Common use of Indemnification Provisions for Benefit of the Seller Clause in Contracts

Indemnification Provisions for Benefit of the Seller. Subject to the limitations set forth in Section 8.1 above, the Purchaser agrees to indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") from and against all Losses arising out of or resulting from (a) any breach of any representation or warranty of the Purchaser contained in this Agreement or (b) the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement); provided, however, that for purposes of the indemnification provided under clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which the Purchaser Deductible shall not apply), the Purchaser shall have no obligation to indemnify the Seller Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes of the indemnification provided in clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser Deductible.

Indemnification Provisions for Benefit of the Seller. Subject In the event the Buyer breaches any of its representations, warranties, and covenants contained in this Agreement, or any person asserts a claim against, or liability or obligation of the Seller (whether absolute, accrued, contingent or otherwise) relating to, or arising out of, the operation of the Business subsequent to the limitations set forth in Section 8.1 Closing Date, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to ss.9(g) below within the applicable survival period pursuant to ss.7(a) above, then the Purchaser Buyer agrees to indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates once the Seller has suffered Adverse Consequences by reason of all such breaches in excess of a Twenty-Five Thousand Dollar ($25,000) aggregate deductible (after which point the "Buyer will be obligated to indemnify the Seller Indemnitees") from and against all Losses further such Adverse Consequences), provided, however, that this limitation or "basket" shall not apply to any damages or claims arising out in connection with the fraud or willful misconduct of Buyer or resulting from thereafter (aB) any breach of any representation or warranty of the Purchaser contained in this Agreement or (b) the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement which, pursuant to the express terms extent the Adverse Consequences the Seller has suffered by reason of this Agreement, is not all such breaches exceeds a One Million Five Hundred Thousand Dollar ($1,500,000) aggregate ceiling (after which point the Buyer will have no obligation to survive indemnify the Seller from and is to expire or be terminated upon the Closing or termination of this Agreementagainst further such Adverse Consequences); provided, however, that for purposes of the indemnification provided under clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which the Purchaser Deductible aggregate ceiling on liability shall not apply)apply to any damages or claims arising in connection with any Assumed Liabilities or the fraud or willful misconduct of Buyer; provided further, the Purchaser that this aggregate ceiling on liability shall have no obligation to indemnify effect on the Seller Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount payment of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); providedNotes, further, that for purposes of the indemnification provided in clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties except as otherwise set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (ass.7(g) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser Deductiblehereof.

Indemnification Provisions for Benefit of the Seller. Subject In ---------------------------------------------------- the event the Buyer breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 7.01 above, provided that the Seller makes a written claim for indemnification within two months of becoming aware of such claim (containing, to the limitations set forth extent reasonably practicable at the time of notification, a detailed description of the facts on the basis of which the claim is based and a good faith estimate of the claim (provided, however, that no delay in providing such information shall relieve the Buyer from any obligation hereunder unless (and then solely to the extent) the Buyer thereby is prejudiced)) against the Buyer pursuant to Section 8.1 above8.03 below within such survival period, then the Purchaser agrees to Buyer shall indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") from and against all Losses the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of of, relating to, in the nature of, or resulting from (a) any breach of any representation or warranty of caused by the Purchaser contained in this Agreement or (b) the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement)breach; provided, however, that for purposes -------- ------- (i) the Seller's aggregate right to indemnification with respect to breaches of the indemnification provided under clause (a) any representations of this Section 8.3 (Buyer, other than the Buyer's Surviving Representations, shall be limited to the amount of U.S. $1,000,000 in respect of the breach or inaccuracy of Section 4.6aggregate, to which and (ii) the Purchaser Deductible Buyer shall not apply), the Purchaser shall have no obligation be obligated to indemnify the Seller Indemnitees until against the breach of any particular representation or warranty unless the Adverse Consequences of such timebreach (when aggregated with the Adverse Consequences of all related breaches) exceeds U.S. $10,000 (it being agreed that Buyer will then be obligated to indemnify against all Adverse Consequences, if any, as, not just the excess over U.S. $10,000 and only without giving effect to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes of the indemnification provided inclusion in clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such warranty of a materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser Deductiblequalification).

Indemnification Provisions for Benefit of the Seller. Subject In the event the Buyer breaches any of its representations, warranties and covenants contained herein, and provided that the particular representation, warranty or covenant survives the Closing and that the Seller make a written claim for indemnification against the Buyer pursuant to SECTION 10(g) below within the limitations set forth in Section 8.1 aboveapplicable survival period, then the Purchaser Buyer agrees to indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") from and against all Losses the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification, (including any Adverse Consequences the Seller 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; PROVIDED, HOWEVER, that the Buyer shall not have any obligation to indemnify the Seller from and against any Adverse Consequences resulting from (a) any from, arising out of, relating to or caused by the breach of any representation or warranty of the Purchaser Buyer contained in SECTION 3(b) if the Buyer has already paid any claims for indemnification pursuant to this Agreement or (bSECTION 8(c) the material breach or nonperformance of any covenant or agreement in excess of the Purchaser contained in this Agreement Purchase Price, as adjusted. In addition, Buyer shall indemnify Seller for (except an agreement whichA) all liability for Taxes of the Buyer and its subsidiaries, including Mercer, for all Post- Closing Tax Periods and for the portion of all Straddle Periods after the Closing Date, (B) all Section 338 Delta and (C) all liability for reasonable legal and accounting fees and expenses incurred with respect to any item indemnified pursuant to clauses (A) and (B) above. The indemnification obligation of Buyer set forth in the express terms previous sentence shall survive until the expiration of this Agreement, is not the applicable statute of limitations relating to survive and is to expire or be terminated upon the Closing or termination of this Agreement); provided, however, Taxes that for purposes are the subject of the indemnification provided under clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which the Purchaser Deductible shall not apply), the Purchaser shall have no obligation to indemnify the Seller Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes of the indemnification provided in clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser Deductibleobligation.

Indemnification Provisions for Benefit of the Seller. Subject to If either of ---------------------------------------------------- the limitations set forth in Section 8.1 aboveBuyer or Xxxxxx breaches (or if any third party alleges facts that, if true, would mean the Purchaser Buyer or Xxxxxx has breached) any of its representations, warranties, and covenants contained herein, and the Seller makes a written claim for indemnification against the Buyer within the survival period, then the Buyer agrees to defend, indemnify and hold harmless each of the Seller Seller, its Affiliates and its successors, permitted assigns, their directors, officers, officers and employees and Affiliates (the "Seller IndemniteesSELLER'S INDEMNIFIED GROUP") from and against all Losses the entirety of any Adverse Consequences that any of the Seller's Indemnified Group may suffer through and after the date of the claim for indemnification (including any Adverse Consequences that any of the Seller's Indemnified Group 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). Except as provided in (S)9.2.4.1 and (S)9.2.4.2, the Buyer agrees to defend, indemnify and hold each member of or resulting the Seller's Indemnified Group harmless from (a) any breach and against the entirety of any representation Adverse Consequences that any of Seller's Indemnified Group may suffer resulting from, arising out of, or warranty of relating to all VHL Claims made after the Purchaser contained in this Agreement or (b) the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement whichClosing, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement); provided, however, that for purposes of the indemnification provided under clause (a) of in no event shall "Adverse Consequences" as used in this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, sentence be deemed to which the Purchaser Deductible shall not apply), the Purchaser shall have no obligation to indemnify include amounts paid by the Seller Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes of the indemnification Buyer's Indemnified Group as provided in clause (a) of this Section 8.3 S)9.2.4.1 or (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser DeductibleS)9.2.4.2.

Indemnification Provisions for Benefit of the Seller. Subject (i) In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to the limitations set forth in Section 8.1 ss.8(a) above, provided that the Purchaser Seller makes a written claim for indemnification against the Buyer pursuant to ss.10(g) below within such survival period, then the Buyer agrees to indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") from and against all Losses the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that the Buyer shall not have any obligation to indemnify the Seller from and against any Adverse Consequences resulting from from, arising out of, relating to, in the nature of, or caused by the breach (aor alleged breach) any breach of any representation or warranty of the Purchaser contained Buyer until the Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in this Agreement or excess of a $25,000 aggregate threshold (b) at which point the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or Buyer will be terminated upon the Closing or termination of this Agreement); provided, however, that for purposes of the indemnification provided under clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which the Purchaser Deductible shall not apply), the Purchaser shall have no obligation obligated to indemnify the Seller Indemnitees until from and against all such time, if any, as, and only Adverse Consequences relating back to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"first dollar); provided, further, that for purposes of the indemnification provided in clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser Deductible.

Indemnification Provisions for Benefit of the Seller. Subject Except as provided in (i) below, if the Buyer breaches (or if any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained in this Agreement, and provided that the Seller makes a written claim for indemnification against the Buyer pursuant to Section 10(g) below within the limitations set forth survival period specifying in Section 8.1 abovereasonable detail the breach of the misrepresentation, warranty or covenant that has occurred and the Purchaser Adverse Consequences that have and will occur as a result thereof, then the Buyer agrees to indemnify the Seller Seller, its Affiliates, and each of its and its successors, permitted assigns, directorsAffiliates’ employees, officers, employees directors and Affiliates agents (the "each a “Seller Indemnitees"Indemnified Party”) from and against all Losses the entirety of any Adverse Consequences that any Seller Indemnified Party may suffer through and after the date of the claim for indemnification (including any Adverse Consequences that any Seller Indemnified Party may suffer after the end of the survival period) resulting from, arising out of of, relating to, in the nature of, or resulting from caused by the breach (a) any breach of any representation or warranty of the Purchaser contained alleged breach). In addition, notwithstanding the limitation in this Agreement or (b) the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement); provided, however, that for purposes of the indemnification provided under clause (ai) of this Section 8.3 8 below, the Buyer will indemnify, defend and hold harmless any Seller Indemnified Party, from and against any and all Adverse Consequences that any Seller Indemnified Party may suffer from or arising out of: (other than in respect i) any intentional misconduct or gross negligence on the part of the breach or inaccuracy of Section 4.6Buyer in performing any activity contemplated by this Agreement; and (ii) the Assumed Liabilities; except, to which the Purchaser Deductible shall not applyin each case (in (i) and (ii)), the Purchaser shall have no obligation to indemnify the Seller Indemnitees until such time, if any, as, and only to the extent that, caused by the aggregate amount gross negligence or intentional misconduct of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes of the indemnification provided in clause (a) of this Section 8.3 (other than in respect of the Seller or a breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify by the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations its representations, warranties or warranties covenants set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser DeductibleAgreement.

Indemnification Provisions for Benefit of the Seller. Subject In the event the Purchaser breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser has breached) any of its representations, warranties and covenants contained herein, and, if there is an applicable survival period pursuant to the limitations set forth in Section 8.1 9.1 above, provided that the Seller makes a written claim for indemnification against the Purchaser within such survival period, then the Purchaser agrees to indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") from and against all Losses the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller 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 alleged breach); provided, however, that Purchaser shall not have any obligation to indemnify the Seller from and against any Adverse Consequences resulting from from, arising out of, relating to, in the nature of or caused by the breach (aor alleged breach) any breach of any representation or warranty of the Purchaser contained in this Agreement or (b) the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement); provided, however, that for purposes of the indemnification provided under clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which the Purchaser Deductible shall not apply), the Purchaser shall have no obligation to indemnify until the Seller Indemnitees until such timehas, if anyin the aggregate, as, and only to the extent that, the aggregate amount of the Losses arising out suffered Adverse Consequences by reason of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes of the indemnification provided in clause (aor alleged breaches) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims25,000, and then for all such Adverse Consequences up to and including the $25,000, and provided further that Purchaser's maximum liability hereunder shall not just exceed the portions in excess of $100,000) shall be counted toward the Purchaser DeductiblePurchase Price.

Indemnification Provisions for Benefit of the Seller. Subject In the event the Buyer breaches any of its representations, warranties and covenants contained herein, and provided that the particular representation, warranty or covenant survives the Closing and that the Seller make a written claim for indemnification against the Buyer pursuant to SECTION 10(g) below within the limitations set forth in Section 8.1 aboveapplicable survival period, then the Purchaser Buyer agrees to indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") from and against all Losses the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification, (including any Adverse Consequences the Seller 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; PROVIDED, HOWEVER, that the Buyer shall not have any obligation to indemnify the Seller from and against any Adverse Consequences resulting from (a) any from, arising out of, relating to or caused by the breach of any representation or warranty of the Purchaser Buyer contained in SECTION 3(b) if the Buyer has already paid any claims for indemnification pursuant to this Agreement or (bSECTION 8(c) the material breach or nonperformance of any covenant or agreement in excess of the Purchaser contained in this Agreement Purchase Price, as adjusted. In addition, Buyer shall indemnify Seller for (except an agreement whichA) all liability for Taxes of the Buyer and its subsidiaries, including Mercxx, xxr all Post- Closing Tax Periods and for the portion of all Straddle Periods after the Closing Date, (B) all Section 338 Delta and (C) all liability for reasonable legal and accounting fees and expenses incurred with respect to any item indemnified pursuant to clauses (A) and (B) above. The indemnification obligation of Buyer set forth in the express terms previous sentence shall survive until the expiration of this Agreement, is not the applicable statute of limitations relating to survive and is to expire or be terminated upon the Closing or termination of this Agreement); provided, however, Taxes that for purposes are the subject of the indemnification provided under clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which the Purchaser Deductible shall not apply), the Purchaser shall have no obligation to indemnify the Seller Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes of the indemnification provided in clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser Deductibleobligation.

Indemnification Provisions for Benefit of the Seller. Subject (i) In the event the Buyer or EAE breach any of their (i) representations and warranties contained in this Agreement, and, if there is an applicable survival period pursuant to the limitations set forth in Section 8.1 8(a) above, provided that the Purchaser agrees Seller makes a written claim for indemnification against the Buyer or EAE, as the case may be, pursuant to Section 10(g) below within such survival period, or (ii) covenants contained in this Agreement, and the Seller makes a written claim for indemnification against the Buyer or EAE, as the case may be, pursuant to Section 10(g) below, then the Buyer and EAE, jointly and severally, agree to indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") from and against all Losses the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of of, relating to, in the nature of, or resulting from (a) any breach of any representation or warranty of caused by the Purchaser contained in this Agreement or (b) the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement)breach; provided, however, that for purposes of (A) the indemnification provided under clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which the Purchaser Deductible Buyer and EAE shall not apply), the Purchaser shall have no any obligation to indemnify the Seller Indemnitees until such timefrom and against any Adverse Consequences resulting from, if anyarising out of, asrelating to in the nature of, and only to or caused by the extent thatbreach of any representation, the aggregate amount warranty or covenant of the Losses arising out Buyer or EAE until the Seller has suffered Adverse Consequences by reason of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes in excess of the indemnification provided Basket, in clause (a) of this Section 8.3 (other than in respect of which case the breach or inaccuracy of Section 4.6, Seller shall be entitled to which no limitation on recover the full amount of indemnification such claims, including the amounts in the Basket, pursuant to this Agreement, and (B) there shall apply), be a US$100,000 aggregate ceiling on the obligation of the Purchaser Buyer and EAE to indemnify the Seller Indemnitees shall be limited to indemnification from and against Adverse Consequences resulting from, arising out of, relating to, in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% the nature of, or caused by such breaches of the Cash Adjustment at Closing. For purposes representations, warranties or covenants of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations Buyer or warranties set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser DeductibleEAE.

Indemnification Provisions for Benefit of the Seller. Subject the Corporation and the Shareholders. If the Buyer breaches (or if any Person other than the Seller, the Corporation or a Shareholder alleges facts that, if true, would mean the Buyer has breached) any of its representations or warranties contained herein and the Shareholders' Agent gives notice of a claim for indemnification against the Buyer within the Survival Period, or if the Buyer breaches (or if any Person other than the Seller, the Corporation or a Shareholder alleges facts that, if true, would mean the Buyer has breached) any of its covenants contained herein or any of its representations, warranties or covenants contained in any Other Buyer Agreement and the Shareholders' Agent gives notice thereof to the limitations set forth in Section 8.1 aboveBuyer, then the Purchaser Buyer agrees to indemnify and hold harmless the Seller Seller, the Corporation and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") Shareholders from and against all Losses arising any Adverse Consequences the Seller, the Corporation and the Shareholders may suffer which result from, arise out of, relate to, or are caused by the breach or alleged breach, regardless of whether the Adverse Consequences are suffered during or resulting from (a) any after the Survival Period. In determining whether there has been a breach of any representation or warranty of the Purchaser contained in this Agreement or (b) Section 3.2 and in determining the material breach or nonperformance amount of any covenant or agreement of Adverse Consequences suffered by the Purchaser contained in this Agreement (except an agreement whichSeller, pursuant to the express terms of this Agreement, is not to survive Corporation and is to expire or be terminated upon the Closing or termination of this Agreement); provided, however, that Shareholders for purposes of the indemnification provided under clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6Section, to which the Purchaser Deductible such representations and warranties shall not apply)be qualified by "material," "materiality," "in all material respects," "best knowledge," "best of knowledge" or "knowledge" or words of similar import, or by any phrase using any such terms or words. 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 from the party claiming indemnification to the party against whom such claim is asserted, the Purchaser shall have no obligation to indemnify the Seller Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes of the indemnification provided in clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect dispute will be given resolved by arbitration pursuant to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser DeductibleAgreement.

Indemnification Provisions for Benefit of the Seller. Subject In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to the limitations set forth in Section 8.1 8.01 above, provided that the Purchaser Seller makes a written claim for indemnification against the Buyer pursuant to Section 8.04 below within such survival period, then the Buyer agrees to protect, defend, hold harmless and indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from or caused by the breach (or the alleged breach), including all Losses Adverse Consequences arising out of or resulting from (a) any breach of any representation or warranty of the Purchaser contained in this Agreement or (b) the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement which, pursuant to the express terms enforcement of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement)Section 8.03; provided, however, that for purposes the Buyer shall not have any obligations to compensate the Seller in respect of any Adverse Consequences resulting from any breaches or alleged breaches of the indemnification provided under clause (a) representations and warranties contained in Section 3.02 of this Section 8.3 Agreement (other than in respect breaches or alleged breaches of the breach or inaccuracy of representation and warranty set forth in Section 4.6, to which the Purchaser Deductible shall not apply), the Purchaser shall have no obligation to indemnify 3.02(d) hereof) until the Seller Indemnitees until such timehave suffered aggregate Adverse Consequences, if any, as, and only to the extent that, the aggregate amount of the Losses arising out by reason of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); providedunder this Agreement, further, that for purposes of the indemnification provided in clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) , at which point the Buyer will be obligated to indemnify the Seller from and against all Adverse Consequences relating back to the first dollar; provided, however, that this limitation shall be counted toward the Purchaser Deductiblenot apply with respect to Buyer's obligations set forth in Section 6.06 hereof.

Indemnification Provisions for Benefit of the Seller. Subject In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to the limitations set forth in Section 8.1 8.01 above, provided that the Purchaser Seller makes a written claim for indemnification against the Buyer pursuant to Section 11.07 below within such survival period, then the Buyer agrees to protect, defend, hold harmless and indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller 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), including all Losses Adverse Consequences arising out of or resulting from (a) any breach of any representation or warranty of the Purchaser contained in this Agreement or (b) the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement which, pursuant to the express terms enforcement of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement)Section 8.04; provided, however, that for purposes of the indemnification provided under clause (a) of this Section 8.3 (other than Buyer shall not have any obligations to compensate the Seller in respect of any Adverse Consequences resulting from any breaches or alleged breaches of the breach or inaccuracy representations and warranties contained in Section 3.02 of Section 4.6this Agreement until the Seller has suffered aggregate Adverse Consequences, to by reason of all such breaches under this Agreement and all applicable breaches under the Asset Purchase Agreement, in excess of $1,200,000, at which point the Purchaser Deductible shall not apply), the Purchaser shall have no obligation Buyer will be obligated to indemnify the Seller Indemnitees until such time, if any, as, from and only to the extent thatagainst all Adverse Consequences in excess of that amount. In addition, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes of the indemnification provided in clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification Buyer shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited for any failure by XxXxx to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% comply with WARN or any analogous state law as a result of any actions taken by the Cash Adjustment at Buyer or XxXxx following the Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser Deductible.