REQUIRED TO INDEMNIFY THE
PURCHASER HEREUNDER FOR THE LOSSES SUFFERED, INCURRED OR SUSTAINED BY THE GROUP
COMPANIES, THE MANAGEMENT SHAREHOLDERS SHALL ONLY BE OBLIGATED TO INDEMNIFY THE
PURCHASER FOR UP TO AN AMOUNT NOT EXCEEDING FIFTY-FIVE (55%) OF THE LOSSES THAT
ARE ACTUALLY SUFFERED, INCURRED OR SUSTAINED BY SUCH GROUP COMPANIES.
8.1.3
PURCHASER INDEMNITY.
THE PURCHASER HEREBY COVENANTS
AND UNDERTAKES TO THE SELLERS TO INDEMNIFY AND SAVE AND HOLD THE SELLERS
HARMLESS FROM AND AGAINST ANY LOSSES ACTUALLY SUFFERED, INCURRED OR SUSTAINED BY
EACH SELLER ARISING OUT OF (I) ANY MISREPRESENTATION OR BREACH OF A
REPRESENTATION OR WARRANTY MADE WITH RESPECT TO CLAUSE 6.3, OR (II) ANY
NON-COMPLIANCE WITH OR BREACH BY THE PURCHASER OF ANY OF ITS COVENANTS OR
AGREEMENTS CONTAINED IN THIS AGREEMENT TO BE PERFORMED BY THE PURCHASER
(INCLUDING CLAUSE 7.1).
8.1.4
SPECIAL INDEMNITY.
SUBJECT TO THE LIMITATIONS SET
FORTH IN CLAUSES 8.1.5, 8.1.6 AND 8.1.7, THE MANAGEMENT SHAREHOLDERS HEREBY
COVENANT AND UNDERTAKE TO THE PURCHASER TO INDEMNIFY THE PURCHASER FOR EXPENSES
AND/OR LIABILITIES INCURRED BY THE GROUP COMPANIES PURSUANT TO CLAUSE 7.4.1 IN
THE AMOUNT EQUAL TO FIFTY-FIVE PERCENT (55%) OF THE AGGREGATE AMOUNT OF SUCH
EXPENSES AND/OR LIABILITIES AS DETERMINED BY SUBTRACTING THE COMPANY'S CASH
BALANCE FROM THE AGGREGATE AMOUNT OF SUCH EXPENSES AND/OR LIABILITIES ACTUALLY
PAID BY THE GROUP COMPANIES TO AUTHORIZED VENDORS OR LIABLE TO PAY UNDER
INVOICES FROM SUCH AUTHORIZED VENDORS FOR THE PURCHASE OF THE SOFTWARE LICENSES
SET FORTH IN SCHEDULE 12 IN SATISFACTION OF CLAUSE 7.4.1, PROVIDED THAT THE
OBLIGATION TO INDEMNIFY UNDER THIS CLAUSE 8.1.4 SHALL APPLY ONLY TO THOSE SUCH
EXPENSES AND/OR LIABILITIES WHICH IN THE AGGREGATE DO NOT EXCEED US$7,000,000.
FOR THE AVOIDANCE OF DOUBT, ANY CLAIM MADE HERE UNDER SHALL NOT BE SUBJECT TO
THE AMOUNT THRESHOLDS SET FORTH IN CLAUSE 8.1.5 EITHER FOR PURPOSES OF EXCLUDING
THE LIABILITY FOR FAILURE TO EXCEED THE AMOUNT THRESHOLDS UNDER CLAUSE
8.1.5(I) OR FOR DETERMINING THE AGGREGATE AMOUNT OF CLAIMS UNDER CLAUSE
8.1.5(II).
8.1.5
THRESHOLDS.
NO SELLER SHALL BE REQUIRED TO INDEMNIFY
THE PURCHASER WITH RESPECT TO ANY CLAIM FOR INDEMNIFICATION PURSUANT TO
CLAUSES 8.1.1 AND 8.1.2, UNLESS AND UNTIL (I)
23
THE AMOUNT OF SUCH CLAIM EXCEEDS US$75,000 AND (II) THE AGGREGATE AMOUNT OF ALL
CLAIMS AGAINST THE SELLERS EXCEEDS US$500,000, AT WHICH TIME THE RELEVANT
SELLERS SHALL BE OBLIGATED TO INDEMNIFY THE PURCHASER FOR ALL LOSSES AND NOT
MERELY FOR THE LOSSES IN EXCESS OF US$500,000.
8.1.6
LIMITS. THE AGGREGATE LIABILITY OF THE INDEMNIFYING
PARTY WITH RESPECT TO CLAIMS FOR INDEMNIFICATION UNDER THIS CLAUSE 8 SHALL NOT
EXCEED US$40,000,000. AT ANY TIME THE AGGREGATE LIABILITY OF THE SELLERS SHALL
BE LIMITED TO THAT AMOUNT WHICH REMAINS IN THE ESCROW ACCOUNT.
8.1.7
SOLE AND EXCLUSIVE REMEDY.
THE INDEMNITY PROVIDED
FOR IN THIS CLAUSE 8 SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF THE INDEMNIFIED
PARTY AFTER THE CLOSING FOR BREACH OF A REPRESENTATION, WARRANTY, COVENANT OR
OTHER AGREEMENT CONTAINED IN THIS AGREEMENT, AND SATISFACTION OF ANY CLAIMS
THEREIN SHALL BE LIMITED TO SUCH AMOUNTS AS ARE AVAILABLE