Common use of By the Seller Clause in Contracts

By the Seller. Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

By the Seller. Subject to Section 7.1(E) hereof, the The Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective the Buyer's shareholders, directors, officers, partners, agents and employees (and in the event the Buyer assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assignee) (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilitiesLiabilities, deficiencies, claims and expenses, including interest, penalties, reasonable attorneys' fees and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach (or in the event any third party alleges facts that, if true, would mean the Seller has breached), of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby delivered pursuant to this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under or his Affiliates pursuant to the terms of this Agreement; provided, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties. Notwithstanding anything to the contrary contained herein, and (iii) Seller shall not have any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, indemnification obligation arising out of or based upon any untrue statement or alleged untrue statement Damages that might arise out of a Material fact relating the failure to obtain consents from the landlords of the various real property leases set forth in (S)4A(c) of the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredDisclosure Schedule.

By the Seller. Subject In connection with any Shelf Registration Statement in which Seller is participating, Seller will furnish to Section 7.1(EParent in writing information regarding Seller’s ownership of Registrable Securities and its intended method of distribution thereof and, to the fullest extent permitted by law, shall indemnify (i) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholdersits affiliates, directors, officers, partnersemployees, representatives and agents and employees (collectively, the "Buyer “Parent Indemnified Parties"Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Parent Indemnified Person, in each case, from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based uponLosses caused by, arising out of, or otherwise in respect of any liability or obligation of the Business resulting from, based on or relating to the Assets (aA) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the any Shelf Registration Statement Statement, Prospectus or any prospectus forming a part thereof, preliminary Prospectus or any amendment thereof or supplement thereto, or arising out of any documents incorporated therein by reference, or based upon (B) any omission or alleged omission to state therein a Material material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided howeverin each case, that such indemnity shall not inure to the benefit of Parent and Buyer only to the extent such untrue statement (or alleged untrue statement) was made inthat the same are caused by any information furnished in writing by any Seller Indemnified Person expressly for inclusion therein. Notwithstanding the foregoing, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information shall not be liable to Parent and Parent's counsel for inclusion amounts in excess of the amount received by Seller in the Final Prospectus, and offering or sale giving rise to such information was not included or properly deliveredliability.

By the Seller. Subject The Seller hereby agrees to Section 7.1(E) hereof, the Seller shall indemnify, save, defend indemnify and hold harmless each of the Parent Buyer, its affiliates and Buyer and their its respective shareholders, directors, officers, partnersemployees, agents and employees representatives (collectively, the "“Buyer Indemnified Parties"Indemnitees”) from and against any and all costsactions, lawsuitsclaims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, liabilitiesdues, deficienciesassessments, claims and expensestaxes, including interestfines, fees, penalties, attorneys' fees and all amounts paid in investigationsettlement, defense costs or settlement of expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “Loss” and collectively, “Losses”) that any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective DateBuyer Indemnitees may incur, or the inaccuracy of any representation as of the Effective Dateto which it, made by the Seller in he or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based uponshe may become subject, arising out of, resulting from or otherwise in respect relating to: (i) any misrepresentation or breach of any warranty of Seller contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; (ii) any breach of any covenant of Seller contained in this Agreement; (iii) any debt, liability or obligation of Seller other than the Business or relating to Assumed Liabilities; and (iv) the operations of the Purchased Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

By the Seller. Subject Seller agrees to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer defend Buyer, its affiliates and their respective shareholdersofficers, directors, officersprincipals, partnersagents, agents employees or other authorized representatives, successors and employees (collectivelyassigns, the "Buyer Indemnified Parties") from and against any and all costscosts and losses, lawsuits, lossesincluding without limitation Taxes, liabilities, obligations, damages, deficiencies, claims actions, claims, demands, and expensesexpenses (whether or not arising out of third-party claims), including interest, penalties, and reasonable attorneys' ’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"“Losses”), (i) asserted, incurred in connection with or with, arising out of or of, resulting from or incident to (i) any breach of any covenant, breach of representation or warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreementsin any certificate or other closing document delivered pursuant to this Agreement (each representation and warranty being read for this purpose without regard to any “materially,” “Material Adverse Effect,” “in any material respect” or similar exception or qualifier contained in any such representation or warranty); (ii) any failure by Seller to perform or observe any covenant, agreement or any other agreement contemplated hereby condition to be performed or observed by it under this Agreement or in any schedule, certificate, exhibit, certificate or other instrument furnished or closing document delivered pursuant to be furnished by the Seller under this Agreement; (iii) any acts or omissions of Seller relating to the operations, (ii) based uponownership, arising out of, condition or otherwise in respect of any liability or obligation conduct of the Business or relating to and the Assets (a) relating to any period prior to the Effective DateClosing, other than those Damages based upon whether or arising out of the Assumed Liabilities, or not disclosed in any Schedule to this Agreement; and (biv) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the any Excluded Liability. Seller shall not be liable responsible for indemnifying Buyer against any such Damages costs or losses related to the extent, if any, such Damages result from or arise out breach of a breach representation or violation warranty of which Buyer had actual knowledge on the Closing Date; provided, however, that (i) Buyer acknowledges and agrees that, to the extent that Buyer or any of Buyer’s equity owners, managers, directors, employees or agents, including without limitation Xxx Xxxxxxx and Xxxxxx Xxxxxx, knew or should have known that any representation and warranty made by Seller in or pursuant to this Agreement by or in any Buyer Indemnified Partiescertificate or other closing document delivered pursuant to this Agreement is or might be inaccurate or untrue, Seller shall have no indemnification obligations under this Section 5.02(a) or otherwise, and (iiiii) this sentence constitutes a complete release and waiver of any liability under the Securities Actand all liabilities, the Exchange Act obligations, damages, deficiencies, actions, claims, demands, expenses (whether or other federal or state not arising out of third-party claims) and rights to indemnity, whether in law or regulationin equity, at common law against Seller by Buyer, or otherwiseby any person claiming through Buyer, arising out of or based upon any untrue statement or alleged untrue statement breach of a Material fact relating to the Seller, such representation and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredwarranty.

By the Seller. Subject The Seller and, solely with respect to Section 7.1(E) hereof2.11, the Seller shall indemnify, save, defend Xx. Xxxxxxxx hereby agree to indemnify and hold harmless each of the Parent and Buyer Buyer, its affiliates and their respective shareholders, directors, officers, partnersemployees, agents and employees representatives (collectively, the "Buyer Indemnified PartiesIndemnitees") from and against any and all costsactions, lawsuitsclaims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, liabilitiesdues, deficienciesassessments, claims and expensestaxes, including interestfines, fees, penalties, attorneys' fees and all amounts paid in investigationsettlement, defense costs or settlement of expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a "Loss" and collectively, "Losses") that any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective DateBuyer Indemnitees may incur, or the inaccuracy of any representation as of the Effective Dateto which it, made by the Seller in he or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based uponshe may become subject, arising out of, resulting from or otherwise in respect relating to: (i) any misrepresentation or breach of any warranty of Seller or Xx. Xxxxxxxx contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; (ii) any breach of any covenant of Seller contained in this Agreement; (iii) any debt, liability or obligation of Seller other than the Business or relating to Assumed Liabilities; and (iv) the operations of the Purchased Assets (a) relating to any period prior to the Effective Date. Provided, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller and Xx. Xxxxxxxx shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make indemnify and hold harmless the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer Indemnitees only to the extent that the aggregate amount of all Losses exceeds $50,000, at which xxxx Xxxxxx and, to the extent applicable, Xx. Xxxxxxxx, shall be liable hereunder for Losses in excess of the initial $50,000 and provided further that except for Losses arising from a breach of those representations and warranties in Sections 2.9 and 2.11 hereof, which shall have no such untrue statement (or alleged untrue statement) was made inlimitation, or omission (or alleged omission) occurred in, any preliminary prospectus the aggregate indemnification obligation of Seller and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in Xxxxxxx Xxxxxxxx under this Section 5 shall not exceed the Final Prospectus, and such information was not included or properly deliveredPurchase Price.

By the Seller. Subject Nothing contained in this Agreement shall give the Buyer, directly or indirectly, rights to Section 7.1(E) hereofcontrol or direct the operations of any member of the Seller Group or the Acquired Companies before the Closing Date. Before the Closing Date, the Seller shall, consistent with the terms and conditions of this Agreement, exercise complete control and supervision over the operations of each member of the Seller Group and each Acquired Company. For the avoidance of doubt, the Buyer shall indemnifynot have any right to control or direct the operations of any member of the Seller Group following the Closing Date. Notwithstanding anything to the contrary in this Agreement, saveprior to Closing, defend and hold harmless the Parent and Buyer and their respective shareholdersits Representatives shall not have the right to conduct appraisal or environmental and engineering inspections of the real property used by the members of the Seller Group and the Acquired Companies and none of the Buyer or its Representatives shall have the right to take and/or analyze any samples of any environmental media (including soil, directorsgroundwater, officerssurface water, partnersair or sediment) or any building material or to perform any invasive testing procedure on any building or real property. Without limiting the foregoing, agents and employees notwithstanding anything in this Agreement to the contrary, on the terms and subject to the conditions set forth in this Agreement, the Seller and its Affiliates and Subsidiaries shall take the restructuring steps set forth on Exhibit D (collectively, the "Buyer Indemnified Parties"“Pre-Closing Restructuring”) from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense on or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Closing Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided howeverprovided, that the Seller shall not be liable for any such Damages to amend, restate, supplement or otherwise modify the extent, if any, such Damages result from or arise out Pre-Closing Restructuring without the consent of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to Buyer. If the Seller required or the Acquired Companies desire to take an action which would be stated therein or necessary prohibited pursuant to make this Section 6.1 without the statements therein not misleadingwritten consent of the Buyer, provided however, that prior to taking such indemnity shall not inure action the Seller may request such written consent by sending an e-mail to all of the benefit individuals set forth in Section 6.1 of Parent and the Buyer Disclosure Letter. Any of the individuals set forth in Section 6.1 of the Buyer Disclosure Letter may grant consent on behalf of the Buyer to the extent taking of any action that would otherwise be prohibited pursuant to Section 6.1 by e-mail or such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in other notice that complies with the Final Prospectus, and such information was not included or properly deliveredprovisions of Section 13.5.

By the Seller. Subject to the limitations set forth in this Section 7.1(E7.2(a) hereofand in Section 7.2(c), after the Closing, the Seller shall indemnifywill indemnify the Buyer, save, defend and hold harmless the Parent and Buyer Company and their respective Affiliates (and the Seller shall have no right of contribution or other action against the Company arising out of any breach of a representation, warranty, agreement or covenant by the Company), shareholders, partners, officers, directors, officersemployees, partnersagents, agents and employees representatives, successors (collectively, the "Buyer Indemnified PartiesBUYER INDEMNITEES") and hold the Buyer Indemnitees harmless from and against any loss, liability, deficiency, damage or expense (including reasonable legal expenses and all costs, lawsuits, losses, liabilities, deficiencies, claims costs and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense any cost or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) expense arising from or incurred in connection with any action, suit, proceeding, claim or judgment relating to any matter described in clause (i) or (ii) below, or in enforcing the indemnity provided by this Section 7.2) (any such amount being referred to as a "LOSS") which any Buyer Indemnitee may suffer, sustain or become subject to, as a result of: (i) any breach by the Seller or the Company of any representation, warranty or certification of the Seller or the Company set forth in this Agreement or any certificate delivered by the Seller or the Company in connection with the Closing; (ii) any breach by the Seller at any time, or, by the Company prior to the Closing of any covenant or agreement set forth in this Agreement; (iii) any breach by the Seller at any time, or, by the Company prior to the Closing of any Transaction Document; or (iv) any Loss in connection with any action, suit, proceeding, claim or judgment with any third party arising out of or resulting from any act, error or incident to any breach of any covenant, breach of warranty as omission of the Effective Date, Seller or the inaccuracy of Company prior to Closing; or (v) any representation as of the Effective Date, made by Loss in connection with any unfair labor practice claim against the Seller in or the Company relating to an unfair labor practice that occurred prior to the Closing. Provided that the Seller's liability pursuant to this Agreement or Section 7.2(a) will be subject to the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by following limitations: (A) the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall will not be liable for any such Damages Loss described in Section 7.2(a) above unless and until the aggregate amount of all Losses described in Section 7.2(a) above exceeds One Million Dollars ($1,000,000.) (the "BASKET"), in which event the Seller will be liable for all Losses described in Section 7.2(a) above, without regard to the extentBasket; provided that the Basket will not apply to any Loss incurred as a result of fraud by the Seller or the Company, if anyan intentional breach of any Transaction Document by the Seller or the Company or any inaccuracy or breach by the Company or the Seller of any representations and warranties of which the Seller or the Company had Knowledge at any time prior to Closing or set forth in Sections 3.3(a) (Capital Stock), such Damages result from or arise out 3.7(c) (Ownership of a breach or violation of this Agreement by any Buyer Indemnified PartiesAssets), 3.8 (Taxes), 3.12 (Brokerage), 3.14 (Employee Benefit Plans), 3.18 (Environmental Matters), 3.20 (Undisclosed Liabilities), and 4.3 (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating Title to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereofShares), or any amendment thereof or supplement certification relating thereto, Section 7.2 (a)(v), Section 8.9 (Tax Matters), Section 8.13 (IRC ss.338 Election), or arising out of Section 8.14 (PERS Monitoring), 8.16 (Telephone Switch), or based upon any omission or alleged omission to state therein a Material fact relating adjustment to the Estimated Purchase Price pursuant to this Agreement. (B) the Seller required will not be liable for any Loss described in Section 7.2(a) above unless the Buyer gives the Seller written notice asserting the misrepresentation, breach or other matter in question on or prior to be stated therein the one year anniversary of the Closing Date; provided that this clause (B) will not apply to any Loss incurred as a result of Section 7.2(a)(iv), fraud, any inaccuracy or necessary a breach by the Company or the Seller of any representations and warranties set forth in Sections 3.3(a) (Capital Stock), 3.7(c) (Ownership of Assets), 3.8 (Taxes), 3.18 (Environmental Matters) and 4.3 (Title to make the statements therein not misleadingShares) or any certification relating thereto, provided howeverfurther that the Seller will not be liable for any Loss described in Section 7.2(a) above in connection with any breach of the representations and warranties contained in Sections 3.3(a), that such indemnity shall not inure 3.7(c), 3.8, 3.18 or 4.3 or any certification relating thereto, unless the Buyer gives the Seller written notice asserting the misrepresentation, breach or other matter in question on or prior to the benefit end of Parent the applicable statute of limitations after which period such representation and Buyer warranty shall terminate and be of no further force or effect, and (C) the Seller will not be liable for any Loss described in Section 7.2(a) above to the extent such untrue statement that the aggregate amount of all Losses described in Section 7.2(a) above exceeds 33% (thirty-three percent) of the Final Purchase Price (the "Cap"); provided that the Cap will not apply to any Loss incurred as a result of fraud, any inaccuracy or alleged untrue statementbreach by the Company or the Seller of any representations and warranties set forth in Sections 3.3(a) was made in(Capital Stock), 3.7(c) (Ownership of Assets), 3.8 (Taxes), 3.18 (Environmental Matters) and 4.3 (Title to Shares), or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredcertification relating thereto.

By the Seller. Subject to Section 7.1(E) hereof, the The Seller shall indemnify, savedefend, and hold harmless the Purchaser and any officer, director, employee or agent of the Purchaser (each, a “Purchaser Indemnified Person”) against, any and all liabilities, losses, costs, damages and expenses (including account adjustments), including reasonable attorneys’ fees and legal expenses and sums paid, liabilities incurred or expenses paid or incurred (collectively, “Losses”) as a result of any Third Party Claim to the extent arising from any breach of any representation, warranty or covenant of the Seller contained herein or any act of gross negligence or willful misconduct of the Seller relating to the Purchased Loans occurring prior to the applicable Purchase Date. Notwithstanding the foregoing, (a) except for the indemnification in respect of Third Party Claims as provided in this Section 9.01, Section 6.01 shall be the Purchaser’s sole and exclusive remedy with respect to any breach of the representations and warranties made in Section 4.01(a)(vi), (b) the Seller shall have no obligation to indemnify any Purchaser Indemnified Person for any matter that arises, or for which the Claim Notice by the Purchaser Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years after the applicable Purchase Date, and (c) the Seller’s indemnification obligations shall not arise to the extent the related Loss relates to the acts or omissions of the Purchaser or its Affiliates, designees or subcontractors occurring after the applicable Purchase Date, or to the acts or omissions of any Third-Party Servicer or to the servicing of the Purchased Loans by any Third-Party Servicer, or to the breach of any representation or warranty made or given to or for the benefit of the Seller by the Purchaser under this Agreement or to the gross negligence or willful misconduct of the Purchaser. Notwithstanding the limitation in clause (b) of the immediately preceding sentence, any obligation to indemnify, defend and hold harmless pursuant to this Section 9.01 shall not terminate with respect to any item as to which any Purchaser Indemnified Person shall have, before the Parent and Buyer and their respective shareholdersexpiration of the applicable survival period, directors, officers, partners, agents and employees (collectivelypreviously made a bona fide claim by delivering notice of such claim to the Seller indemnifying party in accordance with this Section 9.01 until final resolution of such claim. Further notwithstanding any other provision of this Agreement, the "Buyer Indemnified Parties"Purchaser will not be entitled to indemnity pursuant to this Section 9.01 (A) from unless the aggregate amount for all Losses that are subject to indemnification pursuant to this Section 9.01, together with all Loan Losses that are subject to indemnification pursuant to Section 6.01, exceeds, on an annual basis, the Deductible Amount, and against then only to the extent of such excess; and (B) for any Losses or Loan Losses to the extent that making payment thereon would cause the aggregate amount paid for all Losses and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement Loan Losses to exceed $[****]; provided that such monetary limitation shall not apply to any Losses the causes of any of the foregoing (collectively referred to herein as "Damages"), which are (i) incurred the failure of the representation and warranty in connection with or arising out item 1 of or resulting from or incident Exhibit D to any breach of any covenant, breach of warranty be true and correct in all material respects as of the Effective applicable Purchase Date, ; or (ii) the inaccuracy of any representation as acts or omissions of the Effective Date, made Seller or any Affiliate of the Seller acting as originator or servicer of the Purchased Loans or to the origination or servicing of the Purchased Loans by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Affiliate of the Seller under acting as servicer of the Purchased Loans. This Section shall survive any termination of this Agreement, (ii) based upon, arising out of, or otherwise in respect . [****] Confidential treatment has been requested for portions of any liability or obligation of the Business or relating this exhibit. The copy filed herewith omits information subject to the Assets (a) relating to any period prior to the Effective Dateconfidentiality request. Omissions are designated with brackets containing asterisks. As part of our confidential treatment request, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation complete version of this Agreement by any Buyer Indemnified Parties, exhibit has been filed separately with the U.S. Securities and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredCommission.

By the Seller. Subject to Section 7.1(E) hereof, the The Seller shall indemnifyindemnify the Buyer, saveits Affiliates (including the Company), defend and hold harmless the Parent and Buyer its and their respective shareholdersofficers, directors, officersmanagers, members, managing members, partners, agents shareholders, employees, agents, representatives, attorneys, insurers, heirs, successors and employees permitted assigns (collectively, the "“Buyer Indemnified Parties"”) from and against any and all costsLosses which the Buyer Indemnified Parties may suffer or incur arising out of, lawsuitsin connection with, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense relating to or settlement of resulting from any of the foregoing (collectively referred to herein as "Damages"), following: (i) incurred in connection with or arising out of or resulting from or incident to any the breach of any covenant, breach of representation or warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, ; (ii) based upon, arising out of, or otherwise in respect the breach of any liability covenant or obligation of agreement set forth herein required to be performed by the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed LiabilitiesSeller; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under Taxes of the Securities ActSeller; (iv) the business and operations of the Company, or the Exchange Act leasing or operation of the Facility, in each case, prior to the Closing Date (including any and all such Losses rising out of, in connection with, relating to or resulting from (A) income, property, excise or other federal Taxes, (B) environmental conditions or state law claims, (C) injury to persons or regulationdamage to property, at common law (D) claims with respect to employment or otherwiseemployee benefits, arising out (E) violations of Law, or based upon (F) breaches of Contracts with third parties; or (v) any untrue statement or alleged untrue statement of a Material fact relating Pre-Closing Taxes; provided, however, that, with respect to the Sellerforegoing clauses (iv) and (v), Losses shall be calculated equitably to reflect the fact that the Buyer held a 49% ownership interest in the Company during such JV Period, as applicable. The representations and warranties of the Buyer or the Seller hereunder, and provided the rights to Parent indemnification of any Seller Indemnified Party or its counsel Buyer Indemnified Party, as the case may be, with respect thereto shall not be affected or deemed waived by reason of any investigation made by or on behalf of such Seller Indemnified Party or Buyer Indemnified Party, as the case may be, or by reason of the fact that such Seller Indemnified Party or Buyer Indemnified Party, as the case may be, knew or should have know that any such representation or warranty is, was or might by inaccurate or by reason of the Seller’s or the Buyer’s, contained as the case may be, waiver of any condition set forth in Article 6 hereof. For the avoidance of doubt, any Loss incurred as a result of any claim of any kind against either the Seller Indemnified Parties or the Buyer Indemnified Parties related to the business and operations of the Company during the JV Period shall be shared and allocated according to the Buyer’s and Seller’s then respective ownership interest in the Registration Statement or any prospectus forming a part thereofCompany (i.e., or any amendment thereof or supplement thereto, or arising out 51% of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.and

By the Seller. (a) Subject to subsections (b) and (c) of this Section 7.1(E) hereof7.01, the Parent and Seller shall indemnifyshall, savejointly and severally, defend indemnify and hold harmless the Parent and Buyer and their respective shareholdersPurchaser, its Affiliates, officers, directors, officersemployees, partnersagents, agents successors, and employees assigns and related entities from, and reimburse them for any, loss, cost deficiency, demand, assessment, expense (including all reasonable legal and expert fees and expenses), damage (including damages to Persons, property or the environment), liability, fines, penalties or claims but not including consequential, punitive or special damages (collectively, the "Buyer “Indemnified Parties"Costs”) from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to from: (i) (a) any breach of any covenant, representation or warranty made by Parent or Seller in this Agreement other than those set forth in Sections 3.01(d) and 3.01(v); and (b) any Parent’s or Seller’s breach of warranty as or failure to perform any of the Effective Date, its covenants or the inaccuracy of any representation as of the Effective Date, made by the Seller agreements contained in or made pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or than those set forth in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, Section 4.01(c); (ii) based uponthe ownership, arising out ofpossession, control, use, maintenance, leasing or otherwise operation of the Sold Assets or the financing, sale, transfer or assignment of the Sold Assets, in each case prior to the Funding Date; (iii) any failure to comply with the terms and conditions of any applicable bulk sales or bulk transfer or similar laws that may be applicable to the bulk sale or bulk transfer of the Sold Assets; (iv) any Liens accruing prior to the Funding Date of the type described in clauses (i) and (ii) of the definition of Permitted Lien herein; and (v) any breach of any representation, warranty or covenant made by Parent or Seller in Sections 3.01(d), 3.01(v), 4.01(c) or 4.01(n). (b) Notwithstanding the foregoing, the Seller shall have no liability: (i) to the extent of any insurance or other recovery received by a Person entitled to indemnification under Section 7.01(a) in respect of any liability or obligation an Indemnified Cost (an “Offsetting Recovery”) (provided that the net present value of all actual increases (in the Business or relating to the Assets (afollowing year) relating in insurance premiums which are directly attributable to any period prior to such Indemnified Cost (the Effective Date“Premium Recapture”) is deducted from any such Offsetting Recovery for purposes of this Section 7.01(b)(i), other than those Damages based upon or arising out of the Assumed Liabilitiesprovided further, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Premium Recapture shall not exceed the amount of the Offsetting Recovery); and (ii) to the extent that Purchaser or any Affiliate thereof realizes a Tax Benefit on or before the fourth anniversary of the Closing Date which is directly attributable to such Indemnified Cost. (c) Notwithstanding the foregoing, the Seller shall have no liability for indemnification pursuant to Section 7.01(a)(i) or (ii) unless the aggregate of all Indemnified Costs under Section 7.01(a)(i) or (ii) for which the Seller would, but for this subsection (c), be liable exceeds on a cumulative basis an amount equal to one million Dollars ($1,000,000), in which case the Seller’s liability shall be only for such excess, nor shall the Seller be liable for any such Indemnified Costs that, when added to the amounts that Seller has otherwise paid pursuant to Section 7.01(a)(i) or (ii), exceed the amount of seventy-five million Dollars ($75,000,000). The Seller shall not be liable to pay Indemnified Costs more than once with respect to an Indemnified Cost resulting from the same facts, events or circumstances, even if such facts, events or circumstances constitute a breach of any representations and warranties for any such Damages which Seller shall or would but for this provision be obligated to pay Indemnified Costs hereunder, provided, however, the extent, if any, such Damages result from or Seller shall be liable to pay for Indemnified Costs that arise out of a breach the same facts, events or violation of this Agreement by any Buyer circumstances when the Indemnified PartiesCosts resulting from such facts, and (iii) any liability under the Securities Actevents or circumstances that are not duplicative or result in damages, the Exchange Act costs or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating liabilities that were not indemnified pursuant to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that first such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredindemnification payment.

By the Seller. Subject to Section 7.1(E) hereofThe Seller and Xxxxx Xxxx, the Seller jointly and severally, shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective Buyer's shareholders, directors, officers, partners, agents and employees (and in the event the Buyer assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assignee's shareholders, directors, officers, agents and employees) (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Datematerial covenant or warranty, or the inaccuracy of any representation as of the Effective Daterepresentation, made by the Seller or Xxxxx Xxxx in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller or its Affiliates under this Agreement, or (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Closing Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Closing Date, other than those Damages based upon or arising out of the Assumed LiabilitiesLiabilities or relating to any period on and after the Closing Date or arising out of facts or circumstances existing on and after the Closing Date; provided provided, however, that neither the Seller Seller, nor Xxxxx Xxxx, shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iiic) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to any violation of applicable law respecting the SellerReal Property including such violations as may have been unknown at the Closing Date, and provided (d) the matters specifically described in Section 5.9, or (e) the Retained Liabilities. Notwithstanding anything to Parent or its counsel by the Seller, contained contrary in the Registration Statement Agreement, including this Paragraph A, in no event shall any indemnification, payment or any prospectus forming a part thereofobligation of Seller to Buyer, to the Buyer Indemnified Parties, or to any amendment thereof third party arising from or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to this Agreement or the Seller required to be stated therein or necessary to make documents, instruments and/or transactions contemplated by this Agreement exceed the statements therein not misleading, provided however, that such indemnity shall not inure to amount of the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredPurchase Price.

By the Seller. Subject The Seller covenants and agrees to Section 7.1(E) hereofdefend, the Seller shall indemnify, save, defend indemnify and hold harmless the Parent Purchaser, its Affiliates (including, from and Buyer after the Closing, the Transferred Subs) and their respective shareholdersthe officers, directors, officersemployees, partnersagents, agents advisers and employees representatives of each such Person (collectively, the "Buyer Indemnified PartiesPurchaser Indemnitees") from and against against, and pay or reimburse the Purchaser Indemnitees for, any and all costsclaims, lawsuitsliabilities, obligations, losses, liabilitiesfines, deficienciescosts, claims royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and expenseswhether or not resulting from third party claims), including interest, penalties, out-of-pocket expenses and reasonable attorneys' and accountants' fees and all amounts paid incurred in investigation, the investigation or defense or settlement of any of the foregoing same or in asserting any of their respective right hereunder (collectively referred to herein as collectively, "DamagesLosses"), ) resulting from or arising out of: (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, or warranty made by the Seller in Section 3.2(b), Section 3.9, Section 3.12 (but for purposes of this indemnity obligation only, substituting the reference to "the Effective Date" in Section 3.12 with "the Closing Date"), Section 3.13 or pursuant to this Agreement or the Ancillary Agreements, or Section 3.18; (ii) any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished breach by the Seller of any covenant or agreement hereunder; (iii) the costs reasonably incurred by the trustees for the time being of the CDRS Pension Plan (the "Trustees") attributable to the professional fees of advisers and administrators reasonably appointed by the Trustees for the purpose of completing the winding up of the CDRS Pension Plan, and any liability incurred either directly or by virtue of any indemnity owed to the Trustees under this AgreementRule 25 of the Rules of the CDRS Pension Plan (as amended by a deed of indemnity dated June 1, 1998) by Comdisco Continuity Services (iiUK) based upon, arising out of, Limited in respect of the failure by the employer of any member or otherwise former member of the CDRS Pension Plan to pay the correct national insurance contributions in respect of any liability member or obligation former member employed by it; (iv) all Excluded Liabilities; (v) all TSA Losses (as defined in the Transition Services Agreement); (vi) the four underground storage tanks (the "USTs") located beneath the parking lot at the 00 Xxxxxxx Xxxx, Xxxxx, Xxxxxx, Xxxxxxx property and the potential contamination of soil and groundwater horizons at the premises known as Xxxx 0, Xxxxxxxx Xxxx, Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxxxx (the "Crawley Premises") and identified on Schedule 3.18, including, without limitation, (A) the removal and proper disposal of the Business USTs and any fuel or relating other substances contained within the USTs; (B) the collection of soil and, to the Assets (a) relating to any period prior extent required by applicable Environmental Law or to the Effective Date, other than those Damages based upon or arising out of extent required by customary practice as determined in the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out reasonable judgment of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating qualified environmental consultant to the Seller, and provided to Parent or its counsel be selected by the Seller, contained groundwater samples, in order to determine if there has been a release of Hazardous Substances into the Registration Statement environment from the USTs or upon the Crawley Premises; (C) if there has been a release of Hazardous Substances into the environment, the delineation of the extent of any prospectus forming such contamination and the development of a part thereofremedial plan with respect to such contamination; (D) implementation of an appropriate remedial plan with respect to any such release, taking into account applicable Environmental Laws and the current use of the real property; and (E) to the extent required by applicable Environmental Laws, notifying the appropriate Governmental Entity regarding the removal of the USTs and/or the environmental investigation and obtaining, if available, a no further action letter or any amendment thereof closure letter from said Governmental Entity with respect to the USTs or supplement theretothe Crawley Premises, or arising out as applicable. The Seller's indemnification of or based upon any omission or alleged omission the Purchaser with respect to state therein a Material fact relating the USTs is subject to the following conditions. The Seller shall have the right to manage and control the aforementioned tasks with respect to the USTs and the Crawley Premises. The Purchaser shall grant to the Seller required the necessary access to be stated therein the real property to allow the Seller and its representatives to perform the removal of the USTs and/or environmental investigation and, if necessary, remediation associated with the USTs or necessary the Crawley Premises, as applicable and the Purchaser shall fully cooperate with the Seller in the performance of this work. The Seller shall provide reasonable notice to the Purchaser of the Seller's intent to conduct any work on the property. The Seller shall make reasonable commercial efforts to perform the statements therein work hereunder in a manner which will not misleadingmaterially disrupt the Purchaser's operations, provided howeverprovided, that such indemnity nothing herein shall not inure constitute a right of the Purchaser to interfere with the Seller's performance of said work if the Seller is unable to perform said work without interfering with the Purchaser's operations. The Seller shall provide copies of all correspondence and reports received from and submitted to any Governmental Entity and shall provide the Purchaser with a reasonable opportunity to submit comments on the Seller's reports prior to the benefit submission of Parent such reports to said Governmental Entity. The Purchaser shall have the right to retain, at its own expense, its own attorneys, experts, and Buyer other representatives to oversee the Seller's performance of the work and to review any correspondence or reports generated in connection with said work; (vii) the employment by Comdisco Continuity Services (France) S.A. of Xxxxxxxx Xxxxxxxx and the termination of such employment; (viii) the termination of employment of any of the employees of Comdisco Continuity Services (UK) Limited or of any other Transferred Sub as referred to in Section 5.18; (ix) any adjustment allocable by Revenue Canada to Comdisco Services (Canada) Limited as a result of the final determination of the transfer pricing audit currently being conducted by Revenue Canada with respect to tax plans 1997, 1998 and 1999; (x) any penalties, fines, or adjustments resulting from the final determination of the document review of the Comdisco Retirement Plan by the U.S. Department of Labor, Pension and Welfare Benefits Administration ("DOL") pursuant to the extent such untrue statement (or alleged untrue statement) was made innotice from the DOL to the Seller dated July 9, or omission (or alleged omission) occurred in2001, including, without limitation, any preliminary prospectus losses resulting from the disqualification of such plan as a result of such review; and (xi) each incident of a casualty loss of Acquired Assets in excess of $500,000 per incident (and Seller providedif the aggregate of all such casualties exceeds $1,000,000, all amounts in writingexcess of $1,000,000) occurring prior to the Closing Date for which insurance proceeds are not paid to the Purchaser pursuant to Section 5.17 prior to July 26, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered2002.

By the Seller. Subject to Section 7.1(E) hereofFrom and after the Closing, the Seller shall indemnify, save, defend indemnify and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectivelyPurchaser, the "Buyer Company and its successors, employees, representatives, Affiliates and agents (the “Purchaser Indemnified Parties"”) harmless from and against any and all costsloss, lawsuits, losses, liabilities, deficiencies, claims and expensesliability or damage, including interest, penalties, reasonable attorneys' ’ fees and all amounts paid in investigationother out-of-pocket costs and expenses (collectively, defense “Damages”), incurred or settlement sustained by the Purchaser Indemnified Parties as a result of: (i) the actual breach of any of the foregoing representations or warranties of Seller contained in Article II; (collectively referred ii) the failure of the Seller to herein as "Damages"perform any of its covenants or obligations contained in this Agreement; (iii) the failure of the Company to comply with any Law or Environmental Requirement prior to the Closing Date; (iv) any response action related to the release prior to the Closing of Hazardous Substances on properties owned or occupied by the Company prior to the Closing Date; (v) third-party product liability claims with respect to products sold by the Company prior to the Closing Date; (vi) any infringement or violation by the Company prior to the Closing Date of the rights of any Person in respect of the Intellectual Property of such Person; (vii) any obligations to Seller Employees relating to their employment by the Seller or its Affiliates prior to the Closing Date; or (viii) any obligations arising under employee benefit plans, other than the Stand Alone Plan, maintained, established or contributed to by the Seller or any ERISA Affiliate of the Seller. Notwithstanding anything in this Agreement to the contrary: (A) In addition to the limitations set forth in Section 7.1, no claim for indemnification under paragraphs (iii), (iv), (v) or (vi) of this Section 7.2(a) may be asserted with respect to matters covered by such paragraphs after the date that is 18 months after the Closing Date, unless, prior to such date, the Purchaser Indemnified Parties shall have notified the Seller in writing in reasonable detail of any claim for indemnity thereunder. (B) The amount of any Damages incurred by the Purchaser Indemnified Parties shall be reduced by the net amount of the Tax benefits actually realized by the Purchaser Indemnified Parties by reason of such Damages. For purposes of this Agreement a Tax benefit shall be treated as actually realized by the Purchaser only to the extent it actually decreases the Taxes required to be paid by the Purchaser during the Tax period such Tax benefit is incurred or in the following Tax period of the Purchaser assuming the Purchaser uses all other tax attributes available to the Purchaser prior to the use of such Tax benefit. (C) The amount of any Damages incurred by the Purchaser Indemnified Parties shall be reduced by the net amount the Purchaser Indemnified Parties actually recover (after deducting all reasonable attorneys’ fees, out-of-pocket expenses and other costs of recovery) from any insurer or other party liable for such Damages. (D) The Purchaser Indemnified Parties shall not be entitled to indemnification for those portions of any Damages (i) incurred in connection with reserved, accrued or arising out of provided for by the Company prior to the Closing Date or resulting from otherwise paid or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made provided for by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreementof its Affiliates, (ii) based upon, arising out of, or otherwise in respect that have arisen solely as a result of any liability act or obligation omission by the Purchaser or any of its Affiliates on or after the Business Closing Date (including resulting from any change in their respective accounting principles, practices or relating to the Assets (a) relating to methodologies and Damages arising from any period prior to the Effective Date, other than those Damages based upon or arising out breach of the Assumed Liabilitiesits obligations under this Agreement), or (biii) arising out of facts or circumstances existing prior that were subject to an adjustment to the Effective DateFixed Purchase Price pursuant to Section 1.3. (E) The Purchaser Indemnified Parties shall be entitled to indemnification under paragraphs (i), other than those (iii), (iv), (v), and (vi) of this Section 7.2(a) only if the aggregate amount of its Damages based upon (reduced as provided in paragraphs (B), (C) and (D) above) exceeds $275,000 (the “Threshold”), in which case the Purchaser Indemnified Parties shall be entitled to all such Damages. Notwithstanding the foregoing, the Threshold shall not apply with respect to breaches of Fundamental Representations, Tax Representations, or arising out in the case of the Assumed Liabilities; provided however, that fraud committed by the Seller or the Company. (F) The aggregate amount of Damages payable to the Purchaser Indemnified Parties under paragraphs (i), (iii), (iv), (v), and (vi) of this Section 7.2(a) shall not exceed $7,000,000 (the “Cap”). Notwithstanding the foregoing, the Cap shall not apply with respect to breaches of Fundamental Representations, Tax Representations, or in the case of fraud committed by the Seller or the Company. (G) There shall not be liable for any such Damages to the extent, if any, such Damages result from duplicative payments or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel indemnities by the Seller. (H) Any indemnification with respect to Tax matters shall be governed solely by Section 4.3, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided howeverprovided, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement Damages are the result of the breach of representations and warranties contained in Section 2.14 (or alleged untrue statementTax) was made inand are not covered by Section 4.3, or omission (or alleged omissionthen such Damages shall be governed by Section 7.2(a)(i) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredabove.

By the Seller. Subject The maximum amount of indemnity protection and/or coverage to Section 7.1(E) hereof, be given and/or furnished by the Seller shall indemnifybe as set forth hereafter: Except with respect to any claim in respect of any breach of the representations of Seller set forth in clauses (a), save(b) and (c) of Section 2 as to which there shall be no time limit, defend any claims by Buyer for an indemnity from Seller to Buyer shall be limited to claims made within a period of five (5) years from the date of Closing only. Exclusive of any claim in respect of the representations set forth in Section 2(a)(b) & (c) such indemnity claims shall not exceed, in the aggregate, $3.0 million dollars and shall be paid, if due, first through a reduction of the then unpaid amount of the Buyer Note and otherwise by cash or a stock transfer to Buyer of SunLink Parent Stock at the option of Seller. SunLink Parent Stock shall be valued based upon the average closing price of SunLink Parent Common Stock on the Amex determined for the 5 day trading period ending 2 days before the indemnity claim payment due date. With regard to (i) Medicare/Medicaid claims which existed or were caused by activities that occurred at or prior to closing; (ii) federal, state and local tax claims for any and all unpaid taxes due by Seller or the Company relating to, at or prior to, closing, (iii) environmental liabilities which existed or were caused by activities or conditions that occurred or existed at or prior to closing; (iv) any claims relating to fraud or intentional misrepresentation by Seller and (v) any breach of the representations of Seller set forth in clauses (a), (b) and (c) of Section 2, said claims shall not be limited to the $3.0 million aggregate limitation described above, but shall be limited to claims made within the five-year claim term described above except for those claims (A) relating to tax claims (ii above) and claims in respect of environmental liabilities (iii above) which shall be governed by appropriate statutes of limitation and (B) in respect of any breach of the representations of Seller set forth in clauses (a), (b) and (c) of Section 2 as to which there shall be no time limit. Subject to the foregoing limitations, the Stockholders agree, jointly and severally, to indemnify and hold harmless the Parent Buyer from and Buyer against all claims, damages, losses, and their respective shareholders, directors, officers, partners, agents and employees liabilities (collectively, the "Buyer Indemnified Parties"“Losses”) from and against which arise out of and/or are due to any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense of the following: (a) any misrepresentation or settlement breach of any of representation or warranty made by the foregoing Stockholders or the Company in this Agreement; and (collectively referred to herein as "Damages"), (ib) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as agreement or obligation of the Effective DateStockholders or the Company contained in this Agreement or any other agreement, instrument or document executed in connection with this Agreement; and (c) any tax liabilities or any other liabilities or obligations of the Company existing, relating to or arising with respect to the pre-Closing period (except normal trade payables existing at Closing which were incurred in the ordinary course of business); and (d) any claims against, or liabilities or obligations of, the inaccuracy of any representation as of the Effective Date, made Company not fully funded by the Seller in or Company prior to Closing with respect to obligations under Employee Plans not expressly assumed by the Buyer pursuant to this Agreement Agreement; and (e) any failure of the Stockholders to have good, valid and marketable title to the Shares and/or any failure of the Company to have good, valid and marketable title to the assets of the Company, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, security interests, encumbrances, leases, options and adverse claims or rights whatsoever; and (f) any claim by a stockholder or former stockholder of the Ancillary AgreementsCompany, or any other agreement contemplated hereby person or in entity, seeking to assert: (i) ownership or rights to ownership of any schedule, certificate, exhibit, or other instrument furnished or to be furnished by shares of stock of the Seller under this Agreement, Company; (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out rights of a breach stockholder, including any option, preemptive rights or violation of this Agreement by any Buyer Indemnified Parties, and rights to notice or to vote; (iii) any liability rights under the Securities ActArticles of Incorporation or By-laws of the Company; or (iv) any claim that his, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent her or its counsel shares were wrongfully purchased by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredCompany.

By the Seller. Subject to Section 7.1(E) hereofFrom and after the Closing Date, the Seller shall indemnify, savedefend, defend and hold harmless the Parent and Buyer Buyer, its Affiliates (including the InterfaceFABRIC Companies), and their respective shareholderssuccessors and assigns (if any), and their respective officers, directors, officersemployees, partnersstockholders, agents agents, and employees any Person who is an Affiliate of such Persons (collectivelyeach, the "an “Indemnified Buyer Indemnified Parties"Party”) from and against any and all costsLiabilities, lawsuitsclaims, demands, judgments, losses, liabilitiescosts, deficienciesdamages, claims or expenses whatsoever (including reasonable attorneys’, consultants’, and expenses, including interest, penalties, attorneys' other professional fees and all amounts paid disbursements of every kind, nature, and description incurred by such Indemnified Buyer Party in investigationconnection therewith) (collectively, defense “Damages”) that such Indemnified Buyer Party may sustain, suffer, or settlement incur and that result from, arise out of, or relate to (a) any breach of any of the foregoing covenants or agreements of the Seller (collectively referred and the Company, prior to herein as "Damages"the Closing) contained in Sections 2.3, 2.5, 5.5, 5.8, 5.9(a), (i5.12, 5.13, 5.16, 5.17(c) incurred in connection with or arising out and Article VI of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (iib) based upon, arising out of, or otherwise in respect of any liability or obligation Debt incurred by any of the Business InterfaceFABRIC Companies in whole or part prior to the Closing other than Debt set forth on Schedule 10.1(b), (c) subject to the terms of Article VI, all Taxes imposed on or relating to any of the Assets InterfaceFABRIC Companies for any Pre-Closing Tax Period, (ad) relating to all Taxes of any period prior to Person imposed on any of the Effective InterfaceFABRIC Companies under Treasury Regulation § 1.1502-6 by reason of any affiliation existing on or before the Closing Date, and all Taxes imposed under the federal laws of Canada or any province or territory therein arising in a Post-Closing Tax Period attributable to an event occurring or a deduction or credit claimed in a Pre-Closing Tax Period, (e) any Liability of the Seller or its other Affiliates (other than of the InterfaceFABRIC Companies and other than those Damages based upon Liabilities set forth on Schedule 10.1(e) or arising out any Liability for which the Buyer or the InterfaceFABRIC Companies are responsible under the express terms of this Agreement, the Assumed LiabilitiesTransition Services Agreement or the Transition Marks License Agreement), or (bf) arising out of facts or circumstances existing prior subject to the Effective Dateterms of Section 5.8, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified PartiesCompany Employee Plan, and (iiig) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating subject to the Sellerlimitation set forth in Section 10.4(b), and provided to Parent or its counsel by the Sellerany Environmental Condition, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) Environmental Condition has occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in exists on the Final Prospectus, and such information was not included or properly deliveredClosing Date.

By the Seller. Subject The Seller hereby agrees to Section 7.1(E) hereof, the Seller shall indemnify, savedefend, defend and hold harmless the Parent Purchaser, and Buyer and their its respective shareholders, directorsmembers, managers, officers, partnersdirectors, agents representatives, agents, employees, successors and employees (collectively, the "Buyer Indemnified Parties") assigns from and against any and all costsclaims, losses, demands, recoupments, fines, interest, causes of action, judgments, lawsuits, lossesproceedings, liabilities, deficienciesdamages, claims debts, costs and expenses, including interest, penalties, reasonable attorneys' ’ fees and all amounts paid in investigationcourt costs (collectively, defense “Losses”) of every kind and nature, whether or settlement of any of not such Losses are known or asserted on, before or after the foregoing (collectively referred Closing Date, to herein as "Damages"), (i) incurred in connection with or arising out of or resulting the extent that such Losses arise from or incident to relate to: 8.1.1. any inaccuracy in any representation or the breach of any covenant, breach of representation or warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby herein or in any schedulecertificate or other document delivered to the Purchaser pursuant to the provisions of this Agreement; 8.1.2. any failure of the Seller to duly perform or observe any term, certificateprovision, exhibitcovenant, agreement, or other instrument furnished condition or to be furnished by the Seller under this Agreementperform any material act required herein; 8.1.3. any claim, (ii) based uponthreatened claim, arising out of, or otherwise in respect of any liability or obligation arising with respect to conduct of the Business Seller or relating to the ownership and operation of the Assets (a) relating to any period or the Practice prior to the Effective Closing Date, ; 8.1.4. the Excluded Liabilities; 8.1.5. any income or other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that tax assessed against the Seller shall not be liable for any such Damages to or the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwisePractice, arising out of or based upon related to: (i) the Practice for the period prior to the Closing Date; (ii) any untrue statement transaction or alleged untrue statement activity with regard to the activities of a Material fact the Seller that occurred prior to the Closing Date; or (iii) any income derived by the Seller prior to the Closing Date relating to services rendered by the SellerSeller and the Practice prior to the Closing Date; 8.1.6. all wages, salaries, bonuses, commissions, rebates, expenses, benefits, and provided other compensation or fees, including applicable taxes, of any nature accrued and/or payable to Parent any of the employees, members, managers, contractors, agents or its counsel by representatives of the Seller, contained in Seller that relate to periods prior to the Registration Statement or Closing Date; 8.1.7. any prospectus forming a part thereof, or claim of any amendment thereof or supplement thereto, or employee of the Seller arising out of or based upon any omission or alleged omission to state therein a Material fact relating to any employee stock option, bonus, retirement, profit sharing, pension, or other similar plan of the Seller, or the operation or termination of any such plan; 8.1.8. any demand, recoupment or offset of accounts receivable or collections by the Centers for Medicare and Medicaid Services (“CMS”), any CMS contractor or agent, or any third party payor (e.g., commercial health insurer) related to services rendered by the Seller required to be stated therein or necessary to make and/or the statements therein not misleading, provided however, that such indemnity shall not inure Practice prior to the benefit Closing Date; and/or 8.1.9. any claim by any third party with respect to any liability, obligation, contract, other commitment or state of Parent and Buyer facts which constitutes a breach of any representation or warranty by the Seller contained herein or in any certificate or other document delivered by or on behalf of the Seller to the extent such untrue statement (or alleged untrue statement) was made inPurchaser pursuant to the provisions of this Agreement. In addition, or omission (or alleged omission) occurred inSeller shall indemnify, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectusdefend, and such information was not included hold harmless Purchaser from and against any costs and expenses (including attorney fees) which Purchaser may suffer or properly deliveredsustain in connection with, and in seeking to enforce, the indemnification obligations of Seller hereunder.

By the Seller. Subject to the limitations in Section 7.1(E) hereof7.1 from and after the Closing, the Seller shall indemnify, save, defend indemnify and hold the Purchaser and the Company harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costsloss, lawsuits, losses, liabilities, deficiencies, claims and expensesliability or damage, including interest, penalties, reasonable attorneys' fees and all amounts paid in investigationother out-of-pocket costs and expenses (collectively, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), incurred or sustained by the Purchaser or the Company as a result of (i) the non-fulfillment of any covenant, (ii) the breach of any representation or warranty on the part of the Seller contained in this Agreement (other than any breach of any representation or warranty set forth in Section 2.14), (iii) any Damages arising under any Environmental Law (including with respect to the release, treatment, storage, disposal or transport of Hazardous Materials) at any property formerly owned, operated or leased by the Company or any predecessor in interest and not included in the Company Properties and (iv) any Litigation Costs arising out of any of the matters set forth in Schedule 7.2.1 (each such matter, a "Special Indemnification Claim"); provided, however, that there shall not be any duplicative payments or indemnities by the Seller, and provided, further, that any indemnification relating to Tax matters shall be governed solely by Section 4.3 and any indemnification relating to employee benefits matters contemplated in Section 5 shall be governed solely by Section 5 (other than indemnification for any breach of representation or warranty set forth in Section 2.10, which shall be governed by this Section 7.2.1). Notwithstanding anything in this Agreement to the contrary: (a) The amount of any Damages incurred by the Purchaser or the Company shall be reduced by the net amount of the Tax benefits realized by the Purchaser, the Company or any other Affiliate of the Purchaser by reason of such Damage. (b) The amount of any Damages incurred by the Purchaser or the Company shall be reduced by the net amount the Purchaser or the Company or any other Affiliate of the Purchaser recovers (after deducting all reasonable attorneys' fees, out-of-pocket expenses and other costs of recovery) from any insurer or other party liable for such Damages; provided, that neither the Purchaser nor the Company shall be obligated to pursue recovery from any such insurer or other liable party prior to proceeding against or recovering from the Seller. (c) Neither the Purchaser nor the Company shall be entitled to indemnification for those portions of any Damages that were subject to an adjustment to the Final Purchase Price pursuant to Sections 1.3 and 1.4. (d) Except with respect to indemnification for a breach of the representation and warranty set forth in connection Section 2.4, the Purchaser and the Company shall be entitled to indemnification under Section 7.2.1(ii) only with or respect to that portion of the aggregate amount of their Damages (reduced as provided in paragraphs (a) and (b) above) that exceeds 3% of the Final Purchase Price. (e) The aggregate amount of (1) Damages payable to the Purchaser and the Company under Section 7.2.1(ii) and (2) Litigation Costs payable to the Purchaser and the Company under Sections 7.2.1(iv) shall not exceed 15% of the Final Purchase Price; provided, however, that the amount of Damages payable to the Purchaser and the Company as a result of a breach of the representation and warranty set forth in Section 2.4 (reduced as provided in paragraphs (a) and (b) above) may exceed 15% of the Final Purchase Price but shall not exceed the Final Purchase Price. (f) Neither the Purchaser nor the Company shall be entitled to indemnification with respect to any claim arising out of or resulting from or incident relating to any breach Environmental Law, to the extent that such claim (i) is discovered or identified as a result of any covenant, breach of warranty invasive environmental investigation or sampling (excluding visual inspections such as Phase I Environmental Site Assessments and compliance audits) conducted at a Company Property by or on behalf of the Effective Purchaser or its Affiliates, successors, assigns or transferees after the Closing Date, unless (w) the Purchaser or the inaccuracy one of any representation its Affiliates was required to conduct such investigation or sampling by a Governmental Authority or pursuant to, or as of the Effective Datenecessary to maintain compliance with, made an applicable Environmental Law, (x) such investigation or sampling was agreed to in writing by the Seller Seller, (y) such investigation or sampling was reasonably necessary to address an action filed by a third-party or (z) such investigation or sampling was reasonably necessary in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreementconnection with a financing, (ii) based upon, arising out of, except in the event of (1) a sale of all or otherwise in respect of any liability or obligation substantially all of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out assets of the Assumed LiabilitiesCompany in a single transaction (whether by merger, stock or asset sale or other transaction), (2) any sale of obsolete or discontinued assets, or (b3) arising out a sale of facts an immaterial amount assets, results from the sale of any Company Property or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for asset associated with any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and Company Property (iii) except in the event of (1) any liability under sale of obsolete or discontinued assets, or (2) a sale of an immaterial amount assets, results from the Securities Actclosure of any Company Property or asset associated with any Company Property, the Exchange Act or (iv) is discovered or identified as a result of Purchaser, its Affiliates, successors, assigns or transferees requesting or encouraging any Governmental Authority or other federal Person (including any bank or state law other financial institution) to investigate any matter, take any corrective or regulationremedial action or enforce any requirements arising under any Environmental Law, at common law unless Purchaser or otherwise, its Affiliates reasonably believe such actions are required under an applicable Environmental Law. (g) Neither the Purchaser nor the Company shall be entitled to indemnification for any Litigation Costs arising out of or based upon in connection with any untrue statement or alleged untrue statement of a Material fact relating to the SellerSpecial Indemnification Claim, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent that such untrue statement Litigation Cost is incurred as a result of Purchaser, its Affiliates, successors, assigns or transferees requesting or encouraging any Governmental Authority or other Person (including any bank or alleged untrue statementother financial institution) was made into investigate any matter, take any corrective action or omission (enforce any rights arising under or alleged omission) occurred in, in connection with any preliminary prospectus and Seller of the matters set forth in Schedule 7.2.1; provided, that in writingresponse to any pending or threatened Special Indemnification Claim, corrected information to Parent and Parent's counsel for inclusion the Purchaser may contact any appropriate Governmental Authority regarding any investigation in the Final Prospectus, and connection with such information was not included or properly deliveredclaim.

By the Seller. Subject to Section 7.1(E) hereof9.3 and without duplication of any rights to recovery or indemnity set forth herein, the Seller shall indemnify, savedefend, defend save and hold harmless the Parent and Buyer and their respective shareholdersits employees, officers, directors, officersmanagers, partners, stockholders, members, Affiliates (including, from and after the Closing Date, each Company Group Entity), fiduciaries, controlling Persons and agents and employees each of the employees, officers, directors, managers, partners, stockholders, members, Affiliates, fiduciaries, controlling Persons and agents of each of the foregoing (collectively, the "“Buyer Indemnified Parties"”) from and against any and all costs, lawsuits, losses, liabilities, deficiencies, Losses (whether arising out of direct claims and expensesor third-party claims), including interest, penalties, reasonable attorneys' ’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "collectively, the “Buyer Damages"”), (i) incurred in connection with or arising out of or resulting from or incident to (i) any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this AgreementSeller’s Representations, (ii) based uponany breach or violation by the Seller of the Seller’s Covenants, arising out of, or otherwise in respect (iii) without duplication of any liability right to recovery herein, any failure by the Seller to reimburse the Buyer or obligation its Affiliates for any Taxes for a Pre-Closing Tax Period or any Taxes for the portion of a Straddle Period ending on the Closing Date or any other Taxes for which the Seller is responsible pursuant to Section 7.9(a) and (b) or any “imputed underpayment” within the meaning of Section 6225 of the Business Code of any Company Group Entity with respect to any Pre-Closing Tax Period or relating the portion of a Straddle Period ending on the Closing Date or (iv) any claims, actions or suits made by third-parties (before or after the Closing Date) against the Buyer or any of its Affiliates to the Assets extent related to the acts or omissions of (ax) relating the Seller with respect to any period a Company Group Entity or Project prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, Closing or (by) arising out of facts or circumstances existing a Company Group Entity prior to the Effective DateClosing. Notwithstanding anything to the contrary contained in this Agreement, other than those no claim for indemnification shall be brought until the total Buyer Damages based upon or arising out for which the Seller would be liable hereunder exceeds in the aggregate an amount equal to $650,000 (the “Indemnity Threshold”), in which case the Seller shall be liable for the full amount of Buyer Damages (starting at the Assumed Liabilities; provided first dollar of Buyer Damages), provided, however, that the Seller Seller’s liability shall not be liable for limited as set forth in Section 9.3; provided, further, that such limitation shall have no application to any such claim to recover Buyer Damages to resulting from the extentSeller’s fraud or willful misconduct, if anythe breach or inaccuracy of any the Seller’s Fundamental Representations, such Damages result from the breach or arise out inaccuracy of a Section 5.16 (Tax Matters), or any breach or violation by the Seller of the Seller’s Covenants under Section 7.9 (Certain Tax Matters); provided, further, that solely for purposes of determining whether Indemnity Threshold has been satisfied in accordance with this Agreement Section 9.2(a), each of the representations, warranties, covenants and agreements herein or in the Transaction Documents that contain any qualifications as to materiality, Material Adverse Effect or words of similar affect shall be deemed to have been given as though there were no such qualifications. Any request for an indemnity payment hereunder shall be accompanied by a statement, certified to by an officer of the Buyer, specifying in reasonable detail the basis of such request, including the Buyer’s then-current estimate of each item of Loss for which any Buyer Indemnified Parties, and (iii) any liability Party is entitled to indemnification under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredthis Agreement.

By the Seller. Subject to Section 7.1(E) hereofAs of the date of this Agreement and the Closing, the Seller shall indemnifyrepresents and warrants to, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectivelycovenants with, the "Buyer Indemnified Parties"as follows: (A) from The Seller is in good standing and against any is duly qualified to transact business under the laws of the State of Delaware and possesses all right, authority, and power to own its properties, to carry on its business as now being conducted, to sign and deliver this Agreement and all costsdocuments and instruments to be signed and delivered by the Seller pursuant to this Agreement, lawsuitsand to perform the Seller's obligations hereunder, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense without conflicting with or settlement violating any provisions of any of the foregoing (collectively referred to herein as "Damages")Seller's organizational documents or any trust, (i) incurred in connection with agreement, court order, decree, or arising out of judgment, or resulting from law rule, or incident to regulation. When signed and delivered by any breach of any covenant, breach of warranty as officer of the Effective DateSeller, this Agreement and any document or the inaccuracy of any representation as of the Effective Date, made instrument to be signed and delivered by the Seller in or pursuant to this Agreement will be valid and binding upon the Seller and enforceable according to its terms. (B) The Seller has not made any general assignment for the benefit of creditors or had a receiver appointed for all or substantial all of its assets, has not been named as the Ancillary Agreementsdebtor in any bankruptcy proceeding, has not admitted in writing its inability to pay its debts as they come due, and has not made any offer of settlement, extension, or any other agreement contemplated hereby composition to its creditors generally. (C) There are no lawsuits or in any schedulelegal or administrative proceedings pending or threatened regarding the ownership, certificateuse, exhibitpossession, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation operation of the Business or relating to the Assets any part thereof. (aD) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel As operated by the Seller, contained the Business does not contravene any law or governmental regulation, no intellectual property constituting part of the Business infringes or interferes with any intellectual property or right of any other person, and the Seller has full right to use all customer lists and intellectual property constituting part of the Business without license or permit from any other person, except for software licenses. (E) The Seller owns and holds good and sufficient legal and equitable title to each item of property constituting part of the Business, and as of the Closing, such title will be free and clear of all liens, security interests, pledges, hypothecations, mortgages, and other encumbrances and of all claims, rights, and interests of any third-party. (F) The Seller has provided the Buyer with complete access to all of the business and financial books and records, financial statements, contracts, Subscriber information, files, and reports pertaining to the Business for the Buyer's inspection and copying. All of the property used in the Registration Statement business of providing dial-up internet services to the Subscribers are included in the Business, except for those assets specifically excluded by the terms of this Agreement. (G) Prior to the Closing, the Seller will continue to operate the Business in a reasonable and prudent manner, in accordance with all applicable laws and governmental rules and regulations, and in the manner customary to the Seller's operation of the Business prior to October 1, 2004, and will timely and fully perform all of its obligations under each Subscriber Contract. As of the Closing, the Seller will not have received any prepayment under any Subscriber Agreement except in the ordinary course of business. (H) There are no unresolved complaints with any governmental authorities pertaining to claims or any prospectus forming a part thereofcomplaints of Subscribers or prior Subscribers with respect to the Business and there are no pending judicial or administrative proceedings or stipulations, orders, consent decrees, or similar items resulting from any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating such proceedings pertaining to the Seller required to be stated therein or necessary to make Business. (I) There are not less than 6,000 Subscribers, the statements therein average monthly revenue from each Subscriber is not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredless than $17.25.

By the Seller. Subject The Seller further agrees to Section 7.1(E) hereof, the Seller shall indemnify, save, defend indemnify and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costsclaims, lawsuitsdamages, losses, liabilities, deficienciescosts and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by the Buyer, in connection with each and all of the following: (a) Any claims against, or liabilities or obligations of, the Seller or against the Assets (x) relating to periods prior to the Closing Date (y) or, if relating to periods after the Closing Date, not specifically assumed by the Buyer pursuant this Agreement; (b) The failure of the Buyer to obtain the protections afforded by compliance with the notification and expensesother requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Seller or the transactions contemplated by this Agreement; (c) Any violation by the Seller of, or any failure by the Seller to comply with, any law, ruling, order, decree, regulation or zoning, environmental or permit requirement applicable to the Seller, the Assets or its business, whether or not any such violation or failure to comply has been disclosed to the Buyer, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of costs incurred by the foregoing (collectively referred to herein as "Damages"), Buyer (i) incurred in order to bring the Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or (ii) in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as the transfer of the Effective Date, Assets; (d) Any warranty claim or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any product liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact claim relating to the Seller, and provided 's business or operations prior to Parent the Closing Date; (e) Any tax liabilities or its counsel by obligations of the Seller, contained in the Registration Statement or any prospectus forming a part thereof; (f) Any claims against, or any amendment thereof liabilities or supplement theretoobligations of, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required with respect to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit obligations under Seller's Employee Plans; and (g) The litigation matters referenced in Section 4.1(a) of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredthis Agreement.

By the Seller. Subject to Section 7.1(E) hereofThe Seller, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholdersBuyer's members, directorsmanagers, officers, partners, agents and employees (and in the event the Buyer assigns its right, title and interest hereunder to a corporation, which shall be permitted hereunder, such assignee's shareholders, directors, officers, agents and employees) (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Datecovenant or warranty, or the inaccuracy of any representation as of the Effective Daterepresentation, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller or its Affiliates under this Agreement, or (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (c) arising out of facts or circumstances existing on and after the Effective Date which constitute a breach or violation of this Agreement by the Seller; provided provided, however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and or (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to any violation of Governmental Regulations respecting the Seller, and provided to Parent or its counsel by Real Property which arose while Seller was in possession of the Seller, contained in Real Property including such violations as may have been unknown at the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredClosing Date.

By the Seller. Subject to Section 7.1(E) hereofthe terms and conditions of this Agreement, at the Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Purchaser each of the following documents (where the execution or delivery of the documents is contemplated), deliver, or cause to be delivered, to Purchaser each of the following items (where the delivery of the items is contemplated), and will take or cause to be taken, the Seller shall indemnifyfollowing actions, save, defend and hold harmless where the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement taking of any of the foregoing (collectively referred to herein as "Damages"), action is contemplated: (i) incurred the stock certificates representing ownership of the Shares duly endorsed in connection with blank by Seller and the original minute books and stock ledgers for the Company; (ii) a certificate of the Secretary of State (or arising out other applicable Governmental Entity) of the state of organization of Seller, dated not more than 10 days prior to the Closing Date, as to the existence or resulting from or incident to any breach qualification (as the case may be) and good standing of any covenantSeller; (iii) a certificate, breach of warranty dated as of the Effective Closing Date, signed by an appropriate officer of Seller, certifying (A) that attached to such certificate are true and complete copies of the Charter Documents of Seller and (B) as to the incumbency and specimen signature of the representative of Seller executing this Agreement and each other Transaction Document or the inaccuracy any certificate or instrument furnished by Seller pursuant thereto, and (C) that this Agreement and each other Transaction Document executed by Seller is duly and validly authorized and constitutes a binding obligation of any representation Seller; (iv) a certificate, dated as of the Effective Closing Date, made signed by a Responsible Officer of Seller certifying that the conditions set forth in Sections 7.1(a) and 7.1(b) with respect to Seller have been satisfied; (v) a certificate of the Secretary of State (or other applicable Governmental Entity) of the state of organization of the Company, and each state where the Company is qualified to do business as a foreign entity, dated not more than 10 days prior to the Closing Date, as to the existence or qualification (as the case may be) and, where applicable, good standing of the Company; (vi) a certificate, dated as of the Closing Date, signed by the Seller in or pursuant Secretary of the Company certifying (A) that attached to such certificate are true and complete copies of (1) the Charter Documents of the Company, and (2) all resolutions of the Board of Directors of the Company relating to this Agreement or and the Ancillary Agreements, or any other agreement transactions contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Partieshereby, and (iiiB) as to the incumbency and specimen signature of each Responsible Officer of the Company executing this Agreement and each other Transaction Document or any liability under certificate or instrument furnished pursuant thereto; (vii) a certificate, dated as of the Securities ActClosing Date, signed by a Responsible Officer of the Exchange Act Company certifying that the conditions set forth in Sections 7.1(a) and 7.1(b) with respect to the Company have been satisfied; (viii) a Uniform Commercial Code Termination Statement or other federal or state law or regulationsatisfactory release, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereofsole discretion of Purchaser, or any amendment thereof or supplement theretoof the lien on the Company’s assets by each of General Electric Capital Corporation and Monroe Capital Advisors, or arising out LLC (the “Lien Terminations”); (ix) an IRS Form 8023 duly executed by Seller pursuant to Section 5.11(c); (x) the Escrow Agreement, duly executed by Seller; (xi) the Transition Services Agreement, duly executed by Seller; and (xii) the written resignations, effective as of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make Closing Date, of the statements therein not misleading, provided however, that such indemnity shall not inure to directors and officers of the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, Company indicated in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredwriting by Purchaser.

By the Seller. Subject to Section 7.1(E) hereofFrom and after the Closing, the Seller shall indemnify, save, defend agrees to indemnify the Purchaser and the Purchasing Subsidiary and hold the Purchaser and the Purchasing Subsidiary harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costsloss, lawsuits, losses, liabilities, deficiencies, claims and expensesliability or damage, including interest, penalties, reasonable attorneys' fees and all amounts paid in investigationother costs and expenses, defense or settlement of any of the foregoing but excluding lost profits and consequential damages (collectively referred to herein as collectively, "Damages"), incurred or sustained by the Purchaser, the Purchasing Subsidiary or any of the Companies as a result of (i) incurred in connection with or arising out of or resulting from or incident to any the breach of any covenant, breach covenant on the part of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, provided that any claim for indemnification arising from the breach of any of the covenants contained in Sections 4.14, 4.15 or 4.16 must be brought on or prior to July 31, 1998, (ii) based uponsubject to Section 7.1, arising out ofthe breach of any representation or warranty on the part of the Seller under this Agreement, or otherwise (iii) Special Indemnification Matters (it being understood that solely for purposes of this Section 7, including, without limitation, the calculation of Damages pursuant to this Section 7.2.1, and notwithstanding anything to the contrary in this Agreement, such representation and warranty shall be read as if it were not qualified by any materiality standard, including, without limitation, qualifications indicating accuracy "in all material respects" or accuracy "except to the extent the inaccuracy would not have a Material Adverse Effect" or words to similar effect), provided that none of the Purchaser, the Purchasing Subsidiary or any of the Companies shall have any claim against the Seller for Taxes described in the first sentence of Section 4.4.3 except as provided in Section 4.4 (which claim may be brought at any time prior to the expiration of the applicable statute of limitations (including any extensions thereof) plus 60 days provided that the Purchaser shall have complied with Section 4.4.4), the terms of which shall govern exclusively with respect to all claims or disputes with respect thereto and, provided, further, that there shall not be any duplicative payments or indemnities by the Seller. The Purchaser's and the Purchasing Subsidiary's rights to indemnification under Section 7 shall be limited as follows: (a) The amount of any Damages incurred by the Purchaser or the Purchasing Subsidiary shall be reduced by the net amount the Purchaser, the Purchasing Subsidiary or any of the Companies recovers (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Purchaser or the Purchasing Subsidiary shall use reasonable efforts to effect any such recovery; provided, however, that the Seller, at its option, shall have the right of subrogation to the Purchaser's or the Purchasing Subsidiary's rights to effect any such recovery. (b) The Purchaser and the Purchasing Subsidiary shall be entitled to indemnification under this Section 7 only to the extent that the aggregate amount of such Damages (reduced as provided in paragraph (a) above) exceeds $5 million; provided, however, that (i) no limitation under this paragraph (b) shall be applicable to any claim for indemnification with respect to the Special Indemnification Matters or any breach of Section 2.6 relating to the respective audited balance sheets as of December 31, 1996 of the Company and its subsidiaries and of Equitable Agri-Business, or Section 4.14, 4.15 or 4.16 and (ii) notwithstanding the foregoing, the Purchaser shall be entitled to indemnification in respect of any liability or obligation single claim as to which the amount of the Business or relating to the Assets Damages (reduced as provided in paragraph (a) relating to any period prior above) exceeds $1 million. (c) The aggregate amount of Damages payable to the Effective Date, other than those Damages based upon or arising out Purchaser under this Section 7.2.1 shall not exceed 100% of the Assumed LiabilitiesPurchase Price, or (b) arising out of facts or circumstances existing prior as adjusted pursuant to the Effective DateSection 1.3, other than those Damages based upon or arising out of the Assumed Liabilities; provided provided, however, that no limitation under this paragraph (c) shall be applicable to any claim for indemnification with respect to the Seller shall not be liable Special Indemnification Matters; and, provided, further, that damages payable for any such Damages claim for indemnification with respect to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating DOL Investigation shall be subject to the Seller, and provided to Parent or its counsel by the Seller, contained limits set forth in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredSection 7.2.3(b).

By the Seller. Subject The Seller covenants and agrees to Section 7.1(E) hereofdefend, the Seller shall indemnify, save, defend indemnify and hold harmless the Parent and the Buyer and their respective shareholders, directors, officers, partnersemployees, agents assigns, successors and employees (collectively, the "Buyer Indemnified Parties") Affiliates from and against against, and pay or reimburse such Persons for, any and all costsclaims, lawsuitsliabilities, obligations, losses, liabilitiesfines, deficienciescosts (including increased costs), claims and expensesroyalties, proceedings, deficiencies or damages, including interest, penalties, out-of-pocket expenses and reasonable attorneys' ’ and accountants’ fees and all amounts paid incurred in investigation, the investigation or defense or settlement of any of the foregoing same or in asserting any of its rights hereunder (collectively referred to herein as "Damages"collectively, “Losses”), (i) incurred in connection with resulting from or arising out of or resulting from or incident to of: (a) any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, or warranty made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, ; (iib) based upon, arising out of, any failure of the Seller to perform any covenant or otherwise agreement contained in respect this Agreement; (c) the indemnification obligations of the Seller under Sections 4.3 or 4.6 hereof; (d) any liability Excluded Assets or obligation Excluded Liabilities; (e) the operation of the Business or relating to and the Assets (a) relating to any period on or prior to the Effective DateClosing Date (or, other with respect to Seller’s performance of a prime Government Contract listed on Schedule 4.4(a), provided that Buyer has complied with its obligations under the Subcontract and under applicable Laws, on or prior to the date such prime Government Contract is novated to Buyer pursuant to such Section 4.4(a)), except with respect to the Assumed Liabilities; (f) the failure by Seller to assign to Buyer the CBA and vest fully in Buyer the economic benefit currently enjoyed by Seller thereunder (including the imposition on Buyer of obligations no more burdensome than those Damages based upon applicable to Seller thereunder), or the termination of DOS Classified Document Management Contract No. LMAQM-02-C-0049 (whether in the name of Seller or Parent or Buyer or an Affiliate of Parent or Buyer) resulting from or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages failure by Seller; and (g) the failure by Seller to assign to Buyer the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact Seller’s lease relating to the Seller, Leased Real Property described at Schedule 3.1.15(a) (including the consent of the landlord thereunder to such assignment) and provided vest fully in Buyer the economic benefit currently enjoyed by Seller thereunder (including the imposition on Buyer of obligations no more burdensome than those applicable to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredthereunder).

By the Seller. Subject to Section 7.1(E) hereofThe Company shall, until the Closing, and the Seller shall shall, after the Closing, indemnify, save, defend and hold harmless the Buyer, the Parent and Buyer their Affiliates (including, after the Closing, the Company) and their respective shareholdersRepresentatives, directorssuccessors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") assigns from and against any and all costs, lawsuits, losses, liabilitiesTaxes, deficienciesLiabilities, claims obligations, damages, Actions, and expensesexpenses (whether or not arising out of third-party claims), including interestreasonable attorneys’ fees (collectively, penalties“Losses”) asserted, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or with, arising out of or of, resulting from or incident to to: (i) any breach of any covenant, breach of representation or warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Company or the Seller in or pursuant to this Agreement or the Agreement, any Ancillary AgreementsAgreement, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, certificate or other instrument furnished closing document delivered pursuant to this Agreement; (ii) any failure by the Company or the Seller to perform or observe any covenant or agreement to be furnished performed or observed by the Seller any of them under this Agreement, (ii) based upon, arising out of, any Ancillary Agreement or otherwise in respect of any liability certificate or obligation of the Business or relating other closing document delivered pursuant to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and Agreement; (iii) any liability Taxes or costs (A) relating to Pre-Closing Periods or Pre-Closing Straddle Periods, (B) any Pre-Closing Tax Obligations, or (C) arising as a result of any failure by the Seller to pay any Taxes payable pursuant to Section 6.6; (iv) any payment to any of the Company’s current or former officers, managers, directors and similar functionaries under the Securities Act, provisions of (A) the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out Company’s Articles of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, Incorporation and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereofBylaws, or (B) the Buyer’s Certificate of Formation and Limited Liability Company agreement, in either case with respect to exculpation or indemnification of such officers, managers, directors or similar functionaries in respect of acts, omissions or events occurring on or prior to Closing; (v) any amendment thereof unpaid Closing Date Indebtedness and Transaction Expenses; (vi) obtaining the Non-Closing Condition Amendments (less an amount equal to 20% of any such costs); (vii) any matters, actions, disputes, claims, relationships or supplement thereto, or arising out business dealings which were the subject of or based upon the Settlement Agreement and Mutual Release of Claims described in Schedule 3.12; (viii) those matters specifically set forth on Schedule 8.2(a)(viii); and (ix) any omission or alleged omission to state therein a Material fact relating to failure of the Seller required to be stated therein or necessary to make vote in favor of the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, matters described in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredSection 6.4(d).

By the Seller. Subject to Section 7.1(E) hereofthe terms and conditions of this ARTICLE 11, the Seller shall hereby agrees to indemnify, save, defend and hold harmless the Parent Buyer, and Buyer and their respective shareholders, its directors, officers, partnersemployees and Affiliates (hereinafter "Buyer's Indemnitees"), agents and employees (collectively, the "Buyer Indemnified Parties") from and against any all Claims asserted against, resulting to, imposed upon, or incurred by Buyer's Indemnitees or the business and all costsassets transferred to Buyer pursuant to this Agreement, lawsuitsdirectly or indirectly, lossesby reason of, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from (a) the inaccuracy or incident to any breach of any covenant, breach of representation or warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material"); (b) the breach of any covenant of the Seller contained in this Agreement (regardless of whether such breach is deemed "material"); or (c) any Claim against the Seller, the Purchased Assets or the Ancillary Agreementsbusiness of the Seller not specifically assumed by Buyer pursuant hereto or which arises out of or relates to any event first occurring on or prior to the Closing Date. As used in this ARTICLE 11, or any other agreement contemplated hereby or in any schedulethe term "Claim" shall include (i) all Liabilities; (ii) all losses, certificatedamages (including, exhibitwithout limitation, or other instrument furnished or to be furnished consequential damages), judgments, awards, settlements approved by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller such approval shall not be liable for unreasonably withheld or delayed), costs and expenses (including, without limitation, interest (including prejudgment interest in any such Damages to the extentlitigated matter), if anypenalties, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, court costs and reasonable attorneys' fees and expenses); and (iii) any liability under the Securities Actall demands, the Exchange Act claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required not ultimately determined to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredvalid.

By the Seller. Subject to Section 7.1(E) hereof, the The Seller shall indemnify, savedefend, and hold harmless the Purchaser and any officer, director, employee or agent of the Purchaser (each, a “Purchaser Indemnified Person”) against, any and all liabilities, losses, costs, damages and expenses, including reasonable attorneys’ fees and legal expenses and sums paid, liabilities incurred or expenses paid or incurred (collectively, “Losses”) as a result of any Third Party Claim to the extent arising from any breach of any representation, warranty or covenant of the Seller contained herein or any act of gross negligence or willful misconduct of the Seller relating to the Purchased Loans occurring prior to the applicable Purchase Date. Notwithstanding the foregoing, (a) except for the indemnification in respect of Third Party Claims as provided in this Section 9.01, Section 6.01 shall be the Purchaser’s sole and exclusive remedy with respect to any breach of the representations and warranties made in Section 4.01(a)(vi) or (vii) or Section 4.01(b), (b) the Seller shall have no obligation to indemnify any Purchaser Indemnified Person for any matter that arises, or for which the Claim Notice by the Purchaser Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years after the applicable Purchase Date of a Purchased Loan, and (c) the Seller’s indemnification obligations shall not arise to the extent the related Loss relates to the acts or omissions of the Purchaser or its Affiliates, designees or subcontractors occurring after the applicable Purchase Date of a Purchased Loan, or to the acts or omissions of any Third-Party Servicer or to the servicing of the Purchased Loans by any Third-Party Servicer, or to the breach of any representation or warranty made or given to or for the benefit of the Seller by the Purchaser under this Agreement or to the gross negligence or willful misconduct of the Purchaser. Notwithstanding the limitation in clause (b) of the immediately preceding sentence, any obligation to indemnify, defend and hold harmless pursuant to this Section 9.01 shall not terminate with respect to any item as to which any Purchaser Indemnified Person shall have, before the Parent and Buyer and their respective shareholdersexpiration of the applicable survival period, directors, officers, partners, agents and employees (collectivelypreviously made a bona fide claim by delivering notice of such claim to the Seller indemnifying party in accordance with this Section 9.01 until final resolution of such claim. Further notwithstanding any other provision of this Agreement, the "Buyer Indemnified Parties"Purchaser will not be entitled to indemnity pursuant to this Section 9.01 (A) from unless Federal Seller Losses exceed, on an annual basis, the Deductible Amount, and against then only to the extent of such excess and (B) for any Losses or Loan Losses to the extent that making payment thereon would cause the aggregate amount paid for all Federal Seller Losses to exceed $[****]; provided that such monetary limitation shall not apply to any Losses [****] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits information subject to the confidentiality request. Omissions are designated with brackets containing asterisks. As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the U.S. Securities and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement Exchange Commission. the causes of any of the foregoing (collectively referred to herein as "Damages"), which are (i) incurred the failure of the representation and warranty in connection with or arising out item 1 of or resulting from or incident Exhibit D to any breach of any covenant, breach of warranty be true and correct in all material respects as of the Effective Date, applicable Purchase Date of a Purchased Loan or (ii) the inaccuracy of any representation as acts or omissions of the Effective Date, made Seller or any Affiliate of the Seller acting as servicer of the Purchased Loans or to the servicing of the Purchased Loans by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Affiliate of the Seller under acting as servicer of the Purchased Loans. This Section shall survive any termination of this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

By the Seller. Subject The Seller further agrees to Section 7.1(E) hereof, the Seller shall indemnify, save, defend indemnify and hold ------------- harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costsclaims, lawsuitsdamages, losses, liabilities, deficienciescosts and expenses (including, claims without limitation, settlement costs and expensesany legal, including interestaccounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by the Buyer, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as each and all of the Effective Datefollowing: (a) Any claims against, or liabilities or obligations of, the inaccuracy of any representation as Seller or against the Assets not specifically assumed by the Buyer pursuant this Agreement; (b) The failure of the Effective Date, made Buyer to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Seller or the transactions contemplated by this Agreement; (c) Any violation by the Seller in or pursuant to this Agreement or the Ancillary Agreementsof, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished failure by the Seller under this Agreementto comply with, (ii) based uponany law, arising out ofruling, order, decree, regulation or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Datezoning, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating environmental permit requirement applicable to the Seller, and provided to Parent the Assets or its counsel business, whether or not any such violation or failure to comply has been disclosed to the Buyer, including any costs incurred by the Buyer (i) in order to bring the Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or (ii) in connection with the transfer of the Assets; (d) Any warranty claim or product liability claim relating to (i) products manufactured or sold by the Seller prior to the Closing Date or (ii) the Seller, contained in 's business or operation prior to the Registration Statement Closing Date; (e) Any tax liabilities or any prospectus forming a part thereofobligations of the Seller; and (f) Any claims against, or any amendment thereof liabilities or supplement theretoobligations of, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required respect to be stated therein or necessary obligations under Employee Plans not specifically assumed by the Buyer pursuant to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredthis Agreement.

By the Seller. Subject The Seller further agrees to Section 7.1(E) hereof, the Seller shall indemnify, save, defend indemnify and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costsclaims, lawsuitsdamages, losses, liabilities, deficienciescosts and expenses (including, claims without limitation, settlement costs and expensesany legal, including interestaccounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by the Buyer, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as each and all of the Effective Datefollowing: (a) Any claims against, or liabilities or obligations of, the inaccuracy of Seller or against the Assets not specifically assumed by the Buyer pursuant this Agreement, including without limitation, any representation as liabilities or obligations of the Effective Date, made Seller for accrued vacation or sick pay and employee benefit claims under any Employee Benefit Plan; (b) The failure of the Buyer to obtain the protections afforded by compliance with the notification and other requirements of the bulk sales laws in force in the jurisdictions in which such laws may be applicable to either the Seller or the transactions contemplated by this Agreement; (c) Any violation by the Seller in or pursuant to this Agreement or the Ancillary Agreementsof, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished failure by the Seller under this Agreementto comply with, (ii) based uponany law, arising out ofruling, order, decree, regulation or otherwise in respect of any liability zoning, environmental or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating permit requirement applicable to the Seller, and provided to Parent the Assets or its counsel business, whether or not any such violation or failure to comply has been disclosed to the Buyer, including any costs incurred by the Seller, contained Buyer (i) in order to bring the Registration Statement Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or any prospectus forming a part thereof, (ii) in connection with the transfer of the Assets; (d) Any warranty claim or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact product liability claim relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure operation of each Store prior to the benefit acquisition by the Buyer; (e) Any tax liabilities or obligations of Parent and Buyer to the extent such untrue statement Seller; and (or alleged untrue statementf) was made inAny claims against, or omission (liabilities or alleged omission) occurred inobligations of, any preliminary prospectus and the Seller provided, in writing, corrected information with respect to Parent and Parent's counsel for inclusion in obligations under Employee Plans not specifically assumed by the Final Prospectus, and such information was not included or properly deliveredBuyer pursuant to this Agreement.

By the Seller. Subject to Section 7.1(E) hereofthe terms and conditions of this ARTICLE 11, the Seller shall hereby agrees to indemnify, save, defend and hold harmless the Parent Buyer, and Buyer and their respective shareholders, its directors, officers, partnersemployees and Affiliates (hereinafter "Buyer's Indemnitees"), agents and employees (collectively, the "Buyer Indemnified Parties") from and against any all Claims asserted against, resulting to, imposed upon, or incurred by Buyer's Indemnitees or the business and all costsassets transferred to Buyer pursuant to this Agreement, lawsuitsdirectly or indirectly, lossesby reason of, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from (a) the inaccuracy or incident to any breach of any covenant, breach of representation or warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller contained in or made pursuant to this Agreement (regardless of whether such breach is deemed "material"); (b) the breach of any covenant of the Seller contained in this Agreement (regardless of whether such breach is deemed "material"); (c) any Claim against the Seller, the Purchased Assets or the Ancillary Agreements, business of the Seller not specifically assumed by Buyer pursuant hereto and which arises out of or relates to any event first occurring on or prior to the Closing Date; or (d) any obligations to the State of California or any other agreement contemplated hereby or Governmental Entity arising from gift certificate escheat laws, as the same may be applied to any gift certificates sold but unredeemed on the Closing Date. As used in any schedulethis ARTICLE 11, certificatethe term "Claim" shall include (i) all Liabilities; (ii) all losses, exhibitdamages (including, or other instrument furnished or to be furnished without limitation, consequential damages), judgments, awards, settlements approved by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller such approval shall not be liable for unreasonably withheld or delayed), costs and expenses (including, without limitation, interest (including prejudgment interest in any such Damages to the extentlitigated matter), if anypenalties, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, court costs and reasonable attorneys' fees and expenses); and (iii) any liability under the Securities Actall demands, the Exchange Act claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required not ultimately determined to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredvalid.

By the Seller. Subject to Section 7.1(E) hereofFrom and after the Closing, the Seller shall indemnify, save, defend agrees to indemnify the Purchaser and hold the Purchaser harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costsloss, lawsuits, losses, liabilities, deficiencies, claims and expensesliability or damage, including interest, penalties, reasonable attorneys' fees and all amounts paid in investigationother costs and expenses (collectively, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out sustained by the Purchaser, the Company or the Subsidiaries as a result of or resulting from or incident the nonfulfillment of any agreement or, subject to any Section 8.1, the breach of any covenant, breach representation or warranty on the part of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement (it being understood that solely for purposes of this Section 8, including, without limitation, the calculation of Damages pursuant to this Section 8.2.1, and notwithstanding anything to the contrary in this Agreement, (ii) based uponsuch representation and warranty shall be read as if it were not qualified by any materiality standard, arising out ofincluding, without limitation, qualifications indicating accuracy "in all material respects" or otherwise in respect of any liability or obligation of the Business or relating accuracy "except to the Assets extent the inaccuracy would not reasonably be expected to have a material adverse effect" or words to similar effect), provided that there shall not be any duplicative payments or indemnities by the Seller. The Purchaser's rights to indemnification under this Section 8 shall be limited as follows: (a) relating to The amount of any period prior to Damages incurred by the Effective DatePurchaser shall be reduced by the net amount the Purchaser, other than those Damages based upon the Company or arising out any of the Assumed LiabilitiesSubsidiaries recovers (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Purchaser shall use reasonable efforts to effect any such recovery. (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller The Purchaser shall not be liable for any entitled to indemnification unless the aggregate amount of such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties(reduced as provided in paragraph (a) and (b) above) exceeds $1,400,000, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer then only to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in of the Final Prospectus, sum of $600,000 and such information was excess. (c) The aggregate amount of Damages payable to the Purchaser under this Section 8.2.1 shall not included or properly deliveredexceed 50% of the Purchase Price.

By the Seller. Subject to Section 7.1(E) hereof, the The Seller shall indemnify, save, defend indemnify and hold harmless ------------- the Parent and Buyer and their respective shareholders, its directors, officers, partnersemployees, agents agents, successors, affiliates and employees assigns (collectively, the "Buyer Indemnified Parties") from and against against, and reimburse the Buyer Parties on demand with respect to, any and all costsloss, lawsuitsdamage (including any decrease in the value of property or securities acquired hereunder), lossesliability, liabilitiesclaims, deficiencies, claims cost and expensesexpense, including interestreasonable attorney's, penaltiesaccountant's, attorneys' consultant's and engineer's fees and all amounts paid in investigation(collectively, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with by a Buyer Party by reason of or arising out of or resulting from or incident to any in connection with (i) the breach of any covenantrepresentation or warranty contained in Article III, breach of warranty as including without limitation the representations and warranties in Section 3.10 regarding environmental matters, or in any certificate expressly delivered to the Buyer pursuant to this Agreement; (ii) the failure of the Effective DateSeller to perform any agreement or covenant required by this Agreement to be performed by it; (iii) the allegation by any third party of the existence of any liability, obligation, lease, agreement, contract, other commitment or the inaccuracy state of facts which if it existed would constitute a breach of any representation as of the Effective Date, made by the Seller or warranty contained in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby Article III hereof or in any schedulecertificate or other document delivered by or on behalf of the Seller to the Buyer pursuant to the provisions of this Agreement; (iv) any failure of the Seller to pay, certificate, exhibitperform or discharge any of the Excluded Liabilities in accordance with the terms thereof; (v) the fact that the parties have not taken any action to comply with the provisions of the so-called "bulk sales laws" of any state in connection with the transactions contemplated by this Agreement; (vi) any action of the Seller that causes liability under, or other instrument furnished or associated with, the Warn Act to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, assessed or otherwise in respect of imputed to the Buyer or Aquatics, provided that the Buyer has complied with and performed its obligations under Section 10.05; or (vii) any liability or obligation obligation, direct or indirect, with respect to any Plan of the Business Seller or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out ERISA Affiliate of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

By the Seller. Subject (a) From and after the Closing, subject to Section 7.1(E) hereof6.7, the Seller shall indemnify, save, defend agrees to indemnify and hold harmless the Parent Purchaser and Buyer its Affiliates (including the Company Group), and each of their respective shareholdersofficers, directors, officersemployees, partnersagents, agents representatives, successors and employees assigns (collectively, the "Buyer Purchaser Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense Losses incurred or settlement of sustained by any of the foregoing (collectively referred to herein Purchaser Indemnified Parties as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out a result of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon relating to: (i) any untrue statement inaccuracy or alleged untrue statement breach by the Seller of any covenant (other than the covenants contained in Sections 4.7, 4.8, 4.9 and 4.14, which are covered by Section 4.8) set forth in this Agreement or in any Transaction Document to which it is a party; (ii) any inaccuracy or breach by the Seller of any of its representations or warranties set forth in this Agreement (other than Sections 2.9(xiv), 2.9(xv) and 2.16 which are covered by Section 4.8), considered, for these purposes, without regard to any updates to the Schedules contemplated by Section 4.11, provided, however, that Seller shall not have any liability to any Purchaser Indemnified Party as a result of the breach of any representation or warranty to the extent Purchaser had knowledge, other than knowledge acquired pursuant to an update of a Material fact relating Schedule in accordance with Section 4.11, that such representation or warranty was incorrect or untrue prior to the SellerClosing Date; (iii) any action, claim, suit, complaint, litigation, or arbitration, including any Litigation disclosed on Schedule 2.11, initiated or threatened in writing prior to 12 months following the Closing Date, related to the legitimacy, validity or enforceability of discounts applied or reductions taken on any medical provider bills prior to the Closing Date; (iv) the Group Health Business, including the transfer of the Group Health Business pursuant to Section 4.20 hereof; (v) HN Services, including the transfer of HN Services pursuant to Section 4.21 hereof; and (vi) any commitments, liabilities or obligations of any nature of any member of the Company Group, whether contingent or otherwise, pursuant to the Asset Purchase and provided to Parent Sale Agreement, dated March 15, 2001, by and among HIH America Insurance Services, Inc., Health Net CompAmerica, Inc. (then known as "Compensation America Network Acquisition Co.") and Health Net Employer Services, Inc. (then known as "Employer & Occupational Services Group, Inc."). Notwithstanding the foregoing, there shall not be any duplicative payments or its counsel indemnities by the Seller. (b) The rights of the Purchaser to indemnification under Section 6.1(a)(ii) shall be limited as follows: (i) The amount of any Losses incurred by the Purchaser shall be reduced by the net amount of any Tax benefits actually realized by the Purchaser or any of its Affiliates by reason of such Losses. (ii) The amount of any Losses incurred by the Purchaser shall be reduced by the net amount the Purchaser or any of its Affiliates recovers (after deducting all reasonable attorneys' fees, contained expenses and other costs of recovery) from any insurer or other party liable for such Losses, and Purchaser shall use reasonable best efforts to effect any such recovery unless effecting such recovery would reasonably be likely to result in the Registration Statement cancellation or non-renewal, or result in a material increase in the cost, of the applicable insurance coverage. (iii) The amount of any Losses incurred or sustained by the Purchaser shall be reduced to the extent such Losses shall have been caused, contributed to or exacerbated by any action or omission of the Purchaser or any prospectus forming of its Affiliates or their respective employees, representatives or agents; provided, however, that operation of the business in a part thereofmanner substantially consistent with the operation of the business of the Company Group prior to the Closing (and actions or omissions pursuant thereto) shall not be deemed to cause, contribute to or exacerbate such Losses. (iv) The Purchaser shall not be entitled to indemnification under Section 6.1(a)(ii) unless the aggregate amount of indemnifiable Losses thereunder exceeds 3.5% of the Purchase Price (the "Threshold") provided, however, that if the aggregate amount of indemnifiable Losses exceeds the Threshold, the Purchaser shall be entitled to indemnification for the amount of any amendment thereof or supplement theretoand all of such Losses that exceeds the Threshold; and provided, or further, that the Threshold shall not apply to Losses as a result of, arising out of or based upon any omission or alleged omission to state therein a Material fact relating to breaches by the Seller required to of the representations and warranties set forth in Sections 2.1, 2.3, 2.4, 2.5 and 2.23, which breaches shall be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity indemnified against in their entirety. (v) The Purchaser shall not inure be entitled to the benefit of Parent and Buyer indemnification under Section 6.1(a)(ii) to the extent such untrue statement (or alleged untrue statementthat aggregate amount of Losses pursuant to Section 6.1(a)(ii) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in exceeds the Final Prospectus, and such information was not included or properly deliveredPurchase Price.

By the Seller. Subject The Seller agrees to Section 7.1(E) hereof, the Seller be responsible for and shall indemnify, save, defend pay and indemnify and hold harmless Purchaser and its Representatives (the Parent “Purchaser Indemnitees”) from, against and Buyer in respect of, the amount of any and their respective shareholdersall liabilities, directorsdamages, officersclaims, partnersdeficiencies, agents and employees fines, assessments, losses, Taxes, penalties, interest (collectively, the "Buyer Indemnified Parties") from and against any and all costs“Losses”), lawsuits, losses, liabilities, deficiencies, claims costs and expenses, including interestincluding, penaltieswithout limitation, attorneys' reasonable fees and all amounts paid disbursements of counsel arising from, in investigationconnection with, defense or settlement incident to (i) any breach or violation of any of the foregoing (collectively representations or warranties contained in this Agreement or any agreement, document or other writing referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or and delivered pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreementhereto, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of any of the covenants or agreements of the Seller contained in this Agreement by or any Buyer Indemnified Partiesagreement, document or other writing referred to herein and delivered pursuant hereto; (iii) any liability under resulting from any litigation involving any of the Securities ActCompany, regardless of whether or not such litigation was disclosed by the Exchange Act Seller on Schedule 4.1(m) or otherwise in this Agreement or in any other federal schedule or state law exhibit hereto; (iv) any and all Taxes for any unaccrued or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating unreported Tax liabilities with respect to the SellerCompany for all periods prior to or including the Closing Date; (v) any and all claims arising at or prior to Closing relating to, and provided to Parent resulting from or its counsel caused (whether in whole or in part) by the Seller, contained in the Registration Statement any Liability arising (a) from or under any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer Employee Benefit Plan (except to the extent that such untrue statement Liability has been accrued on the Financial Statements or Additional Financial Statements) or (b) from the Company’ failure to fully perform under and comply with the requirements of ERISA with respect to any Employee Benefit Plan of the Company; and (v) any and all actions, suits, proceedings, demands, assessments or alleged untrue statement) was made injudgments, or omission (or alleged omission) occurred in, costs and expenses incidental to any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in of the Final Prospectus, and such information was not included or properly deliveredforegoing.

By the Seller. Subject The Seller agrees to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless indemnify the Parent Buyer, its affiliates and Buyer subsidiaries and their respective shareholdersits officers, directors, officersemployees, partnersagents, agents successors and employees assigns (collectively, the "“Buyer Indemnified Parties"”) against and hold them harmless from and against any and all costsclaims, lawsuitsliabilities, losses, liabilitiesdamages, deficiencies, claims costs and expenses, including of every kind, nature and description, fixed or contingent (including, without limitation, interest, penalties, attorneys' penalties and counsel’s fees and all amounts paid expenses in investigationconnection with any action, defense claim or settlement proceeding relating thereto or seeking enforcement of any a party’s obligations hereunder) (“Adverse Consequences”) asserted against, resulting to, imposed upon or incurred by the Buyer, directly or indirectly, arising out of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenantrepresentation, breach of warranty as of the Effective Datewarranty, covenant or the inaccuracy of any representation as of the Effective Date, agreement made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this AgreementAgreement or the Related Agreements, or (ii) based uponany Excluded Liability; provided, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that (A) the Seller shall not be liable for have any such Damages obligation to indemnify the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified PartiesParties from and against any Adverse Consequences with respect to breaches described in (i) above until the Buyer Indemnified Parities have suffered aggregate Adverse Consequences by reason of all such breaches in excess of $150,000, in which event the Buyer Indemnified Parties shall be entitled to indemnification for the full amount of its aggregate Adverse Consequences and (iiiB) in no event shall the aggregate of the Seller’s indemnification payments with respect to breaches described in (i) above exceed $6.0 million. The foregoing limitations shall not apply with respect to any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, Adverse Consequences arising out of any (i) Excluded Liability or based upon (ii) any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel fraud committed by the Seller. Indemnification claims with respect to the representations, warranties and covenants of the Seller contained in this Agreement or in any certificate delivered in connection therewith must be made by the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to Buyer Indemnified Parities within the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, survival period therefor specified in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredSection 11.06 hereof.

By the Seller. Subject The Seller agrees to Section 7.1(E) hereof, the Seller be responsible for and shall indemnify, save, defend pay and indemnify and hold harmless Purchaser and its Representatives (the Parent Purchaser Indemnitees ) from, against and Buyer in respect of, the amount of any and their respective shareholdersall liabilities, directorsdamages, officersclaims, partnersdeficiencies, agents and employees fines, assessments, losses, Taxes, penalties, interest (collectively, the "Buyer Indemnified Parties") from and against any and all costsLosses ), lawsuits, losses, liabilities, deficiencies, claims costs and expenses, including interestincluding, penaltieswithout limitation, attorneys' reasonable fees and all amounts paid disbursements of counsel arising from, in investigationconnection with, defense or settlement incident to (i) any breach or violation of any of the foregoing (collectively covenants or agreements of the Seller contained in this Agreement or any agreement, document or other writing referred to herein as "Damages")and delivered pursuant hereto, (i) incurred in connection with or arising out of or resulting from or incident to other than any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other employment agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, hereby; (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of any representation or warranty of the Seller contained in this Agreement by or any Buyer Indemnified Partiesagreement, document or other writing referred to herein and delivered pursuant hereto, other than any employment agreement contemplated hereby; (iii) any liability under and all Taxes for any unaccrued or unreported Tax liabilities with respect either of the Securities Act, Company or the Exchange Act Subsidiary for all periods prior to or other federal or state law or regulation, at common law or otherwise, arising out of or based upon including the Closing Date; (iv) (A) any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer Employee Benefit Plan (except to the extent that such untrue statement Liability has been accrued on the Financial Statements) or (B) the Company s or alleged untrue statement) was made in, the Subsidiary s failure to fully perform under and comply with the requirements of ERISA or omission (or alleged omission) occurred in, applicable law with respect to any preliminary prospectus and Seller providedEmployee Benefit Plan of the Company, in writingthe case of each of (A) and (B), corrected information in respect of all periods prior to Parent and Parent's counsel for inclusion in including the Final ProspectusClosing Date; and (vi) any and all actions, suits, proceedings, demands, assessments or judgments, costs and such information was not included or properly deliveredexpenses incidental to any of the foregoing.

By the Seller. Subject Seller agrees to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer defend Buyer, its affiliates and their respective shareholdersofficers, directors, officersprincipals, partnersagents, agents employees or other authorized representatives, successors and employees (collectivelyassigns, the "Buyer Indemnified Parties") from and against any and all costscosts and losses, lawsuits, lossesincluding without limitation Taxes, liabilities, obligations, damages, deficiencies, claims actions, claims, demands, and expensesexpenses (whether or not arising out of third-party claims), including interest, penalties, and reasonable attorneys' ’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"“Losses”), (i) asserted, incurred in connection with or with, arising out of or of, resulting from or incident to (i) any breach of any covenant, breach of representation or warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreementsin any certificate or other closing document delivered pursuant to this Agreement (each representation and warranty being read for this purpose without regard to any “materially,” “Material Adverse Effect,” “in any material respect” or similar exception or qualifier contained in any such representation or warranty); (ii) any failure by Seller to perform or observe any covenant, agreement or any other agreement contemplated hereby condition to be performed or observed by it under this Agreement or in any schedule, certificate, exhibit, certificate or other instrument furnished or closing document delivered pursuant to be furnished by the Seller under this Agreement; (iii) any acts or omissions of Seller relating to the operations, (ii) based uponownership, arising out of, condition or otherwise in respect of any liability or obligation conduct of the Business or relating to and the Assets (a) relating to any period prior to the Effective DateClosing, other than those Damages based upon whether or arising out of the Assumed Liabilities, or not disclosed in any Schedule to this Agreement; and (biv) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the any Excluded Liability. Seller shall not be liable responsible for indemnifying Buyer against any such Damages costs or losses related to the extent, if any, such Damages result from or arise out breach of a representation or warranty of which Buyer had actual knowledge on the Closing Date; provided, however, that no information provided in Section 2.01(d) of the Disclosure Schedule shall be deemed to give Buyer knowledge of any potential breach or violation by Seller of its representations and warranties in Section 2.01(h) of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating otherwise limit Buyer’s rights to the Seller, and provided to Parent or its counsel by the Seller, contained indemnification hereunder in the Registration Statement or event any prospectus forming a part thereof, or third party challenges Buyer’s title to any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredAssets.

By the Seller. Subject From and after the Closing, Seller agrees to Section 7.1(E) hereofdefend, the Seller shall indemnify, save, defend indemnify and hold harmless the Parent and Buyer Buyer, the Company and their respective shareholdersAffiliates and each of their respective managers, officers, directors, officers, partnersemployees, agents and employees other Representatives (collectivelyeach, the "a “Buyer Indemnified Parties"Party”) from and against any and all costsLosses, lawsuitsrelating to, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from attributable to: (i) any breach of or incident inaccuracy in any representation or warranty of Seller in this Agreement; (ii) any breach of or failure by the Seller or its Affiliates to perform, or cause to be performed, any of the covenants or obligations contained in this Agreement or the other agreements contemplated hereby; (iii) (A) any liability or obligation for Taxes of the Company, for any Tax period ending on or before the Closing Date (“Pre-Closing Tax Period”) or with respect to any Tax period that begins on or before and ends after the Closing Date (“Straddle Period”) for the portion thereof ending on the Closing Date, (B) any liability or obligation (as a result of Treasury Regulations Section 1.1502-6 or otherwise) for Taxes of any Person (other than Company) which is or has ever been affiliated with Company or with whom Company otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary, aggregate or similar Tax Return, prior to the Closing Date, (C) any Transfer Taxes allocated to the Seller pursuant to Section 4.6(g) or (D) any liability or obligation for Taxes relating to any breach of any covenant, breach of warranty as or failure of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller representations and warranties set forth in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this AgreementSection 2.11(j), (iik) based upon, arising out of, or otherwise in respect of (l); and (iv) any liability or obligation of the Business or Company relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilitiesoperation, conduct or (b) arising out activities of facts the Company or circumstances existing any Affiliate thereof prior to the Effective DateClosing, in each case other than those Damages based upon Asbestos-Related Liabilities, Environmental Liabilities or Taxes. Seller hereby acknowledges that all references to “the Company” in Section 5.2(a)(iii) and Section 5.2(a)(iv) (and any applicable definitions in defined terms used therein) include each predecessor entity merged into the Company. Notwithstanding anything herein to the contrary, the Buyer Indemnified Parties shall not be entitled to indemnification pursuant to Section 5.2(a)(i) until: (x) with respect to any given claim for Losses, such claim is individually (or when aggregated with claims arising out of the Assumed Liabilitiessame or similar facts and circumstances) in excess of $25,000 (the “Individual Basket Amount”) (it being understood that the Buyer Indemnified Parties may recover for the full amount of such Losses once the claim exceeds such Individual Basket Amount) and (y) the aggregate Losses of the Buyer Indemnified Parties with respect to indemnification claims pursuant to Section 5.2(a)(i) that individually exceed the Individual Basket Amount exceeds on a cumulative basis an amount equal to one percent (1%) of the Closing Payment (the “Deductible”), whereupon the Buyer Indemnified Parties shall be entitled to recover such Losses solely in excess of the Deductible; provided howeverthat, that in each case of clauses (x) and (y) of this sentence, the foregoing limitations shall not apply with respect to breaches of Seller Fundamental Representations. Notwithstanding the foregoing, the aggregate liability of the Seller for all indemnification claims brought pursuant to Section 5.2(a)(i) shall not be liable for any such Damages exceed an amount equal to ten percent (10%) of the extentClosing Payment; provided that, if any, such Damages result from or arise out with respect to breaches of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities ActSeller Fundamental Representations, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out aggregate liability of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that for such indemnity indemnification claims shall not inure exceed the Closing Payment. Notwithstanding the foregoing, the aggregate liability of the Seller for all indemnification claims brought pursuant to clause (D) of Section 5.2(a)(iii) shall not exceed the benefit amount set forth on Section 5.2(a)(iii) of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredDisclosure Schedules.

By the Seller. Subject to Section 7.1(E) hereofthe terms and conditions of this Article 7, ------------- the Seller shall indemnify, save, defend and hold harmless the Parent Purchaser, and Buyer its successors and their respective shareholdersassigns, and directors, officers, partnersemployees, and agents and employees (collectively, the hereinafter "Buyer Indemnified PartiesPurchaser's Affiliates") from and against any and all costsClaims (as defined below) asserted against, lawsuitsresulting to, lossesimposed upon, liabilitiesor incurred by Purchaser or Purchaser's Affiliates, deficienciesdirectly or indirectly, claims and expensesby reason of, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from from: (a) the inaccuracy or incident to any breach of any covenant, breach representation or warranty of warranty as of the Effective Date, Premium or the inaccuracy of any representation as of the Effective Date, made by the Seller contained in or made pursuant to this Agreement or any of the Ancillary Agreements, Instruments (regardless of whether such breach is deemed "material" for purposes of Section 6.1); (b) the breach of any covenant of Premium or the Seller contained in this Agreement or any other agreement contemplated hereby of the Ancillary Instruments; (c) any Claim by any person or entity, whether or not identified in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, that such person has or otherwise in had any rights with respect to the capital stock of Premium or payment of any liability or obligation of the Business or relating to the Assets distribution with respect thereto; or (ad) relating to any period prior to the Effective Date, other than those Damages based upon or Claim arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing Seller's failure to contribute as a capital contribution prior to the Effective Date, other than those Damages based upon Closing any amount owed to Premium by Seller; or (e) any and all claims for brokerage commissions or arising out finder's fees incurred by Seller in the execution of this Agreement or the consummation of the Assumed Liabilities; provided sale of the Premium Shares contemplated hereby (provided, however, that if, and only if, the Seller Closing occurs Purchaser shall not be liable for any such Damages cause Premium to pay (subject to the extentlimits set forth in Section 3.5) amounts due and payable to IJL under the IJL Agreement). As used in this Article 7, if anythe term "Claim" shall include (i) all debts, such Damages result from or arise out of a breach or violation of liabilities and obligations; (ii) all losses, damages (including, without limitation, consequential damages), judgments, awards, settlements, costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and attorneys fees and expenses (including those incurred to enforce rights under this Agreement by any Buyer Indemnified Parties, Article 7)); and (iii) any liability under the Securities Actall demands, the Exchange Act claims, suits, actions, costs of investigation, causes of action, proceedings and assessments, whether or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required not ultimately determined to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly deliveredvalid.