Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08, the Stockholders shall, jointly and severally, indemnify and hold harmless Parent, Merger Sub, each Company Entity and their respective officers, directors, agents or Affiliates, from and against any and all Losses suffered or incurred by any such party by reason of or arising out of any of the following: (a) the breach by the Company of any representation or warranty contained herein or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of any covenant or agreement of the Company contained in this Agreement or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents; (c) any claim or demand by any Person (other than a Stockholder to the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all Taxes (or the non-payment thereof) of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting Shares.

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08Notwithstanding the Closing or the delivery of the Shares, the Stockholders shallStockholders, jointly and severally, indemnify and agree to fully defend, save and hold harmless Parenton an after-tax basis UAG, Merger Sub, each Company Entity the Companies (after Closing), and any of their respective officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (each a "UAG Indemnified Party"), if a UAG Indemnified Party (including the Companies after the Closing Date) shall at any time or Affiliatesfrom time to time suffer any Costs (as defined in Section 9.6 below) arising, from and against directly or indirectly, out of or resulting from, or shall pay or become obligated to pay any sum on account of, (i) any and all Losses suffered Events of Breach (as defined below) or incurred by any such party by reason of or arising out of any of the following: (a) the breach by the Company of any representation or warranty contained herein or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of any covenant or agreement of the Company contained in this Agreement or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents; (c) any claim or demand by any Person (other than a Stockholder to the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all Taxes (or the non-payment thereof) of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliatedClaim before or by any court, consolidatedarbitrator, combined panel, agency or unitary group of other governmental, administrative or judicial entity, which Claim involves, affects or relates to any assets, properties or operations of the Company Entities (Companies or any predecessor of any the conduct of the foregoing) is or was a member on or business of the Companies prior to the Closing DateDate (a "Stockholder Third Party Claim"). As used herein, including "Event of Breach" shall be and mean any one or more of the following: (i) any untruth or inaccuracy in any representation of the Stockholders or the Companies or the breach of any warranty of the Stockholders or the Companies contained in this Agreement, including, without limitation, any misrepresentation in, or omission from, any statement, certificate, schedule, exhibit, annex or other document furnished pursuant to Treasury Regulation §1.1502-6 this Agreement by the Stockholders or the Companies (or any analogous representative of the Stockholders or similar state, local, the Companies) to UAG (or foreign law any representative of UAG) and any misrepresentation in or regulationomission from any document furnished to UAG in connection with the Closing, and (iiiii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility failure of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) Companies duly to perform or observe any brokerage term, provision, covenant, agreement or finder’s fees or commissions or similar payments due in respect condition on the part of the transactions contemplated hereto based on contracts Stockholders or understandings with any Company Entity the Companies to be performed or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting Sharesobserved.

Indemnification by the Stockholders. Subject The Stockholders severally and ----------------------------------- not jointly agree subsequent to Sections 12.04 through 12.08, the Stockholders shall, jointly and severally, Closing to indemnify and hold harmless Parentthe Company, Merger Sub, each Company Entity Buyer and their respective subsidiaries and affiliates and persons serving as officers, directors, agents partners or Affiliatesemployees thereof (individually, a "Buyer Indemnified Party" and, collectively, the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs and all Losses suffered expenses (including, without limitation, reasonable fees of counsel) of any kind or incurred by any such party by reason of nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the followingfollowing matters: (a) the Fraud, intentional misrepresentation or a deliberate or willful breach by the Company or any Stockholder of any representation of their representations, warranties or warranty contained herein covenants under this Agreement or in any document Certificate, Schedule or instrument Exhibit delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed madepursuant hereto; (b) the Any other breach or non-fulfillment of any representation, warranty or covenant or agreement of the Company contained in or any Stockholder under this Agreement or in any document Certificate, Schedule or instrument Exhibit delivered pursuant hereto, or by the Company in connection with this Agreement reason of any claim, action or the other Transaction Documents;proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants; and (c) any claim or demand by any Person (other than a Stockholder to the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all Taxes (or the non-payment thereof) Any liability of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member of arising from an affiliated, consolidated, combined event or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or transaction prior to the Closing Dateor as a result of the Closing which have not been paid or provided for or reserved against by the Company including, including pursuant without limitation, any increase in Taxes due to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes the unavailability of any Person (other than loss or deduction claimed by the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting SharesCompany.

Indemnification by the Stockholders. (a) Subject to Sections 12.04 through 12.08the limitations set forth herein, the Stockholders (each a “Stockholder Indemnitor”, and collectively the “Stockholder Indemnitors”) shall, jointly severally and severallynot jointly, indemnify and hold harmless defend the Parent, Merger Sub, each Company Entity Sub and their respective Affiliates and their respective stockholders, members, managers, officers, directors, agents or Affiliatesemployees, from agents, successors and against assigns (the “Parent Indemnitees”) against, and shall hold them harmless from, any and all Losses suffered losses, damages, claims (including third party claims), charges, Liabilities, actions, suits, proceedings, interest, penalties, Taxes, diminutions in value, costs and expenses (including legal, consultant, accounting and other professional fees, costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees and costs incurred in enforcing rights under this Agreement) (collectively, “Parent Losses”) resulting from, arising out of, or incurred by any such party Indemnitee in connection with, or otherwise with respect to: (i) any inaccuracy or breach of any representation or warranty made by reason of or arising out of the Company in this Agreement, any of the following:Ancillary Agreements or any certificate or other document furnished or to be furnished to Parent in connection with the transactions contemplated by this Agreement; (aii) the any breach by the Company of any representation or warranty contained herein or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of any covenant or agreement of the Company contained in this Agreement or in any document of the Ancillary Agreements; (iii) any fraud or instrument delivered willful misconduct by the Company with respect to this Agreement; (iv) any Closing Liabilities to the extent such Closing Liabilities exceed the Estimated Closing Liabilities; (v) any Proceeding that is brought by or on behalf of a Stockholder in connection with his/her/its capacity as a holder of the Company’s capital stock, other than any action brought to enforce a Stockholder’s rights under this Agreement Agreement; (vi) any Dissenting Share Payments; (vii) any inaccuracy in or failure to calculate correctly the amount set forth in the Allocation Certificate; and (viii) any discrepancy between the Adjusted Closing Cash and the Estimated Adjusted Closing Cash in which the Estimated Adjusted Closing Cash exceeds the Adjusted Closing Cash. (b) The Stockholders shall not be liable for any Parent Losses pursuant to Section 9.2(a)(i) (other Transaction Documents;than Parent Losses related to Fundamental Representations) unless and until the aggregate amount of all Parent Losses incurred by the Parent Indemnitees under Section 9.2(a)(i) (other than Parent Losses related to Fundamental Representations) exceeds $[***], in which event the Parent will have the right to be indemnified for all Parent Losses from the first dollar. Stockholders shall not liable for any Parent Losses pursuant to Section 9.2(a)(i) where such Parent Loss relating to a claim (or series of claims arising from the same or substantially similar facts or circumstances) is less than $[***] (c) any claim or demand by any Person (other Other than a Stockholder to indemnification obligations under Section 9.2(a)(iii), the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect cumulative indemnification obligation of the Merger; Stockholders under Section 9.2(a) and otherwise pursuant to this Agreement shall in no event exceed the (di) all Taxes (or the non-payment thereof) of the Company Entities for a Pre-Closing Tax Period, Escrow Amount and (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was Recoupment Limitation. Parent Indemnitees shall only have a member on or prior right to the Closing Date, including indemnification for Parent Losses pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, (i) Section 9.2 from the Escrow Amount and (iiiii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting Shares.9.6

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08the terms of this Article 9 including the limitation of liability clauses, from and after the Stockholders shallClosing, each Stockholder will (and the Company will prior to the Closing), severally and not jointly and severallyindemnify, indemnify defend, and hold harmless Parentthe Purchaser, Merger Subits Affiliates, each Company Entity and their respective officersRepresentatives, directorssuccessors and assigns (collectively, agents or Affiliatesthe “Purchaser Indemnified Parties”) from, from against, and against in respect of, any and all Losses suffered resulting from, or incurred by any such party by reason of or arising out of in respect of, any of the following: (a) the breach by the Company any Breach of any representation or warranty contained herein set forth in Article 2 or in any document representation or instrument delivered by warranty of the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of any covenant or agreement of the Company contained in this Agreement or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents; (b) any Breach of any representation or warranty set forth in Article 3 on the part of such Stockholder; or any representation or warranty of any Stockholder in any other Transaction Documents; provided, that with respect to the Stockholders the corresponding indemnification obligation is solely that of the Breaching Stockholder; (c) any claim non-fulfillment or demand by Breach of any Person (other than a Stockholder to covenant or obligation on the extent part of his, her or its Ownership Percentage) asserting any equity interest in the Company or any Stockholder under this Agreement or any other claim in respect of the MergerTransaction Document; (d) all Taxes (or the non-payment thereof) of any failure by the Company Entities for a Pre-Closing Tax Period, (ii) to pay off all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, outstanding Indebtedness and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Transaction Expenses at Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) the AOD Entity, the AOD Assets, the AOD Spin-Off and any brokerage Taxes related thereto or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholderarising therefrom; (f) any claim holder or demand by former holder of debt or equity securities of any Person seeking payment Seller, the Company, its Subsidiaries or their respective Affiliates in respect of such Person’s status as such relating to events, facts, conditions or circumstances existing or arising prior to the Closing or in connection with any Company Transaction Expenses in excess this Agreement (including relating to the allocation of the amount of Purchase Price between or among the Company Transaction Expenses set forth in the Effective Time Merger Consideration CertificateSecurityholders ); orand (g) disregarding any payment of disclosure in the Disclosure Schedule, any Dissenters’ Excess Amount due in respect of any Dissenting SharesIndemnified Taxes.

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08The Stockholders shall jointly and severally indemnify Parent, the Stockholders shall, jointly Surviving Corporation and severally, indemnify and hold harmless Parent, Merger Sub, each Company Entity and of their respective officersofficers and other employees, directors, agents or Affiliates, agents and representatives, successors and assigns (the “Indemnified Parties”) for and hold them harmless from and against any and all Losses suffered Losses, paid, suffered, incurred, sustained or incurred accrued by the Indemnified Parties or any such party by reason of them, directly or indirectly, resulting from, related to or arising out of any of the following:(or, as applicable, consisting of): (a) the breach by the Company of any inaccuracies or misrepresentations in, or breaches of, any representation or warranty contained herein of the Company set forth in this Agreement or in any document related agreement (to which the Company is a party) or instrument any certificate delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or and warranty to be true and correct when as of the date of this Agreement and as of the Closing Date (with the same force and effect as though such representations and warranties were made or on and as of the Closing Date (except to the extent any specific representation expressly speaks as of a particular date, in which case such representation shall be deemed mademade as of such date); (b) the any breach or non-fulfillment failure by the Company to perform or company with of any covenant or agreement of the Company contained obligation applicable to it in this Agreement and any related agreements (to which the Company is a party) or in any document certificates or instrument other instruments delivered by the Company in connection with pursuant to this Agreement or the other Transaction DocumentsAgreement; (c) any claim fraud, willful breach or demand by intentional misrepresentation with respect to this Agreement, any Person related agreement (other than a Stockholder to the extent of his, her or its Ownership Percentage) asserting any equity interest in which the Company is a party) or any certificates or other claim in respect of instruments delivered by the MergerCompany pursuant to this Agreement; (d) all Taxes Excess Expenses, Costs and Debt; (or the non-payment thereofe) Any portion of the Company Entities for a Shortfall Amount not fully satisfied by payment from the Escrow Amount in accordance with Section 2.6.3. (f) Any inaccuracy in the Final Allocation Schedule; (g) Any unpaid Bonuses to the extent not taken into account in the computation of the Net Working Capital Amount as finally determined pursuant to Section 2.6. (h) Pre-Closing Tax PeriodTaxes (including Pre-Closing Sales Taxes), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Pre-Closing Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on taken into account in the face computation of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders Net Working Capital Amount as finally determined pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities2.6; (ei) Change of Control Payments, to the extent such Change of Control Payments exceed the amount, if any, taken into account in the computation of the Net Working Capital Amount as finally determined pursuant to Section 2.6; or (j) any brokerage or finder’s fees or commissions or similar payments due in respect liability to pay holders of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses Dissenting Shares an amount in excess of the amount Merger Consideration to which such holders would otherwise have been entitled in the absence of appraisal rights under Section 262 of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting SharesDGCL.

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08The Company Stockholders shall indemnify the Buyer, the Stockholders shall, jointly Surviving Corporation and severally, indemnify and hold harmless Parent, Merger Sub, each Company Entity and of their respective officers, directors, agents agents, and each person, if any, who controls or Affiliatesmay control the Buyer within the meaning of the Securities Act (each a "Buyer Indemnified Party" and collectively, from the "Buyer Indemnified Parties") in respect of, and against hold them harmless against, any and all Losses debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") incurred or suffered or incurred by any such party by reason of or arising out of any of the followingforegoing parties resulting from, relating to or constituting: (a) the any misrepresentation, breach by the Company of any representation warranty or warranty contained herein or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of perform any covenant or agreement of the Company or any Principal Stockholder contained in this Agreement or in any document or instrument delivered by the Company Certificate; (b) any failure of any Company Stockholder to have good, valid and marketable title to the issued and outstanding Company Shares issued in connection with this Agreement or the other Transaction Documents;name of such Company Stockholder, free and clear of all Security Interests; or (c) any claim by a stockholder or demand by former stockholder of the Company, or any Person other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Company; (ii) any rights of a stockholder (other than a Stockholder the right to receive Adjusted Merger Shares pursuant to this Agreement or appraisal rights under the extent applicable provisions of the CCC), including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the Articles of Incorporation or Bylaws of the Company; or (iv) any claim that his, her or its Ownership Percentage) asserting any equity interest in shares were wrongfully repurchased by the Company or any other claim in respect of the Merger; (d) all Taxes (or the non-payment thereof) of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting SharesCompany.

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08, the The Stockholders shall, severally and not jointly and severally, shall indemnify and hold harmless ParentWatchGuard, Merger Sub, the Surviving Corporation and each Company Entity and of their respective officers, directorsdirectors and affiliates (the "WatchGuard Indemnified Parties") harmless from ------------------------------ and against, agents or Affiliatesand shall reimburse the WatchGuard Indemnified Parties for, from and against any and all Losses suffered or incurred loss, obligation, deficiency, damage, claim, liability, cost and expense (including, without limitation, in the case of a claim by a third party, the amount of any such party by reason of or settlement entered into pursuant hereto, and all reasonable legal fees and other expenses) ("Losses") arising out of any of the following: (a) the any inaccuracy or ------ misrepresentation in, or breach by the Company of of, any representation or warranty contained herein or in any document or instrument delivered made by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of any covenant or agreement of the Company contained Key Stockholder in this Agreement or in any document Operative Document or instrument in any certificate delivered pursuant hereto or thereto; (b) any failure by the Company or the Key Stockholders to perform or comply, in connection whole or in part, with any covenant or agreement in this Agreement or the other Transaction Documents; in any Operative Document; (c) any claim or demand by any Person (other than a Stockholder to the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all liability for Taxes (or the non-payment thereof) of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of assessed during or attributable to any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member taxable period ending on or prior to the Closing Effective Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes the portion of any Person (other than taxable period that includes, but does not end on, the Company Entities) imposed on any Company Entity as a transferee or successorEffective Date, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved reserve for such Taxes Tax liability (excluding rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Final Closing StatementBalance Sheet (rather than in any notes thereto); provided(d) any liability for Taxes resulting from the transactions contemplated by this Agreement, furtherincluding, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for without limitation, transfer, sales, use, excise, conveyance and similar taxes, excluding any Taxes resulting from a reassessment of Real Property or Personal Property occurring as a result of the Merger; (e) those expenses of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due incurred in respect of connection with the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; hereby that are unreasonable; and (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess fees of the amount of Escrow Agent that are not deducted from the Company Transaction Expenses Merger Consideration as set forth in the Effective Time Merger Consideration Certificate; or (gSections 1.7.1(b)(i) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting Sharesand 7.2.

Indemnification by the Stockholders. Subject Sheridan agrees subsequent to Sections 12.04 through 12.08, the Stockholders shall, jointly and severally, Closing to indemnify and hold harmless Parentthe Company, Merger Sub, each Company Entity Buyer and their respective its subsidiaries and affiliates and persons serving as officers, directors, agents partners or Affiliates, employees of the Company or Buyer (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Company") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and all Losses suffered expenses (including, without limitation, reasonable fees of counsel) of any kind or incurred by any such party by reason of nature whatsoever (whether or not arising out of third-Party claims and including all amounts Paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the followingfollowing matters: (a) the fraud, intentional misrepresentation or a deliberate or wilful breach by Sheridan or the Company of any representation of their representations, warranties or warranty contained herein covenants under this Agreement or in any document certificate, schedule or instrument exhibit delivered by the Company in connection with pursuant to this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed madeAgreement; (b) the any other breach or non-fulfillment of any representation, warranty or covenant of Sheridan or agreement of the Company contained in under this Agreement or in any document certificate, schedule or instrument exhibit delivered pursuant to this Agreement, or by the Company in connection with this Agreement reason of any claim, action or the other Transaction Documents;proceeding asserted or instituted growing out of any matter or thing constituting a breach of those representations, warranties or covenants; and (c) Except for any claim or demand by Matter from the Prior Period any Person (other than a Stockholder to the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all Taxes (or the non-payment thereof) liability of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to arising from an event or transaction occurring before as a result of the Closing; providedClosing which have not been Paid or provided for by the Company, howeverincluding without limitation, that the Stockholders shall be liable only any increase in Taxes due to the extent that such Taxes exceed unavailability of any loss or deduction claimed by the amountCompany. Notwithstanding the provisions of Section 7.1, if any, reserved Sheridan has no obligation whatsoever to indemnify any Party for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on Matter whatsoever from the face of the Final Closing Statement; provided, further, that notwithstanding anything Prior Period or pertaining in this Agreement any Part to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting SharesCaveat.

Indemnification by the Stockholders. (a) Subject to Sections 12.04 through 12.08the terms and conditions of this Article VIII, the Parent shall be indemnified and held harmless by the Stockholders shalland holders of Seller Stock Options, jointly and severally, indemnify and hold harmless Parent, Merger Sub, each Company Entity and their respective officers, directors, agents or Affiliates, from and against in respect of any and all Losses damages, losses, liabilities, monetary damages, fines, fees, penalties, actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively, “Parent Loss”) incurred or suffered by the Parent, the Surviving Corporation or incurred any Affiliate thereof (“Parent Indemnitees”) resulting from or constituting: (1) any breach or violation by any such party by reason of Seller or arising out the Stockholders of any of the following: (a) the breach by the Company of any representation their representations or warranty warranties contained herein in this Merger Agreement or in any document document, certificate or instrument delivered schedule required to be furnished pursuant to this Merger Agreement; (2) any breach, violation, or nonperformance by Seller or the Company Stockholders of any of their covenants or agreements contained in connection with this Merger Agreement or in any document, certificate or schedule required to be furnished pursuant to this Merger Agreement; (3) any obligation or liability relating to the other Seller’s Transaction DocumentsExpenses, Change of Control Payments, Severance Payments, Bonus Payments, Employer Taxes, Debt Payoff or the failure First Analysis Preference, to the extent not paid pursuant to Section 2.02(a) or otherwise reflected in the Statement of Working Capital; (4) any such representation amounts payable to Parent pursuant to Section 2.11(c); (5) all Taxes for which the Stockholders are liable under Section 5.13 for all Pre-Closing Periods; (6) the Consideration Spreadsheet being incorrect or warranty incomplete in any respect, including without limitation any amount required to be true and correct when made paid to or deemed madewithheld from any payment to a Stockholder, recipient of a Change in Control Payment or holder of Seller Stock Options; (7) the Closing Cash Balance of Seller being less than $5,700,000, to the extent the Closing Cash Deficiency is not taken into account in making the determination of Closing Cash pursuant to Section 2.11(a); and (8) the item set forth in Schedule 8.02(a)(8). (b) Notwithstanding the breach or non-fulfillment above Section 8.02(a), (i) there shall be no obligation to indemnify the Parent Indemnitees with respect to clause (1) of any covenant or agreement paragraph (a) above until Parent Indemnitees have suffered Parent Loss by reason of all such events in excess of $100,000 in which case the Company contained in this Agreement or in any document or instrument delivered indemnity shall be from the first dollar of Parent Loss, and (ii) to the extent the Parent Loss by reason of all such breaches exceeds the Company in connection with this Agreement or the other Transaction Documents; Remaining Escrow Amount (c) after which point there will have no obligation to indemnify Parent Indemnities from and against further such Parent Loss, except that any claim or demand portion thereof based upon any cases of fraud committed by any Stockholder or holder of a Seller Stock Option may continue to be pursued against such Person (other than a Stockholder to after such time as the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all Taxes (or the non-payment thereof) of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) Remaining Escrow Amount is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting Shares$0).

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08, the The Stockholders shall, jointly and severally, severally agree subsequent to the Closing to indemnify and hold harmless Parentthe Company, Merger Sub, each Company Entity Buyer and their respective subsidiaries and affiliates and persons serving as officers, directors, agents partners or Affiliates, employees of any of the foregoing (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, losses, taxes, fines, penalties, costs, and all Losses suffered expenses (including, without limitation, reasonable fees of counsel) of any kind or incurred by any such party by reason of nature whatsoever (whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing) which may be sustained or suffered by any of them arising out of or based upon any of the followingfollowing matters: (a) the fraud, intentional misrepresentation or a deliberate or wilful breach by the Company or any Stockholder of any representation of their representations, warranties or warranty contained herein covenants under this Agreement or in any document agreement, document, instrument, certificate, schedule or instrument exhibit delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed madepursuant hereto; (b) the any other breach or non-fulfillment of any representation, warranty or covenant or agreement of the Company contained in or any Stockholder under this Agreement or in any document agreement, document, instrument, certificate, schedule or instrument exhibit delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted arising out of any matter or thing constituting a breach of such representations or warranties; provided, however, that with respect to any breach of the Company representations contained in connection Sections 2.3(b), 2.5 and 2.6, the indemnification obligations of each Minority Stockholder shall be only with this Agreement or the other Transaction Documents;respect to breaches of any such representation by such Minority Stockholder. (c) any claim liability of the Company for Taxes arising from an event or demand transaction prior to the Closing or as a result of the Closing which have not been paid or provided for or adequately reserved against by the Company, including without limitation, any Person increase in Taxes due to the unavailability of any loss or deduction claimed by the Company (other than a Stockholder except to the extent such unavailability is solely attributable to the actions or circumstances of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger;Buyer). (d) all Taxes (any liability relating to the operation, activities or conduct of the non-payment thereof) business of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant other than (i) liabilities or obligations of the Company reflected on the Base Balance Sheet or incurred thereafter in the ordinary course of business (except for any such liability required to Treasury Regulation §1.1502-6 be disclosed on a Schedule to this Agreement that is not so disclosed), (ii) liabilities under the Contracts or any analogous contract, agreement or similar state, local, or foreign law or regulation, arrangement not required to be disclosed on any Schedule to this Agreement and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything liabilities disclosed in this Agreement to the contrary the Stockholders shall reimburse Parent for or any Taxes of the Company Entities which are the responsibility of the Stockholders Schedule furnished pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities;hereto; and (e) any brokerage or finder’s fees or commissions or similar payments due liability of the Company in respect of the transactions contemplated hereto based on contracts any claim made by any third party and relating to, arising out of or understandings in connection with any Company Entity event occurring on or any Stockholder;prior to the Closing Date, except to the extent reserved or reflected on the Financial Statements or set forth on Schedule 2.8(c) hereto. (f) Each Stockholder hereby acknowledges and agrees that no Stockholder shall have any claim right of indemnity or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of contribution from the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) with respect to any payment breach of any Dissenters’ Excess Amount due in respect of any Dissenting Sharesrepresentation or warranty hereunder.

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08the terms and conditions of this Article 9, after the Closing, the Stockholders (which for purposes of this Article 9 include Vested Optionholders) shall, jointly and severallyseverally in accordance with their Pro Rata Share, indemnify the Buyer and hold harmless Parent, Merger Sub, each Company Entity the Surviving Corporation and their respective officers, directors, agents or Affiliates, and permitted successors and assigns (excluding, however, in each instance the Stockholders) (collectively, the “Buyer Group”) from and against any and all Losses suffered demands, claims, actions or causes of action, assessments, losses, penalties, settlements, damages, liabilities, costs and expenses (including fees and expenses of counsel, whether arising in disputes with third parties or in disputes between the parties) (collectively, “Damages”), resulting to, imposed upon or incurred by any such party by reason of the Buyer Group as a result or arising out of any of the followingof: (ai) the breach by the Company Any misrepresentation in or inaccuracy of any representation or warranty contained herein or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of any covenant or agreement of the Company contained in this Agreement or in any document certificate delivered pursuant hereto, without regard to any Company Material Adverse Effect or instrument delivered materiality qualifiers set forth in such representation or warranty; (ii) a breach prior to the Closing by the Company of any covenant, agreement or obligation of the Company contained in connection with or made pursuant to this Agreement or the other Transaction DocumentsAgreement; (c) any claim or demand by any Person (other than a Stockholder to the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (diii) all Taxes with respect to (or the non-payment thereofi) of the Company Entities for a and the Company Subsidiaries relating to any Pre-Closing Tax Period, ; (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities or any Company Subsidiary (or any predecessor of any of the foregoing) thereto), is or was a member before Closing to which one or more entities other than the Company or any Company Subsidiary is or was also a member, including Taxes pursuant to Treasury Regulation 1.1502 6 or any similar applicable Law; and (iii) any Person (other than the Company or any Company Subsidiary) imposed on the Company or any Company Subsidiary or for any period as a transferee or successor with respect to a transaction occurring on or before the Closing Date, by applicable Law, Contract or otherwise (all of such Taxes being the “Pre-Closing Taxes”); provided, however, the Stockholders will only be liable for any such Taxes described in this section to the extent that such Taxes were not taken into account in the calculation of Closing Working Capital or Closing Tax Liability; (iv) any amounts payable or paid by the Surviving Corporation in respect of any Dissenting Shares in excess of the portion of the Merger Consideration the holders thereof would have been entitled to receive for such Dissenting Shares (had such holders not exercised appraisal rights with respect thereto) under the terms of this Agreement plus the out-of-pocket costs and expenses associated with any appraisal action or proceeding; (v) any Company Transaction Expense or Indebtedness that is not paid on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (evi) any brokerage or finder’s fees or commissions or similar payments due in respect claims relating to allocation of the transactions contemplated hereto based Merger Consideration among the Stockholders and the Vested Optionholders, including any inaccuracy or misrepresentation on contracts or understandings with any Company Entity or any Stockholderthe Consideration Spreadsheet; (fvii) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of matters identified on Exhibit 9.2(a)(vii); (viii) the Company Transaction Expenses set forth in matters identified on Exhibit 9.2(a)(viii); (ix) the Effective Time Merger Consideration Certificatematters identified on Exhibit 9.2(a)(ix); or (gx) any payment of costs and expenses incurred by Buyer in successfully pursuing any Dissenters’ Excess Amount due in respect of any Dissenting Sharesindemnification claims hereunder.

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08, the (a) The Stockholders shall, jointly and severally, will severally indemnify and hold harmless Parent, Merger Sub, each Company Entity QuadraMed and Acquisition Co. and their respective officers, directors, agents and employees, and each Person, if any, who controls or Affiliatesmay control QuadraMed or Acquisition Co. within the meaning of the Securities Act (each, an "Indemnified Person" and collectively, the "Indemnified Persons"), from and against (i) any and all Losses suffered or incurred by any such party by reason claims, demands, actions, causes of or actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable legal fees and expenses ("Losses"), arising out of or relating to any misrepresentation or breach of or default under any of the following: (a) the breach representations, warranties and covenants given or made by the Company of in this Agreement, or any representation schedule hereto or warranty contained herein or in any certificate, document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of any covenant or agreement on behalf of the Company contained in this Agreement pursuant hereto, (ii) any and all Losses (excluding claims, demands, unfiled actions and unfiled causes of action) arising out of or in relating to actions, suits or legal, administrative, arbitration or governmental proceedings filed against any document or instrument delivered by Indemnified Person that relate to the Company in connection with this Agreement or the other Transaction Documents; (c) any claim or demand by any Person (other than a Stockholder Stockholders in which the principal event giving rise thereto occurred prior to the extent Closing or which result from or arise out of hisany action or inaction prior to the Closing of the Stockholders, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all Taxes (director, officer, employee, agent, representative or the non-payment thereof) subcontractor of the Company Entities for a Pre-Closing Tax Period(other than any claims covered by subsection (iii) hereof), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes Losses arising out of or relating to the AvMed Claim, the Sunquest Claim, existing judgments against the Company and any other claims by or on behalf of Rich▇▇▇ ▇. ▇▇▇▇▇ (▇▇e "Brin▇ ▇▇▇im"), any claim against the Company by The Regence Group (formerly known as the Benchmark Group) (the "Regence Claim") and/or any and all other claims against the Subsidiary or the Company by or on behalf of any Person of the HSII Installing Clients (other than as defined on Schedule 3.20), provided, however, that the indemnity with respect to the AvMed Claim, the Sunquest Claim, the Brink Claim and any claims against the Subsidiary or the Company Entitiesby or on behalf of the HSII Installing Clients shall in each case be subject to (i) imposed on QuadraMed not settling such claim for an amount in excess of the remaining unapplied reserves with respect to such claim without consulting the Stockholders; and (ii) QuadraMed not changing the lead counsel currently defending any Company Entity as a transferee such claim which is currently in litigation without the consent of the Stockholders, which consent shall not be unreasonably withheld. (b) The Stockholders shall have no liability with respect to the matters described in Section 12.2(a)(i) or successor, by contract or (ii) above unless and until the aggregate amount of Losses pursuant to any Lawsubsections (i) or (ii) equals or exceeds $500,000 (the "First Threshold Amount"). At such time as the aggregate Losses equals or exceeds the First Threshold Amount, which Taxes relate QuadraMed and Acquisition Co. shall be indemnified to an the full extent of all such Losses (including Losses counted in determining whether the aggregate Losses equals or exceeds the Threshold Amount). The Stockholders shall have no liability with respect to the matters described in Section 12(a)(iii) above unless and until the aggregate amount of Losses equals or exceeds $4,050,000 (the "Second Threshold Amount"). At such time as the aggregate Losses pursuant to subsection (iii) equals or exceeds the Second Threshold Amount, QuadraMed and Acquisition Co. shall be indemnified solely to the extent such Losses exceed the Second Threshold Amount. The maximum liability for indemnification by the Stockholders under this Article XII shall in no event or transaction occurring before exceed the ClosingEscrow Fund; provided, however, that this section shall not apply to any intentional misrepresentation or intentional breach by either of the Stockholders of any representation, warranty, covenant or obligation (c) As security for their obligation to indemnify QuadraMed and Acquisition Co. hereunder, concurrently with payment of the Closing Consideration by QuadraMed, the Stockholders shall be liable only place into escrow that number of QuadraMed Shares from the Closing Consideration having an aggregate Fair Market Value equal to $6,000,000 (the "Escrow Fund") pursuant to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book terms and Tax income) on the face conditions of the Final Closing StatementEscrow Agreement, to be held in escrow until final determination of all of QuadraMed's indemnifiable claims hereunder and as security and QuadraMed's sole recourse for the indemnification obligations of the Stockholders hereunder; provided, furtherhowever, that notwithstanding anything upon the expiration of the Survival Period, the amount (if any) by which the Escrow Fund exceeds QuadraMed's reasonable good faith estimate of its maximum exposure to Losses with respect to then-pending claims shall be retained in this Agreement escrow and the balance of the Escrow Fund shall distributed to the contrary Stockholders, provided that with respect to claims based upon Section 12(a)(iii), the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the aggregate remaining amount of the Company Transaction Expenses set forth in Second Threshold Amount (after deducting applicable Losses against the Effective Time Merger Consideration Certificate; or (ginitial Second Threshold Amount) any payment shall be deducted from such estimate of any Dissenters’ Excess Amount due in respect of any Dissenting Sharesits maximum exposure to Losses.

Indemnification by the Stockholders. Subject In the event that the Closing occurs and the Merger is consummated and becomes effective, and subject to Sections 12.04 through 12.08the limitations expressly set forth in Section 9.5 hereof, the Stockholders shalleach Series G Holder will severally (based on such Series G Holder's Pro Rata Share), jointly and severallynot jointly, indemnify indemnify, defend and hold harmless Parent, Merger Subthe Purchaser, each Company Entity of the Purchaser's Affiliates, the Surviving Corporation and each of their respective directors, officers, directorsemployees, agents or Affiliatesagents, consultants, attorneys, advisors and representatives (collectively, the "Purchaser Indemnified Parties") from and against any and all Losses incurred or suffered by the Purchaser Indemnified Parties directly or incurred by any such party by reason of or indirectly arising out of of, relating to or resulting from any of the following: (a) the : any inaccuracy in or breach by the Company of any representation or warranty contained herein or in any document or instrument delivered by of the Company contained in connection with this Agreement or Agreement, other than the other Transaction Documents, or the failure of any such representation or warranty representations and warranties referred to be true and correct when made or deemed made; 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 or non-fulfillment of any covenant or agreement of the Company contained in this Agreement Agreement, including without limitation Sections 2.2(a) and 2.2(b) hereto; any error or in understatement of any document liabilities or instrument delivered by amounts payable that were used to compute the Company in connection with this Agreement or the other Transaction Documents; (c) Net Merger Consideration, including without limitation any claim or demand claims for payment (whether asserted by any a Person (other than who is a Stockholder to the extent or other security holder of his, her or its Ownership Percentage) asserting any equity interest in 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 3.9 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 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 (it being understood that any such Losses will not include the Pro Rata Share of the Net Merger Consideration such asserting or recovering Stockholder would have received pursuant to Section 2.1(b) of this Agreement in the Merger in respect of the Merger; (d) all Taxes 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 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 only be taken into account in determining whether a breach of or 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 non-payment thereof) 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 Company Entities for a Pre-Closing Tax Periodbreach, (ii) all Taxes of any member of an affiliated, consolidated, combined event or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or circumstance giving rise to such Losses prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or waived any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only condition to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting Sharesrelated thereto.

Indemnification by the Stockholders. Subject (a) Each Stockholder shall, subject to Sections 12.04 through 12.08, the Stockholders shallprovisions of this Article VI, jointly and severallyseverally (subject to Sections 6.4(b) and 6.7 below), indemnify the Buyer in respect of, and hold the Buyer harmless Parentagainst, Merger Sub, each Company Entity and their respective officers, directors, agents or Affiliates, from and against any and all Losses debts, obligations and other liabilities, monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of third party investigators, fees and expenses of outside attorneys, accountants, financial advisors and other third party experts, and other third party expenses of litigation) (collectively, the "Losses") incurred or suffered by the Buyer or incurred by any such party by reason of or arising out of any SND in connection with each and all of the following: (ai) the any misrepresentation or breach by the Company of any representation or warranty contained herein or in any document or instrument delivered made by the Company Stockholders or SND pursuant to Article III in connection with this Agreement or (including the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed madeDisclosure Schedules); (bii) the any breach or non-fulfillment of any covenant covenant, obligation or agreement of the Company Stockholders or SND contained in this Agreement or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents; (c) any claim or demand by any Person (other than a Stockholder to the extent of hisAgreement, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all Taxes (or the non-payment thereof) of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that any Losses resulting from a claim relating to a breach by a Stockholder of the Stockholders provisions of Section 5.7 shall be liable only to the extent that recoverable solely as against such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any breaching Stockholder; (fiii) any claim tax liabilities or demand obligations of SND relating to periods ending on or before the Closing Date including any taxes related to the 338(h)(10) election (other than the payments contemplated by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; orSection 1.2(a)(ii) above); (giv) any payment tax liabilities arising from or related to the change in SND's status from a C-corporation to an S-corporation; and (v) any liabilities or obligations with respect to any past or present subsidiary of SND. (b) Each Stockholder shall severally indemnify the Buyer in respect of, and hold the Buyer harmless against, any and all Losses incurred or suffered by the Buyer or SND resulting from, relating to or constituting any misrepresentation or breach of any Dissenters’ Excess Amount due in respect representation or warranty made by such Stockholder pursuant to Article II of any Dissenting Sharesthis Agreement.

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08, the The Stockholders shall, jointly on a several and severallynot joint basis, indemnify the Buyer in respect of, and hold it harmless Parentagainst, Merger Sub, each Company Entity and their respective officers, directors, agents or Affiliates, from and against any and all Losses Damages incurred or suffered by the Buyer or incurred by any such party by reason of Affiliate thereof resulting from, relating to or arising out of any of the followingconstituting: (a) the any inaccuracy in or breach by the Company of any representation or warranty contained herein or in any document or instrument delivered by of the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed madeFundamental Representations; (b) the breach or non-fulfillment of any failure to perform any covenant or agreement of the Company (to the extent the Company’s performance is to occur prior to or at the Closing) or the Stockholders contained (i) in this Agreement or Agreement, including without limitation in relation to Stockholders’ ISRA Compliance undertakings set forth in Section 5.7 and any document or instrument delivered Damages incurred by the Company Buyer in connection with this Agreement or a Buyer Remediation Assumption, and (ii) in the other Transaction Documents;General Release. (c) any claim or demand by any Person (i) Taxes of the Stockholders (other than Taxes incurred by the Stockholders as a Stockholder to the extent result of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all Taxes (or the non-payment thereofan election under Section 338(g) of the Company Entities for a Pre-Closing Tax PeriodCode filed by the Buyer with respect to any Taxpayer), (ii) all Taxes of the Taxpayers for any taxable period (or portion thereof) ending on or prior to the Closing Date (other than Taxes incurred by the Taxpayers as a result of an election under Section 338(g) of the Code filed by the Buyer with respect to any Taxpayer), (iii) Tax imposed on any Taxpayer by reason of having been a member of an affiliated, consolidatedcombined, combined consolidated or unitary group with another Person on or prior to the date hereof by reason of which any of the Company Entities Treasury Regulations Section 1.1502-6 (or any predecessor analogous or similar provision of Law) by reason of Contract, assumption, transferee or successor liability, operation of Law or otherwise, (iv) “applicable employment taxes” deferred by any Taxpayer under Section 2302 of the foregoingCARES Act with respect to any taxable period (or portion thereof) is or was a member ending on or prior to the Closing Date, including pursuant and (v) Taxes of the Taxpayers for any taxable period (or portion thereof) beginning after the Closing Date as a result of deferred revenue reported in the Financial Statements; (d) (i) any amount of Indebtedness outstanding as of immediately preceding the Closing to Treasury Regulation §1.1502-6 or any analogous or similar state, localthe extent not paid concurrent with the Closing, or foreign law or regulation, and (iiiii) any and all Taxes of any Person (other than Company Expenses to the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before extent not paid concurrent with the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities;and (e) any brokerage claims for indemnification against Buyer, the Company or finder’s fees their respective Affiliates by current or commissions former directors or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount officers of the Company Transaction Expenses set forth (the “Covered D&Os”) for any Damages collectible from the Covered D&Os arising out of or pertaining to any action or omission or alleged action or omission prior to the Closing by the Covered D&Os in their capacity as a director or officer of the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting SharesCompany.

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08, Each of the Stockholders shall, shall jointly and severallyseverally indemnify the Buyer in respect of, indemnify and hold it harmless Parentagainst, Merger Sub, each Company Entity and their respective officers, directors, agents or Affiliates, from and against any and all Losses debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) ("Damages") incurred or suffered by the Surviving Corporation or incurred by the Buyer or any such party by reason of Affiliate thereof, at any time prior to or arising out of any of after the followingEffective Time, resulting from, relating to or constituting: (a) the any misrepresentation, breach by the Company of any representation warranty or warranty contained herein or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of perform any covenant or agreement of the Company or any Stockholder contained in this Agreement or Agreement; (b) any failure of a Stockholder to have good, valid and marketable title to the issued and outstanding Common Shares issued in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documentsname of such Stockholder, free and clear of all Security Interests; (c) any claim by a stockholder or demand by former stockholder of the Company or a Subsidiary, or any Person other person or entity, seeking to assert, or based upon: (i) ownership or rights to ownership of any shares of stock of the Company or a Subsidiary; (ii) any rights of a stockholder (other than a Stockholder the right to receive the extent Merger Consideration pursuant to this Agreement or rights to fair value under the applicable provisions of histhe Maryland Law), her including any option, preemptive rights or its Ownership Percentagerights to notice or to vote; (iii) asserting any equity interest in rights under the charter or bylaws of the Company or a Subsidiary; (iv) any other claim in respect of that his or her shares were wrongfully repurchased by the MergerCompany; or (v) any Option; (d) all Taxes (or the non-payment thereof) of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than sales Taxes) incurred by the Company Entities) imposed on any Company Entity Company, the Subsidiaries or the Surviving Corporation as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face result of the Final Closing Statement; provided, further, that notwithstanding anything in transactions contemplated by this Agreement failing to the contrary the Stockholders shall reimburse Parent for any Taxes qualify as a reorganization under Section 368 of the Company Entities which are the responsibility Code, other than as a result of any misrepresentation or breach of warranty of the Stockholders pursuant Buyer contained in Section 3.10 of this Agreement or any failure to perform any covenant or agreement of the Buyer contained in Section 4.7(a) or Section 4.7(c) of this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company EntitiesAgreement; (e) any brokerage and all Taxes (other than sales Taxes) required to be shown on a Pre-Closing Return or finder’s fees attributable to a Pre-Closing Straddle Period, except to the extent such Taxes were incurred as a result of any misrepresentation or commissions or similar payments due in respect breach of warranty of the transactions contemplated hereto based on contracts or understandings with any Company Entity Buyer contained in Section 3.10 of this Agreement or any Stockholderfailure to perform any covenant or agreement of the Buyer contained in Section 4.7(a) or Section 4.7(c) of this Agreement; (f) subject to Section 6.4(b) of this Agreement, any claim and all sales Taxes due and payable by the Company, the Subsidiaries, the Surviving Corporation or demand by the Stockholders for any Person seeking payment in connection with taxable period that ends on or before the Closing Date and any Company Transaction Expenses in excess of and all sales Taxes attributable to the amount operations of the Company Transaction Expenses set forth in on or before the Effective Time Merger Consideration CertificateClosing Date; or - 45 - 50 (g) any payment the maintenance or termination of any Dissenters’ Excess Amount due in respect of any Dissenting Shares.the Pension Plan; or

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08, the The Stockholders shall, jointly and severally, indemnify and hold harmless Parentthe Company, Merger Sub, each Company Entity Buyer and their respective subsidiaries and affiliates and persons serving as officers, directors, agents partners or Affiliates, employees thereof (individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any damages, liabilities, losses, Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) fines, penalties, costs, and all Losses suffered expenses (including, without limitation, reasonable fees of counsel) of any kind or incurred by any such party by reason of nature whatsoever, whether or not arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the foregoing, (collectively, "Losses") which may be sustained or suffered by any of them arising out of or based upon any of the followingfollowing matters: (a) the fraud, intentional misrepresentation or a deliberate or willful breach by the Company or any Stockholder of any representation of their representations, warranties or warranty contained herein covenants under this Agreement or in any document certificate, schedule or instrument exhibit delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed madepursuant hereto; (b) the any other breach or non-fulfillment of any representation, warranty or covenant or agreement of the Company contained in or any Stockholder under this Agreement or in any document certificate, schedule or instrument exhibit delivered pursuant hereto, or by the Company in connection with this Agreement reason of any claim, action or the other Transaction Documents;proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations, warranties or covenants; and (c) any claim liability of the Company for Taxes (except any tax liability incurred as a result of any tax audit referenced in Section 2.8) arising from an event or demand by any Person (other than a Stockholder transaction prior to the extent of his, her Closing which have not been paid or its Ownership Percentage) asserting any equity interest in provided for or reserved against by the Company or a Subsidiary, including without limitation, any other claim increase in respect Taxes due to the unavailability of any loss or deduction claimed by the Merger;Company. (d) all Taxes (or Notwithstanding the non-payment thereof) of the Company Entities foregoing, no Stockholder shall be responsible for a Pre-Closing Tax Period, (ii) all Taxes more than 20% of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting SharesLosses.

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08, the The Stockholders shall, shall jointly and severallyseverally (or, in the case of the representations and warranties in Article V, severally and not jointly) indemnify and hold harmless Parent, Merger Sub, defend each Company Entity and their respective officers, directors, agents or Affiliates, Mattress Firm Indemnitee from and against against, and hold each Mattress Firm Indemnitee harmless from, any and all Losses suffered Damages that any Mattress Firm Indemnitee may suffer or incurred by any such party by reason of or incur based upon, arising out of of, relating to or in connection with any of the following:following (whether or not in connection with any third party claim): (a) the breach by the Company inaccuracy of any representation or warranty contained herein made by any Stockholder in or in any document or instrument delivered by the Company in connection with pursuant to this Agreement or the other Transaction Documents, or the failure in respect of any such claim made based upon facts alleged that, if true, would make any representation or warranty to be true and correct when made or deemed madeinaccurate; (b) the breach failure by any Stockholder to perform or non-fulfillment of to comply with any covenant or agreement of the Company contained obligation in this Agreement that is required to be performed or in complied with by any document or instrument delivered by the Company in connection with this Agreement or the other Transaction DocumentsStockholder; (c) any claim the conduct of the business of Elite at or demand by any Person (other than a Stockholder prior to the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the MergerClosing; (d) all Taxes (with respect to any Pre-Closing Period for which Elite or the non-payment thereof) Surviving Corporation, as successor, is or may be liable and the effect, if any, on Mattress Firm, the Surviving Corporation or any of their Affiliates in any period that ends after the Company Entities for Closing Date of an adjustment in a Tax Return of Elite that relates to a Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only Period to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) are not reflected on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company EntitiesFinancial Statements; (e) any brokerage failure of Elite to properly withhold Taxes or finder’s fees pay employment Taxes required to be withheld or commissions paid by Elite, Newco, Mattress Firm or similar payments due in the Surviving Corporation with respect of to compensation to the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder;Stockholders resulting from the Reorganization; and (f) any claim withholding or demand employment Taxes required to be paid by any Person seeking payment in connection with any Company Transaction Expenses in excess Elite, Newco, Mattress Firm or the Surviving Corporation as a result of the amount treatment of the Company Transaction Expenses set forth in the Effective Time Merger Acquisition Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting Sharesas compensation.

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08the limitations set forth in this ARTICLE IX, from and after the Closing Date, the Stockholders shall, jointly and shall severally, and not jointly, in accordance with their Pro Rata Basis set forth on Exhibit A attached hereto, indemnify the Buyer and hold harmless Parent, Merger Sub, each Company Entity and their respective officersits Affiliates, directors, agents or Affiliatesofficers, from managers, agents, employees and against successors and permitted assigns (each a “Buyer Indemnified Party” and collectively the “Buyer Indemnified Parties”) in respect of, and hold each of them harmless against, any and all Losses Damages incurred or suffered or incurred by any such party by reason of Buyer Indemnified Party directly or arising out of any of the followingindirectly resulting from, relating to or constituting: (a) the breach by the Company any failure of any representation or warranty of the Company or a Stockholder contained herein in this Agreement (including in any schedule or exhibit attached hereto, or in any certificate, document or instrument delivered by the Company in connection with this pursuant hereto) or any Ancillary Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed madeas of the date of this Agreement and as of the Closing; (b) any failure of the breach Company or non-fulfillment of a Stockholder to perform fully any covenant or agreement of the Company or such Stockholder contained in this Agreement (including in any schedule or exhibit attached hereto, or in any certificate, document or instrument delivered by the Company in connection with this Agreement pursuant hereto) or the other Transaction Documentsany Ancillary Agreement; (c) any claim or demand by any Person holder of equity securities in the Company or any Subsidiary of the Company (including the Stockholders) or former holder of equity securities in the Company or any Subsidiary of the Company, or any other Person, seeking to assert, or based upon: (i) the ownership or rights to ownership of any shares of stock or other equity securities of the Company; (ii) any rights of a stockholder or holder of equity securities (other than the right to receive a Stockholder portion of the Purchase Price pursuant to this Agreement), including any option, warrant, preemptive rights or rights to notice or to vote or any claim for or arising out of an actual or alleged breach of fiduciary duty; (iii) any rights under the extent of Organizational Documents; or (iv) any claim that his, her or its Ownership Percentage) asserting any equity interest in shares were wrongfully repurchased by the Company or any other claim in respect of the MergerCompany; (d) all any Closing Indebtedness, except to the extent that such Closing Indebtedness was taken into account for purposes of computing the Purchase Price; (e) any Unpaid Company Transaction Expenses, except to the extent that such Unpaid Company Transaction Expenses were taken into account for purposes of computing the Purchase Price; (f) any (i) Taxes (or the non-payment thereof) of due and payable by the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member Stockholders (including capital gains Taxes arising as a result of an affiliated, consolidated, combined the transactions contemplated by this Agreement) or unitary group of which any of their Affiliates (excluding the Company) for any Tax period, (iii) Taxes for which the Company Entities (or has any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Liability under Treasury Regulation §Section 1.1502-6 (or any analogous a comparable or similar provision of state, local, or foreign law or regulationlaw), and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Lawcontractual obligation or otherwise as a result of being a member of an affiliated group, or (iv) Taxes imposed on or payable by third parties with respect to which Taxes relate the Company has an obligation to an event indemnify such third party pursuant to a transaction consummated, on or transaction occurring before prior to the Closing; provided, however, that the Stockholders there shall be liable only no indemnification hereunder to the extent that any such Taxes exceed were taken into account as Indebtedness or a Current Liability in the amount, if any, reserved for such Taxes computation of Final Net Working Capital; (excluding g) (i) any reserve for deferred Taxes established to reflect timing differences between book and Tax income“excess parachute payment” (within the meaning of Section 280G(b) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement Code and not deductible pursuant to Section 280G(a) of the Code) made by the Company or any of the Subsidiaries on or prior to the contrary Closing Date or otherwise required to be paid by the Stockholders shall reimburse Parent for Buyer or the Company (following the Closing) or any Taxes of the Company’s Subsidiaries pursuant to Contracts or Company Benefit Plans entered into or adopted on or prior to the Closing Date and (ii) any Damages related to or in respect of a Company Benefit Plan arising out of the Company Entities which are being or having been an ERISA Affiliate of any Person other than the responsibility Company’s Subsidiaries; (h) any claim, allegation or assertion that the operation of the Stockholders Company’ business, or the development, manufacture, marketing, distribution, import or sale of any Customer Offering developed by the Company prior to the Closing Date, infringes, misappropriates or otherwise violates any Intellectual Property or other proprietary rights of any third party; (i) the infringement, misappropriation, dilution or other violation by any third party of the Company Source Code or any Intellectual Property rights therein; (j) the Network Intrusion Matter and/or Other Cybersecurity Matters; and (k) defending any Third-Party Claim alleging the occurrence of facts or circumstances that, if true, regardless of the outcome of such defense, would entitle a Buyer Indemnified Party to indemnification pursuant to any of the other provisions of this Section 9.2; provided that the obligations of each Stockholder (together with such Stockholder’s respective associated Indemnifying Parties) under this Section 9.2 shall be several and not joint (and not in accordance with the Stockholders’ Pro Rata Basis) and each Stockholder shall be fully responsible for all Damages to the extent such Damages, after taking into account all other Damages incurred by the Buyer Indemnified Parties hereunder that are indemnifiable pursuant to this Section 12.02(d9.2 (i) within five are in excess of an amount equal to the General Escrow Cap (5as defined below) business days after payment and (b) arise out of, result from or constitute: (A) any failure of any representation or warranty of such Taxes by Parent or Stockholder contained in ARTICLE IV of this Agreement to be true and correct as of the Company Entitiesdate of this Agreement and as of the Closing; (eB) any brokerage failure of such Stockholder to perform fully any covenant or finder’s fees agreement of such Stockholder contained in Section 6.3, Section 6.7, Section 6.8, Section 6.9, Section 6.10, or commissions or similar payments due in respect Section 6.14 of this Agreement; or (C) Taxes of such Stockholder (including capital gains Taxes arising as a result of the transactions contemplated hereto based on contracts or understandings with any Company Entity by this Agreement) or any of such Stockholder; ’s Affiliates (fexcluding the Company) for any Tax period. In the event that a claim for indemnification pursuant to this Section 9.2 may be made under multiple subsections of Section 9.2, the Buyer Indemnified Party shall be entitled to bring such claim under any such subsection, with such claim being subject only to the time limitations associated with that subsection, provided, however, that any payments with respect to any Security Indemnity Claim or any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess for indemnification pursuant to this Section 9.2 that could be made as a Security Indemnity Claim, regardless of the amount subsection of this Section 9.2 under which such claim is made, shall be paid exclusively out of the Company Transaction Expenses account within the Escrow Fund relating to the Special Escrow Amount and not the account with the Escrow Fund relating to the General Escrow Amount, and shall be subject to the Special Escrow Cap as set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting SharesSection 9.7(a)(iv).

Indemnification by the Stockholders. Subject to Sections 12.04 through 12.08From and after the Closing, the Stockholders shallBuyer, jointly and severallythe Company, indemnify and hold harmless Parent, Merger Sub, each Company Entity the Company’s Subsidiaries and their respective officersAffiliates (collectively, directors, agents or Affiliates, the “Tax Indemnified Buyer Parties”) shall be indemnified out of the Buyer Holdback Amount pursuant to Section 11.3 against and held harmless from and against any and all Losses suffered or incurred by any such party by reason of or (each a “Tax Loss” and collectively, the “Tax Losses”) arising out of any of the following: (ai) the breach by the Company of any representation or warranty contained herein or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty to be true and correct when made or deemed made; (b) the breach or non-fulfillment of any covenant or agreement Taxes of the Company contained in this Agreement or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents; (c) any claim or demand by any Person (other than a Stockholder to the extent of his, her or its Ownership Percentage) asserting any equity interest in Subsidiaries for periods or portions thereof ending on or before the Company or any other claim in respect of the Merger; Closing Date (d) all Taxes (or the non-payment thereof) of the Company Entities for a “Pre-Closing Tax Period, (iiTaxes”) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any in excess of the Company Entities (or any predecessor amount of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity that are included as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes Current Liabilities (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income, and net of any Taxes included in Current Liabilities) on in the face calculation of the Final ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (▇▇) Taxes attributable to any reduction to the NOLs or the 197 Attributes as set forth on Schedule 4.11(o) resulting from an audit, examination, or the filing of an amended Tax Return, in each case, with respect to a pre-closing period; (iii) Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries is or was a member on or prior to the Closing StatementDate by reason of Liability under Treasury Regulation Section 1.1502-6, Treasury Regulation Section 1.1502-78 or comparable provision of Law, (iv) without duplication, Taxes imposed on a Tax Indemnified Buyer Party as a result of (x) a breach of a representation or warranty set forth in Section 4.11 or (y) a breach of a covenant or agreement set forth in Article VI; provided that for purposes of this clause (iii) of this Section 7.3(a) only, any breach of a representation, warranty, covenant or agreement shall be determined without reference to any materiality qualifier with respect thereto, (v) Taxes arising out of any transactions contemplated by this Agreement other than Taxes attributable to a breach by the Buyer or any Affiliate of the Buyer of a Buyer representation, warranty or covenant in this Agreement and (vi) Taxes or other payments required to be paid after the date hereof by the Company or any of its Subsidiaries to any party under any Tax Sharing Agreement (whether written or not) or by reason of being a successor-in-interest or transferee of another entity; provided, furtherhowever, that notwithstanding anything in this Agreement there shall be no right to indemnification for any Tax to the contrary extent such Tax was paid or deposited on before the Stockholders shall reimburse Parent for any Taxes Closing Date or included as a Current Liability in the calculation of the Company Entities which are Aggregate Exchange Buyer Series A Preferred Stock. The obligation under this Section 7.3(a) shall continue in full force and effect for 24 months following the responsibility Expiration Date. Notwithstanding the preceding sentence of this Section 7.3(a), if the Stockholders Buyer or the Representative, as applicable, delivers written notice to the other party of a claim for indemnification for a breach of any representations, warranties, covenants or agreements set forth herein or in any document delivered pursuant to this Section 12.02(d) Agreement within five (5) business days after payment of the applicable Expiration Date, such Taxes by Parent claim shall survive until finally resolved or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting Sharesjudicially determined.

Indemnification by the Stockholders. Subject In addition to the provisions contained in Sections 12.04 through 12.088.2(a), after exhaustion of the Escrow Fund, the Stockholders shall, jointly and severally, indemnify reimburse, indemnify, defend and hold harmless ParentBuyer and its Affiliates (including the Company) for any Losses incurred by Buyer, Merger Sub, each Company Entity and their respective its officers, directors, agents or AffiliatesAffiliates (including the Company) , from in each case net of insurance proceeds if and against any and all Losses suffered when received by such Person in connection with such Losses, directly or incurred by any such party by reason of or arising out of any of the followingindirectly as a result of: (ai) the any inaccuracy in, or breach by the Company of any of, a representation or warranty of the Company or the Stockholders contained herein (or in any certificate, instrument, schedule or document or instrument attached to this Agreement and delivered by the Company in connection with this Agreement or the other Transaction Documents, or the failure of any such representation or warranty Stockholders pursuant to be true and correct when made or deemed madethis Agreement); (b) the breach or non-fulfillment of any covenant or agreement of the Company contained in this Agreement or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction Documents; (cii) any claim or demand failure by any Person (other than a Stockholder to the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the MergerStockholder to perform or comply with any covenant contained herein; (diii) all Taxes any claims or liabilities of any type with respect to, related to or arising from HBV (including without limitation any rent or other amounts owed with respect to the non-payment thereofHuntsville Office and any amounts owed for compensation of employees compensated by HBV), or any of the other companies identified in Section 8.2(a)(iii); (iv) any Losses arising from the matters disclosed on Schedules 2.20, 2.25(d) and 8.2; (v) any liability or obligation (A) of the Company Entities for a Pre-any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax Periodyear beginning before and ending after the Closing Date to the extent allocable to the portion of such period beginning before and ending on the Closing Date), and (iiB) all of the Company for the unpaid Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Company Entities Person under Treasury Regulation ss.1.1502-6 (or any predecessor similar provision of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulationLaw), and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract contract, or pursuant otherwise; or (vi) any claims or liabilities of any type of the Company with respect to periods on or prior to the Closing Date other than any Lawliability set forth in Schedule 2.8 of the Company Schedules, which Taxes relate to an event any liability fully disclosed, reflected or transaction occurring before reserved against in the ClosingCompany Balance Sheet or the Company Unaudited Financial Statements and any liability that has arisen in the ordinary course of the Company's business consistent with past practices since the Most Recent Balance Sheet Date; provided, however, that the Stockholders maximum amount of Losses for which any Stockholder shall be liable only under Section 8.3(i) shall equal the product of (x) the percentage of such Stockholder's pro rata share of the issued and outstanding stock of the Company as set forth on the Capitalization Table to be delivered pursuant to Section 7.3(k) and (y) the Base Consideration (less any amounts reimbursed to Buyer or any other person pursuant to this Agreement from the Escrow Fund) (other than with respect to claims for infringement of any intellectual property right, in which event the maximum amount of Losses for which any Stockholder shall be liable under Section 8.3(i) shall equal the product of (x) the percentage of such Stockholder's pro rata share of the issued and outstanding stock of the Company as set forth on the Capitalization Table and (y) the sum of the Base Consideration (less any amounts reimbursed to Buyer or any other person pursuant to this Agreement from the Escrow Fund) plus any Additional Consideration actually paid to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing StatementStockholders); provided, further, however, that notwithstanding anything the foregoing limitations shall not apply in this Agreement to the contrary the Stockholders shall reimburse Parent for any Taxes case of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes a claim by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity Buyer or any Stockholder; of its Affiliates (fincluding the Company) relating to any claim representation or demand by warranty which was known to any Person seeking payment in connection with any Company Transaction Expenses in excess of the amount of the Company Transaction Expenses set forth in the Effective Time Merger Consideration Certificate; or (g) any payment of any Dissenters’ Excess Amount due in respect of any Dissenting SharesStockholder to be false or materially inaccurate when made.

Indemnification by the Stockholders. Subject From and after the Effective Time (but subject to Sections 12.04 through 12.08Section 9.1), each Effective Time Holder (collectively, the Stockholders shall“Indemnitors”), jointly severally and severallynot jointly, indemnify and shall hold harmless Parent, Merger Sub, and indemnify each Company Entity and their respective officers, directors, agents or Affiliates, of the Indemnitees from and against against, and shall compensate and reimburse each of the Indemnitees for, any and all Losses Damages which are directly or indirectly suffered or incurred by any such party by reason of the Indemnitees or arising out of to which any of the followingIndemnitees may otherwise directly or indirectly become subject (regardless of whether or not such Damages relate to any third party claim) and which arise directly or indirectly from or as a result of, or are directly or indirectly connected with: (ai) the any inaccuracy in or breach by the Company of any representation or warranty contained herein or in any document or instrument delivered made by the Company in connection with this Agreement as of the date of this Agreement (without giving effect to: (i) any materiality or similar qualification limiting the other Transaction Documents, scope of such representation or warranty; or (ii) any update of or modification to the failure Disclosure Schedule made or purported to have been made on or after the date of this Agreement); (ii) any inaccuracy in or breach of any representation or warranty made by the Company: (i) in this Agreement as if such representation or warranty was made on and as of the Closing; or (ii) in the Company Closing Certificate (in each case, without giving effect to: (A) any materiality or similar qualification limiting the scope of such representation or warranty; or (B) any update of or modification to be true and correct when the Disclosure Schedule made or deemed madepurported to have been made on or after the date of this Agreement); (biii) any inaccuracy in or breach of any representation or warranty set forth in the Merger Consideration Certificate; (iv) any breach or non-fulfillment of any covenant or agreement obligation of the Company contained in this Agreement or in any document or instrument delivered by the Company in connection with this Agreement or the other Transaction DocumentsAgreement; (cv) any claim or demand the exercise by any Person (other than a Stockholder to the extent of his, her or its Ownership Percentage) asserting any equity interest in the Company or any other claim in respect of the Merger; (d) all Taxes (or the non-payment thereof) stockholder of the Company Entities for a Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of such stockholder’s appraisal rights under the Company Entities (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Company Entities) imposed on any Company Entity as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that the Stockholders shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Closing Statement; provided, further, that notwithstanding anything in this Agreement to the contrary the Stockholders shall reimburse Parent DGCL for any Taxes of the Company Entities which are the responsibility of the Stockholders pursuant to this Section 12.02(d) within five (5) business days after payment of such Taxes by Parent or the Company Entities; (e) any brokerage or finder’s fees or commissions or similar payments due in respect of the transactions contemplated hereto based on contracts or understandings with any Company Entity or any Stockholder; (f) any claim or demand by any Person seeking payment in connection with any Company Transaction Expenses amount in excess of the amount of the Company Transaction Expenses set forth what is payable by Parent in the Effective Time Merger Consideration Certificateaccordance with Section 1.5 hereof; or (gvi) any payment Legal Proceeding relating to any breach or alleged breach or any other matter of the type referred to in clause “(i),” “(ii),” “(iii),” “(iv)“ or “(v)” above (including any Dissenters’ Excess Amount due in respect Legal Proceeding commenced by any Indemnitee for the purpose of enforcing any Dissenting Sharesof its rights under this Section 9).