PRIOR TO THE APPLICABLE SURVIVAL DATE WITH RESPECT TO ANY CLAIM, THE
SELLER SHAREHOLDERS SHALL BE REQUIRED TO INDEMNIFY ANY BUYER PARTY FOR ALL
LOSSES THAT ANY BUYER PARTY MAY SUFFER WITH RESPECT TO SUCH CLAIM THROUGH THE
DATE OF THE CLAIM, THE END OF THE SURVIVAL PERIOD AND BEYOND.
(D)
THE INDEMNIFICATION PROVIDED FOR IN
SECTION 6.2(A)(I) SHALL BE SUBJECT TO THE FOLLOWING LIMITATIONS:
(I)
THE SELLER SHAREHOLDERS WILL NOT BE
LIABLE TO ANY BUYER PARTY FOR ANY ADVERSE CONSEQUENCES UNDER
SECTION 6.2(A)(I) UNLESS AND UNTIL THE AGGREGATE AMOUNT OF ADVERSE CONSEQUENCES
RELATING TO ALL SUCH BREACHES, EXCLUDING ADVERSE CONSEQUENCES RELATED BREACHES
OF BUYER FUNDAMENTAL REPRESENTATIONS EXCEEDS $50,000.00 (THE "THRESHOLD"), AT
WHICH TIME THE COMPANY AND THE SELLER SHAREHOLDERS SHALL BE LIABLE FOR THE
AMOUNT OF ALL SUCH ADVERSE CONSEQUENCES FROM THE FIRST DOLLAR IN ACCORDANCE WITH
THE TERMS HEREOF.
6.3
Indemnification Provisions for Benefit of
the Company and the Seller Shareholders.
(A)
SUBJECT TO THE LIMITATIONS SET FORTH IN
SECTIONS 6.3(B) AND 6.3(C), BUYER SHALL INDEMNIFY THE SELLER SHAREHOLDERS AND
THE COMPANY AND EACH OF ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (EACH A "COMPANY
PARTY") AND SAVE AND HOLD EACH OF THEM HARMLESS FROM AND AGAINST, AND PAY ON
BEHALF OF OR REIMBURSE ANY COMPANY PARTY AS AND WHEN INCURRED FOR, ALL LOSSES
WHICH ANY COMPANY PARTY MAY SUFFER, SUSTAIN OR BECOME SUBJECT TO AS A RESULT OF:
(I)
ANY BREACH OF ANY REPRESENTATION OR
WARRANTY MADE BY BUYER AND CONTAINED IN THIS AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT OR IN ANY SCHEDULE OR EXHIBIT ATTACHED TO THIS AGREEMENT, ANY OTHER
TRANSACTION DOCUMENT OR IN ANY CERTIFICATE DELIVERED BY BUYER IN CONNECTION WITH
THE CLOSING;
(II)
ANY BREACH OF ANY COVENANT OR AGREEMENT OF
BUYER IN ANY OF THE TRANSACTION DOCUMENTS; AND
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(III)
ANY CLAIM BY ANY PERSON OR PERSONS RELATED
TO, OR ARISING OUT OF, (Y) ANY OF THE FOREGOING OR (Z) THE OPERATION OF THE
COMPANY BY A BUYER PARTY AFTER THE CLOSING; PROVIDED, HOWEVER, THAT WITH RESPECT
TO THIS SUBSECTION (Z), ANY SUCH CLAIM DOES NOT RELATE TO OR ARISE FROM ANY OF
THE MATTERS SET FORTH IN SECTION 6.2(A)(I)6.2(A)(V).
(B)
SURVIVAL DATE.
BUYER WILL NOT BE LIABLE
WITH RESPECT TO ANY CLAIM MADE PURSUANT TO SECTION 6.3(A)(I) ABOVE FOR THE
BREACH OF ANY REPRESENTATION OR WARRANTY CONTAINED IN ARTICLE 3 OF THIS
AGREEMENT UNLESS WRITTEN NOTICE OF A POSSIBLE CLAIM FOR INDEMNIFICATION WITH
RESPECT TO SUCH BREACH IS GIVEN BY A COMPANY PARTY TO THE COMPANY:
(I)
AT ANY TIME WITH RESPECT TO CLAIMS
ARISING UNDER SECTIONS 3.1 (ORGANIZATION OF BUYER), 3.2 (AUTHORIZATION OF
TRANSACTION) AND 3.3 (NONCONTRAVENTION), AS APPLICABLE (THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE SECTIONS REFERENCED IN THIS CLAUSE (I) ARE
COLLECTIVELY REFERRED TO HEREIN AS THE "COMPANY FUNDAMENTAL REPRESENTATIONS"
AND, INDIVIDUALLY, AS A "COMPANY FUNDAMENTAL REPRESENTATION"); AND
(II)
ON OR BEFORE THE FIRST ANNIVERSARY OF THE
CLOSING DATE WITH RESPECT TO CLAIMS ARISING UNDER ANY OTHER SECTIONS OF
ARTICLE 3;
it being understood that,