2Article III hereof, for with respect to which the Stockholders severally (Stockholders’ obligations shall be several and not jointly)joint), agrees to indemnify and defend the Purchaser and its Affiliates (including, after the Closing, the Company) and their respective officers stockholders, members, managers, officers, directors, employees, agents, representatives, successors and directorsassigns (the “Purchaser Indemnitees”) of Purchaser (which against, and shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from from, any and all Damages which may be asserted againstlosses, imposed upon damages, claims, charges, Liabilities, Actions, interest, penalties, Taxes, diminutions in value, costs and expenses, including legal, consultant, accounting and other professional fees, and fees and costs incurred in enforcing rights under this Agreement (collectively, “Losses”) resulting from, arising out of, or sustained incurred by a any Purchaser Indemnitee by reason of in connection with, or arising out of the breach, default, otherwise with respect to: (a) any inaccuracy or failure breach of any representation or warranty made by the Stockholders in this Agreement, any of the warranties, representations, covenants Ancillary Agreements or agreements of any certificate or other document furnished or to be furnished to Purchaser in connection with the Company or transactions contemplated by this Agreement; (b) any breach by the Stockholders of any covenant or agreement contained in this Agreement or in any certificate of the Ancillary Agreements; (c) any Tax imposed on or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement relating to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only Company with respect to himself and not any other StockholderPre-Closing Period (except to the extent that the Stockholders have already made payments in respect of such Tax pursuant to Section 6.10(a)); (iid) any Liabilities of the Company for the Taxes of another Person as a transferee or successor, by Contract, or otherwise, where the Company became a transferee or successor, entered into such Contract or the connection giving rise to other indemnification obligations such Liabilities arose prior to the Closing; and (e) any Liability of the Stockholders, the liability of the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from the Company, pursuant to Section 12.2 hereof, the Stockholders shall have no liability of any sort under this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liability.

Indemnification by the Stockholders. From and after the completion Each of the Closing, subject to the terms, conditions Stockholders shall jointly and limitations set forth herein, severally indemnify and hold harmless Veeco and each of its respective agents, representatives, employees, officers, directors, stockholders, controlling persons and Affiliates (collectively, the Stockholders"VEECO INDEMNITEES"), proportionately as set forth below and shall reimburse the Veeco Indemnitees for, any loss, liability, claim, damage, expense (except including, but not limited to, costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "DAMAGES") arising from or in connection with respect to breaches (a) any inaccuracy in any of the representations and warranties contained in Section 3.2, for which the Stockholders severally (and not jointly)), agrees to indemnify Purchaser and its Affiliates (and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants Stockholder or agreements of the Company or the Stockholders contained in this Merger Agreement or in any certificate or instrument other document required to be delivered by any Stockholder or the Company pursuant hereto. Notwithstanding anything contained to this Merger Agreement or referred to in this Merger Agreement or in any such other certificate or document, (b) any failure of any Stockholder or the Company to the contrary; perform or comply with any agreement to be performed or complied with by it in this Merger Agreement, (ic) the representations and warranties any claim by any Person for brokerage or finder's fees or similar payments in Section 3.2 are made by each Stockholder only connection with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholderstransactions contemplated hereunder as the result of brokers, the liability of the Stockholders shall be proportionate (i.e., each finders or investment bankers retained by any Stockholder shall only be liable for one-third (1/3rd) thereof); and (iii) subject to the right of the Purchaser to recover fees from or the Company, pursuant to Section 12.2 hereof(d) any claim by any direct or indirect holder or former holder of capital stock or warrants or other securities of the Company, or (e) Veeco's enforcement of the indemnification provisions contained herein. Notwithstanding the foregoing, the Company and the indemnifying Stockholders shall have no liability to Veeco under clause (a) or (b) of any sort under this Agreement unless and Section 8.02 until the Closing aggregate amount of all Damages under such clauses exceeds $500,000 and then only for all such Damages in excess of such amount. Notwithstanding the foregoing, the maximum liability of the Stockholders pursuant to this Agreement is actually consummated, Section 8.02 shall not exceed in the aggregate the product of 563,372 Veeco Shares multiplied by the average of the closing bid prices on NASDAQ for one (which post Closing liabilities shall be limited as 1) Veeco Share for the twenty (20) most recent days that Veeco Shares have traded ending on the trading day immediately prior to the Effective Time; provided that the limitations set forth herein). The Purchaser in this Section 8.02 shall be responsible for not apply to any and all reasonable legal and other costs and expenses paid or incurred by Stockholder to the Stockholders (or any extent of them) in enforcing Damages arising from fraud on the foregoing limitation on liabilitypart of such Stockholder.

Indemnification by the Stockholders. From and after the completion of the ClosingExcept as provided in ----------------------------------- Section 8.6, subject to the terms, conditions and limitations set forth herein, each of the Stockholders, proportionately as set forth below (except with respect to breaches of the representations and warranties contained in Section 3.2, for which the Stockholders agree to jointly and severally (indemnify and not jointly))hold ----------- harmless Iconixx and the Company and each officer, agrees to indemnify Purchaser director, and its Affiliates (Affiliate of Iconixx and their respective officers and directors) of Purchaser (which shall specifically include the Company) (each a "Purchaser Indemnitee") against and hold them harmless from , including without limitation any and all Damages which may be asserted against, imposed upon or sustained by a Purchaser Indemnitee by reason of or arising out of the breach, default, inaccuracy or failure of any of the warranties, representations, covenants or agreements successor of the Company or Iconixx or any of Iconixx's lenders as provided in Section 10.5 hereof (collectively, the ------------ "Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including court costs and reasonable attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, the "Indemnifiable Costs"), which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by the Stockholders contained in or the Company of or under any of the representations, covenants, agreements or other provisions of this Agreement or any agreement or document executed in any certificate or instrument required to be delivered pursuant hereto. Notwithstanding anything contained in this Agreement to the contraryconnection herewith; (i) the representations and warranties in Section 3.2 are made by each Stockholder only provided, however, that Indemnifiable Costs for covenants with respect to himself the Company shall be with respect to pre-Closing periods only; (B) any downward Net Working Capital Adjustment not paid to the Company pursuant to a reduction of the Escrow Sum; (C) cost of any brokerage or other transaction fees liability, if any, borne by the Company and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of by the Stockholders shall be proportionate (i.e., each Stockholder shall only be liable for one-third (1/3rd) thereof)except as provided in Section 10.4 hereof; and (iiiD) subject any customer claims involving pre- Closing services ------------ or products of the Company for breach of warranty, product liability or customer service remediation, including claims for consequential damages, to the right extent not reserved for in the Company's Financial Statements, but only to the extent such customer claims are a result of the Purchaser to recover fees from the Company's gross negligence, pursuant to Section 12.2 hereof, the Stockholders shall have no willful misconduct or fraud. The liability of any sort under individual Stockholder pursuant to this Agreement unless and until the Closing under this Agreement is actually consummated, (which post Closing liabilities Section 8.1 shall be limited limited, for each claim or claims, to the amount of ----------- such claim multiplied by a fraction the numerator of which shall be the consideration received by such Stockholder as set forth herein). The Purchaser on Exhibit B attached --------- hereto and the denominator shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred by the Stockholders (or any of them) in enforcing the foregoing limitation on liability$13,750,000.

Indemnification by the Stockholders. From Subject to Section 5.5(c), and after the completion of the Closing, subject to the terms, conditions and limitations set forth hereinSuperior's duty under applicable law to mitigate damages, each of the StockholdersStockholders shall severally (in accordance with their respective Pro Rata Percentages) indemnify, proportionately as set forth below defend and hold Superior and the Surviving Corporation, and each of their directors, officers, employees and agents (except with respect to breaches collectively, the "ACQUIRING PARTIES") harmless, from and against the entirety of any Adverse Consequences any of the Acquiring Parties may suffer, sustain or become subject to, through and after the date of the claim for indemnification, including any Adverse Consequences any of the Acquiring 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: (i) any breach or inaccuracy of any representation or warranty of the Stockholders or the Company in this Agreement or in the 42 47 schedules or certificates delivered by them in connection herewith (other than the representations and warranties contained set forth in Section 3.2, for which 3.1 of this Agreement (the Stockholders severally (and not jointly"STOCKHOLDER INDIVIDUAL REPRESENTATIONS")), agrees (ii) any nonfulfillment or breach of any covenant or agreement on the part of the Stockholders or the Company set forth in this Agreement, (iii) without limiting the generality of the foregoing, any claim by any Person asserting any ownership interest in or rights to indemnify Purchaser and its Affiliates (and their respective officers and directorsacquire any capital stock of the Company, to the extent such ownership interest or rights are not set forth on Section 3.2(d) of Purchaser the Chi Disclosure Schedule, (which shall specifically include iv) without limiting the generality of Section 5.5(b)(i) and regardless of whether the matter is disclosed on the Chi Disclosure Schedule, any Tax Liabilities arising out of the operation of the business of the Company prior to the Effective Time, to the extent not accrued on the Latest Balance Sheet or to the extent not attributable to the operations of the Company in the Ordinary Course of Business from the date of the Latest Balance Sheet through the Effective Date and not accrued in accordance with GAAP on the Company's books, evidence of which has been provided to Superior in form and substance reasonably acceptable to Superior, (v) (each a "Purchaser Indemnitee") against and hold them harmless from without limiting the generality of Section 5.5(b)(i), any and all Damages which may be asserted againstLiability payable to any employee of the Company arising out of such employee's employment with the Company prior to his or her termination, imposed upon or sustained by a Purchaser Indemnitee by reason any Liability existing under any Plan of the Company prior to the termination of such Plan or arising out of such Plan as a result of the breachtermination of such employee by the Company in connection with the transactions contemplated hereby, defaultor any Liability to such employee under any existing agreement or understanding between the Company or any Principal Shareholder and such employee, inaccuracy in each case to the extent such Liabilities are not (A) accrued on the Latest Balance Sheet or failure (B) remuneration (i.e. compensation, accrued vacation time and other benefits) accrued by the Company in the Ordinary Course of Business from the date of the Latest Balance Sheet through the Effective Date and accrued in accordance with GAAP on the Company's books, in form and substance reasonably acceptable to Superior, or (C) amounts, if any, constituting severance, deferred compensation or similar payments under the settlement agreement described in Section 4.2(r) or (D) Superior Common issued in cancellation of the Company Equity Rights, or (vi) the costs and expense of defending any action, demand or claim by any third-party against or affecting any of the Acquiring Parties which, if true or successful, would give rise to a breach of any of the warranties, representations, warranties or covenants or agreements of the Company or the Stockholders contained in this Agreement Stockholders, even if such action, demand or in any certificate or instrument required claim ultimately proves to be delivered pursuant heretountrue or unfounded. Notwithstanding anything contained in this Agreement Subject to the contrary; (i) the representations and warranties in Section 3.2 are made by each Stockholder only with respect to himself and not any other Stockholder; (ii) as to other indemnification obligations of the Stockholders, the liability of the Stockholders shall be proportionate (i.e.5.5(c), each Stockholder shall only be liable for one-third shall, severally (1/3rdin accordance with their respective Pro Rata Percentages) thereof); and (iii) subject to not jointly, indemnify, defend and hold the right Acquiring Parties harmless, from and against the entirety of any Adverse Consequences any of the Purchaser to recover fees from Acquiring Parties may suffer, sustain or become subject to, through and after the Companydate of the claim for indemnification, pursuant to Section 12.2 hereof, including any Adverse Consequences any of the Stockholders shall have no liability Acquiring Parties may suffer after the end of any sort applicable Survival Period, resulting from, arising out of, relating to, in the nature of, or caused by any breach or inaccuracy of any of the Stockholder Individual Representations made by such Stockholder or any covenants made by such Stockholder in this Agreement. All Adverse Consequences for which the Acquiring Parties are entitled to seek indemnification under this Agreement unless and until are referred to herein as "SUPERIOR INDEMNIFIABLE LOSSES." To the Closing under this Agreement is actually consummatedextent a Stockholder holds sufficient Superior Common, (which post Closing liabilities such Stockholder's obligation to indemnify the Acquiring Parties shall be limited as set forth herein). The Purchaser shall be responsible for any and all reasonable legal and other costs and expenses paid or incurred satisfied by such Stockholder transferring to the Stockholders (or any of them) in enforcing the foregoing limitation on liability.Acquiring Parties