Common use of By the Sellers Clause in Contracts

By the Sellers. From and after the Closing, the Sellers, jointly and severally, agree to indemnify and hold harmless the Purchaser, each Affiliate of the Purchaser (other than the Companies and their Subsidiaries) and each director, officer and employee of the Purchaser or any of its Affiliates (collectively, the "PURCHASER INDEMNITEES") from and against any loss, liability, damage (exclusive of any Amended and Restated 33 Stock Purchase Agreement consequential, indirect, speculative or punitive damages) or cost, including reasonable attorneys' fees and other costs and expenses (collectively, "DAMAGES"), incurred or sustained by the Purchaser Indemnitees as a result of the breach by the Sellers of any covenant set forth in this Agreement or, subject to Section 7.1, any representation or warranty set forth in this Agreement, other than any Damages relating to Taxes which shall be governed exclusively by Section 4.4, PROVIDED that there shall not be any duplicative payments or indemnities by the Sellers. The rights of the Purchaser Indemnitees to indemnification under this Section 7 shall be limited as follows: (a) The amount of any Damages incurred or sustained by the Purchaser Indemnitees 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 Damages in the year such Damages were incurred or sustained or any prior year or any of the succeeding five years following the year the Damages were incurred or sustained (assuming all other items of deduction of the Purchaser or such Affiliate then available to the Purchaser or such Affiliate are realized first). If any such Tax benefit is realized after the date payment is made by a Seller pursuant to Section 7.2.1, the Purchaser Indemnitees shall pay over an amount equal to such Tax benefit promptly after such Tax benefit is realized. (b) The amount of any Damages incurred or sustained by the Purchaser Indemnitees shall be reduced by the net amount the Purchaser Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Purchaser, on behalf of the Purchaser Indemnitees, shall use reasonable efforts to effect any such recovery. (c) The Purchaser Indemnitees shall be entitled to indemnification under this Section 7 for breaches of representations and warranties (i) with respect to any individual claim or group of related claims, only if the amount of Damages (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds US$15,000 and (ii) with respect to all claims, only to the extent that the aggregate amount of Damages for such claims (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds 3% of the Purchase Price (as adjusted) and then only for the amount of such excess. In no event shall the Purchaser Indemnitees be entitled to indemnification exceeding 10% of the Purchase Price (as adjusted) in the aggregate. (d) The Purchaser Indemnitees shall not be entitled to make a claim for indemnification under this Section 7 for any breach by any Seller of any covenant, Amended and Restated 34 Stock Purchase Agreement representation or warranty set forth in this Agreement if the Purchaser had actual knowledge of such breach prior to the Closing. (e) The parties acknowledge that, pursuant to this Agreement, the Purchaser will acquire the respective Applicable Percentages of the total equity interests in each Company listed on Exhibit B-1 and a 90% equity interest in Thermometrics Beijing. The Sellers' obligation to indemnify the Purchaser Indemnitees for Damages incurred or sustained by them in connection with any Company listed on Exhibit B-1 or Thermometrics Beijing shall be limited to an amount equal to the product of the amount of Damages (reduced as provided in paragraphs (a) and (b) above) incurred or sustained by such entity multiplied by the Applicable Percentage in respect of such entity.

By the Sellers. From (a) Except for disputes under Section 2.3 (which shall be subject only to the remedies set forth in Section 2.3), from and after the Closing, the Sellers, Sellers jointly and severally, severally agree to indemnify indemnify, defend and hold harmless the Purchaser, each Affiliate of the Purchaser (other than the Companies and their Subsidiaries) Acquisitive Parties and each directorof their respective officers, officer directors, employees, agents and employee of the Purchaser or any of its Affiliates (collectively, the "PURCHASER INDEMNITEES") from and against any loss, liability, damage Loss (exclusive of any Amended and Restated 33 Stock Purchase Agreement consequential, indirect, speculative or punitive damages) or cost, including reasonable attorneys' fees and other costs and expenses expenses) (collectively, the "Damages") incurred or sustained by any Acquisitive Party, or any Subsidiary or Affiliate thereof, as a direct or indirect result of (i) the inaccuracy of any representation or warranty on the part of the Sellers under this Agreement, (ii) the breach of any covenant contained in this Agreement on the part of any Seller, (iii) the Retained Liabilities, (iv) the noncompliance of any Seller with the "bulk sales" laws as are applicable to the Sellers with respect thereto except to the extent that such Loss with respect to non-compliance with the "bulk sales" laws arises out of the failure of the Acquisitive Parties to comply with their obligations with respect to the Assumed Liabilities (the parties hereto acknowledge that the Sellers do not intend to comply with the provisions of the applicable "bulk sales" laws), and (v) any fines or penalties imposed upon the Buyer as a consequence of the failure of the Buyer to obtain any permits and/or licenses as are required by Law prior to the date hereof (the Buyer agrees hereby to use its best reasonable efforts to obtain each of the same as promptly after the date hereof as is reasonable). (b) Notwithstanding anything to the contrary contained herein in this Agreement, the parties hereto do hereby affirm that any and all instances of non-compliance with Law by any Seller prior to the date hereof are, and shall forever remain, a Retained Liability, and, in consideration thereof, the Buyer does hereby agree to assert no claim against any Seller with respect to any such actual or alleged instance of noncompliance with Law by the Company, or by any predecessor, prior to the date hereof, unless and until an action, claim, suit or proceeding with respect thereto is received by, asserted against or filed against either the Buyer or any Affiliate of the Buyer or any officer, director, employee, agent or representative thereof, in each case whether former or present, with respect to such instance of non-compliance by, or behalf of, any Official Body or Person. The Buyer shall, in all instances, be authorized to comply with any notification or like requirement imposed by Law in all respects, including the furnishing, at any time, of any notifications or other writings as are required by Law to any Official Body or other Person. The Buyer agrees to consult reasonably with the Sellers prior to furnishing any such notification in an effort to reasonably resolve the instances of non-compliance with Law or eliminate the need to notify any Official Body or Person or take other mutually agreeable action; provided, however, in the event that such notification must, in the reasonable opinion of the Buyer, be furnished within a period of three (3) days, or less, no such consultation shall be required and in the event, and in any instance, the parties disagree with respect to the requirement or content of such notification the reasonable and informed opinion of the Buyer shall be determinative. The Sellers do hereby irrevocably agree to not assert as a defense, or permit to be asserted as a defense, to any claim by any Acquisitive Party, or any Affiliate, pursuant to the Agreement that such action, suit, claim or proceeding was initiated or instigated or is a result of, in whole or in part, any notification sent pursuant to, and in accordance with, this Section. The foregoing provisions of Section 6.2.1(b) are hereinafter referred to collectively as the "Mechanics." Upon receipt of any order, notice or other written communication from any Official Body (collectively, the "Order") requiring investigation, remediation, monitoring or similar activities (collectively, "DAMAGESRemedial Actions") at any of the properties transferred to Acquisitive Parties under this Agreement or at any of the Retained Owned Real Property or Retained Leased Real Property (hereinafter, collectively the "Properties"), incurred Sellers shall perform all necessary Remedial Actions in accordance with the laws, rules, orders and regulations applicable thereto. Acquisitive Parties shall provide Sellers, its employees, agents, representatives or sustained by the Purchaser Indemnitees as a result of the breach other persons authorized in writing by the Sellers with reasonable access to the Properties to perform the Remedial Actions with respect to Owned Real Property and will use reasonable efforts with respect to Retained Leased Real Property (which shall not include the obligation to pay any money, commence a legal action or furnish any consideration), provided that such work does not unreasonably interfere with Acquisitive Parties' operations, except to the extent as required by any Environmental Laws or Official Body. Acquisitive Parties shall also provide Sellers, its employees, agents, representatives or other persons authorized in writing by the Sellers with reasonable access to the Properties in the event that Sellers elect to perform Remedial Actions at any of the Properties in the absence of an Order, provided that such work is performed in accordance with applicable laws, rules, orders and regulations and does not unreasonably interfere with Acquisitive Parties' operations, except to the extent as required by any Environmental Law or Official Body. To the extent that Sellers' further investigation determines that the release, condition or other event requiring a Remedial Action is the result of or attributable to the actions of Acquisitive Parties or any officer, director, employee, agent or representative hereof, and/or Acquisitive Parties' operations at, on or around the Properties, Sellers shall provide notification to Acquisitive Parties and shall be entitled to recover all costs and expenses, including reasonable attorneys' and consultant's fees and expenses, incurred in connection with its Remedial Actions which are necessary to address such release, condition or other event; provided, however, that Sellers shall not be entitled to recover that portion of the costs and expenses incurred which are attributable to any Retained Liability. (c) In the event that, at any time from and after the date hereof, any Acquisitive Party receives a bona fide offer from any Person to acquire any real property of any covenant Acquisitive Party, or any affiliate or predecessor, acquired by any Acquisitive Party pursuant to the terms hereof which said Acquisitive Party is desirous of accepting or causing the Buyer to accept, the Acquisitive Party shall forthwith furnish a copy of such bona fide offer to the Sellers, subject to any confidentiality obligations which may be imposed upon the Acquisitive Party. In the event that such prospective purchaser (a) requests remediation, in whole or in part, of such property in order to "bring the same" into compliance with then applicable Environmental Laws or (b) requests any indemnification or protection from any Loss, in any way, or howsoever phrased, from the Acquisitive Party with respect to the failure of such real property to then be in compliance with then applicable Environmental Laws (each of [a] and [b] are hereinafter referred to as a "Triggering Request"), the Sellers shall assert no claim against the Buyer or any Acquisitive Party or defense of any claim by any of the Acquisitive Parties based upon the results of such review and/or the possibility that the results thereof may require the Buyer to furnish notification to any Official Body and, within thirty (30) days of receipt by the Seller of such Triggering Request, the Seller shall either (i) agree, with such prospective purchaser and the Acquisitive Party, in form and substance satisfactory to each of the same, to promptly arrange for, and promptly prosecute to completion, any and all remediation or like action required by the purchaser or prospective purchaser of that property in order to cause the same to be in compliance with then applicable Environmental Laws, (ii) furnish such protection from any Loss directly from the Sellers to the bona fide purchaser in order that such purchaser will consummate the transaction which is the subject of the bona fide offer or (iii) failing to fully and completely comply with either (i) or (ii) within such thirty (30) day period, the Sellers shall, within five (5) Business Days after the expiration of the noted thirty (30) day period, purchase, acquire and pay for said real property, without warranty as to compliance with the Environmental Laws prior to the date hereof, by paying to the Acquisitive Party that purchase price referred to in the bona fide offer. The Acquisitive Party shall have no obligation, direct or indirect, to effect any testing, remediation or any indemnification, whatsoever, to the Sellers with respect to compliance of the subject property with the Environmental Laws as of the date of transfer or otherwise. Should the Sellers fail to comply herewith, the Acquisitive Parties shall have all the rights and remedies available under then applicable Environmental Laws, and the Sellers agree to pay, on demand, to the Acquisitive Party all reasonable legal fees, costs and expenses incurred by the Acquisitive Party in connection with the enforcement of this provision and interest on such purchase price as was noted in the bona fide offer from and after the expiration of the fifth (5th) day after expiration of thirtieth (30th) day after receipt of such offer by the Sellers until such sum is paid to the Acquisitive Party at that interest rate set forth in Section 2.7 hereof. Any provision of this Agreement orSection 6.2.1(c) to the contrary notwithstanding, subject to Section 7.1in the event that condition(s) or circumstance(s) on said real property does not constitute a Retained Liability, any representation or warranty set forth in this Agreement, other than any Damages relating to Taxes which Seller shall be governed exclusively by Section 4.4, PROVIDED that there entitled to recover from the Acquisitive Parties all Losses arising therefrom. (d) There shall not be any duplicative payments payments, purchase price adjustments or indemnities by the Sellers. The rights Sellers (provided, however, that in no event shall the Sellers receive any benefit or reduction in their liabilities or obligations hereunder based upon insurance funds or proceeds which may, at any time, be recovered by, or on behalf of, any Acquisitive Party pursuant to the policies of the Purchaser Indemnitees to indemnification under this Section 7 shall be limited Acquisitive Parties or any tax benefits garnered by any Acquisitive Party as follows: (a) The amount a result of any Damages incurred payments made by, or sustained by the Purchaser Indemnitees shall be reduced by the net amount of on behalf of, any Tax benefits actually realized by the Purchaser or any of its Affiliates by reason of such Damages in the year such Damages were incurred or sustained or any prior year or any of the succeeding five years following the year the Damages were incurred or sustained (assuming all other items of deduction of the Purchaser or such Affiliate then available to the Purchaser or such Affiliate are realized first). If any such Tax benefit is realized after the date payment is made by a Seller pursuant to Section 7.2.1, the Purchaser Indemnitees shall pay over an amount equal to such Tax benefit promptly after such Tax benefit is realized. (b) The amount terms of any Damages incurred or sustained by the Purchaser Indemnitees shall be reduced by the net amount the Purchaser Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such DamagesAgreement), and any reserves specifically established on the Purchaser, on behalf of Closing Date Balance Sheet with respect to any matter as to which the Purchaser Indemnitees, shall use reasonable efforts to effect any such recovery. (c) The Purchaser Indemnitees shall Acquisitive Parties would otherwise be entitled to indemnification under this Section 7 for breaches of representations hereunder shall first be utilized, and warranties (i) with respect to any individual claim a claim, or group of related claims, only if asserted based thereon against the amount of Damages (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds US$15,000 and (ii) with respect to all claims, Sellers shall be payable or indemnifiable only to the extent that the aggregate amount of Damages for such claims (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds 3% of exceed the Purchase Price (as adjusted) and then only for the remaining amount of such excessreserve or reserves. In no event shall the Purchaser Indemnitees be entitled to indemnification exceeding 10% of the Purchase Price (as adjusted) in the aggregate. (d) The Purchaser Indemnitees Acquisitive Parties shall not be entitled to make a claim for indemnification under this Section 7 6.1.2 based upon any item which was the subject of the net worth adjustment in connection with the establishment of the Closing Date Balance Sheet. Notwithstanding the foregoing, the Buyer shall not be permitted to seek recovery against the Sellers for any breach by any Seller amounts already received from the insurance policies of any covenantthe Sellers, Amended and Restated 34 Stock Purchase Agreement representation or warranty pursuant to those policies set forth in this Agreement if the Purchaser had actual knowledge of such breach prior to the Closingon Schedule 2.5(q). (e) The parties acknowledge thatAcquisitive Parties shall have the right to assert a claim, or claims, for indemnification under this Section 6.2.1 pursuant to this Agreementsuch provision or provisions, the Purchaser will acquire the respective Applicable Percentages of the total equity interests in each Company listed on Exhibit B-1 Agreement as the Acquisitive Parties may, from time to time, determine when one (1), or more, such provisions of the Agreement are applicable to the facts and circumstances of such a 90% equity interest in Thermometrics Beijing. claim. (f) The Sellers' obligation to indemnify the Purchaser Indemnitees for Damages incurred or sustained by them in connection with any Company listed on Exhibit B-1 or Thermometrics Beijing Acquisitive Parties shall be limited entitled to an indemnification under clause (i) of Section 6.2.1 (a) only to the extent that the aggregate amount equal to of Damages exceeds the net of (A) One Hundred and Fifty Thousand ($150,000) Dollars minus (B) the product of (i) .50 and (ii) the amount that is the difference between (x) One Million Three Hundred and Forty Five Thousand ($1,345,000) Dollars and (y) all amounts paid or accrued (if the event giving rise to the payment obligation has occurred and a written claim has been received by a Seller prior to the expiration of the one (1) year period after the Closing) by SunSource pursuant to the SM Agreements within such one (1) year period up to a maximum amount of One Hundred and Fifty Thousand ($150,000) Dollars (the amount that is equal to (A) minus (B) is hereinafter referred to as the "Basket"). Further, the Acquisitive Parties agree, with respect to a claim for indemnity under Section 6.2.1(a)(i) only, to assert no claim with respect to a breach or a group of related breaches based upon a specific fact or controversy or series of related facts or controversies if the Damages ascribed thereto are less than Five Thousand ($5,000) Dollars, and no claim, or claims, are to be configured so as to avoid the limitations of this sentence, provided, however, when the amount of Damages the assertion of which would otherwise be precluded by this sentence exceeds Twenty-Five Thousand (reduced as provided $25,000) Dollars, then the Acquisitive Parties shall be entitled to assert and to recover claims thereafter without regard to the exclusionary impact of this sentence in paragraphs order that claims of less than Five Thousand (a$5,000) Dollars may then be thereafter recoverable. The Basket and (b) above) incurred or sustained by such entity multiplied by the Applicable Percentage in respect other provisions of such entitythis Section are not applicable other than with reference to claims asserted pursuant to Section 6.2.1(a)(i).

By the Sellers. From and after the Closing, the The Sellers, jointly and severally, covenant and agree to defend, indemnify and hold harmless the Purchaser, each Affiliate of the Purchaser (other than the Companies Buyers and their Subsidiaries) Affiliates, and each directortheir respective officers, officer and employee of the Purchaser or any of its Affiliates directors, employees, agents, advisers, representatives (collectively, the "PURCHASER BUYER INDEMNITEES") from and against against, and pay or reimburse the Buyer Indemnitees for any lossand all claims, liabilityliabilities, damage obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (exclusive of any Amended whether absolute, accrued, conditional or otherwise and Restated 33 Stock Purchase Agreement consequential, indirect, speculative whether or punitive damages) or costnot resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees and other costs and expenses incurred in the investigation or defense of any of the same or in asserting any of the rights hereunder (collectively, "DAMAGESLOSSES"), incurred ) resulting from or sustained arising out of: (i) any inaccuracy of any representation or warranty when made or deemed made by any Seller herein or in any Collateral Agreement or in connection herewith or therewith (except to the extent such inaccuracies were disclosed on the Closing certificate provided by the Purchaser Indemnitees as a result Sellers pursuant to Section 5.2.1); (ii) any failure of any Seller to perform any covenant or agreement hereunder or under any Collateral Agreement or fulfill any other obligation in respect hereof or of any Collateral Agreement (except to the extent such failures were disclosed on the Closing certificate provided by the Sellers pursuant to Section 5.2.1); (iii) any Excluded Liabilities or Excluded Assets; (iv) any and all liabilities for Taxes imposed on any Seller or its Affiliates and any liability for Pre-Closing Property Taxes; (v) any and all liabilities in respect of Employees and any and all liabilities in respect of the breach termination by the Sellers of any covenant set forth in this Agreement orPlan, whether or not such termination occurs on or after Closing Date, except with respect to Losses that are subject to an indemnity pursuant to Section 7.18.2(b)(v), (vi) and (vii) of this Agreement; (vi) all Environmental Liabilities and Costs arising out of or in any way connected with the breach of any representation or warranty set forth provided to the Buyers in this Agreement; (vii) any product liability claim, product recall, or regulatory action with respect to products manufactured or sold or events occurring prior to the Closing; and (viii) any failure of the Sellers to comply with applicable bulk sales law. Any Buyer Indemnitee's right to indemnity hereunder (or other remedy, except in connection with fraud) for any Losses shall be subject to the following limitations: (1) No indemnification shall be required to be made by the Sellers solely under Section 8.2(a)(i) until the aggregate amount of Losses exceeds $100,000; PROVIDED that, if the aggregate amount of Losses exceeds such amount, indemnification shall be made with respect to all Losses. (2) To the extent that any Buyer Indemnitee is seeking indemnification solely under Section 8.2(a)(i), such Buyer Indemnitee shall be entitled to indemnity only for those Losses to which such Buyer Indemnitee has given written notice thereof to the Sellers within the time period related to the applicable survival period pursuant to Section 8.2(d). Such Buyer Indemnitee may at its option give notice under this Section 8.2(a) as soon as it has become aware of a potential third party claim in respect of any breach of any representation or warranty of the Sellers contained in this Agreement, other than regardless of whether any Damages relating Losses have been suffered, so long as such Buyer Indemnitee shall in good faith determine that such potential claim is not frivolous or that such Buyer Indemnitee may be liable or otherwise incur Losses as a result of such claim and shall give written notice of such determination to Taxes which shall be governed exclusively by Section 4.4, PROVIDED that there shall not be any duplicative payments or indemnities by the Sellers. The rights Any written notice delivered by such Buyer Indemnitee pursuant to this subparagraph (2) shall set forth with specificity the basis of the Purchaser Indemnitees to indemnification under this Section 7 shall be limited as follows:claim for Losses and an estimate of the amount thereof. (a3) In no event shall the Buyer Indemnitees be entitled to indemnity under Section 8.2(a) for Losses in excess of an aggregate amount equal to $57,100,000. (4) The amount of Losses and recovery hereunder in connection with any Damages incurred or sustained by the Purchaser Indemnitees Claim 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 Damages in the year such Damages were incurred or sustained or any prior year or any of the succeeding five years following the year the Damages were incurred or sustained (assuming all other items of deduction of the Purchaser or such Affiliate then available to the Purchaser or such Affiliate are realized first). If any such Tax benefit is realized after the date payment is made by a Seller pursuant to Section 7.2.1, the Purchaser Indemnitees shall pay over an amount equal to such Tax benefit promptly after such Tax benefit is realized. (b) The amount of any Damages incurred or sustained by the Purchaser Indemnitees shall be reduced by the net amount the Purchaser Indemnitees recover Buyer Indemnitee recovers (after deducting all attorneys' fees, fees and expenses and other costs of related to obtaining such recovery) from any insurer or other party liable for in respect of such Damages, and the Purchaser, on behalf of the Purchaser Indemnitees, shall use reasonable efforts to effect any such recoveryLosses. (c5) The Purchaser Indemnitees shall be entitled to indemnification under this Section 7 for breaches of representations and warranties (i) with respect to any individual claim or group of related claims, only if the amount of Damages (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds US$15,000 and (ii) with respect to all claims, only to the extent that the aggregate amount of Damages for such claims (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds 3% of the Purchase Price (as adjusted) and then only for the amount of such excess. In no event shall the Purchaser Buyer Indemnitees be entitled to indemnification exceeding 10% of the Purchase Price (as adjusted) in the aggregaterecover any Losses constituting consequential, punitive or other special damages. (d) The Purchaser Indemnitees shall not be entitled to make a claim for indemnification under this Section 7 for any breach by any Seller of any covenant, Amended and Restated 34 Stock Purchase Agreement representation or warranty set forth in this Agreement if the Purchaser had actual knowledge of such breach prior to the Closing. (e) The parties acknowledge that, pursuant to this Agreement, the Purchaser will acquire the respective Applicable Percentages of the total equity interests in each Company listed on Exhibit B-1 and a 90% equity interest in Thermometrics Beijing. The Sellers' obligation to indemnify the Purchaser Indemnitees for Damages incurred or sustained by them in connection with any Company listed on Exhibit B-1 or Thermometrics Beijing shall be limited to an amount equal to the product of the amount of Damages (reduced as provided in paragraphs (a) and (b) above) incurred or sustained by such entity multiplied by the Applicable Percentage in respect of such entity.

By the Sellers. From The Sellers covenant and after the Closing, the Sellers, jointly and severally, agree to defend, indemnify and hold harmless the PurchaserBuyer, each Affiliate of the Purchaser (other than the Companies and their Subsidiaries) and each director, officer and employee of the Purchaser or any of its Affiliates and the officers, directors, employees, agents, advisers and representatives of each such Person (collectively, the "PURCHASER INDEMNITEES"“Buyer Indemnitees”) from and against against, and pay or reimburse the Buyer Indemnitees for any lossand all claims, liabilityliabilities, damage obligations, Taxes, losses, fines, royalties, proceedings, deficiencies or damages (exclusive whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys’ and accountants’ fees incurred in the investigation or defense of any Amended and Restated 33 Stock Purchase Agreement consequential, indirect, speculative of the same or punitive damages) or cost, including reasonable attorneys' fees and other costs and expenses in asserting any of their respective rights hereunder (collectively, "DAMAGES"“Losses”), incurred resulting from or sustained arising out of: (i) any inaccuracy of any representation or warranty made by any Seller in (A) this Agreement, (B) the Company Disclosure Letter, (C) any transfer instrument, (D) the certificate delivered pursuant to Section 5.2.1(d), (E) all instruments and other documents effecting the transfer of Assets or the assumption of Assumed Liabilities pursuant to this Agreement or (F) the Trade Accounts Payable Statement; (ii) any failure of either Seller to perform any covenant or agreement set forth herein; (iii) any Excluded Assets; (iv) any Retained Liabilities (including, without limitation, the failure to pay any Retained Liabilities), except to the extent that such liability is an Assumed Liability; (v) any and all Benefit Liabilities in respect of Employees except, with respect to Employees and Transferred Employees, to the extent assumed by the Purchaser Indemnitees Buyer pursuant to Article VI; and (vi) any claim set forth in Section 9.2(a) of the Company Disclosure Letter. Sellers shall have no obligation to defend, indemnify or hold harmless the Buyer with respect to any Environmental Liability if any such liability relates to, arises out of or is triggered by any condition that is discovered or identified as a result of the breach any investigation, testing or sampling conducted by the Sellers of any covenant set forth in this Agreement or, subject to Section 7.1, any representation or warranty set forth in this Agreement, other than any Damages relating to Taxes which shall be governed exclusively by Section 4.4, PROVIDED that there shall not be any duplicative payments or indemnities by the Sellers. The rights of the Purchaser Indemnitees to indemnification under this Section 7 shall be limited as follows: (a) The amount of any Damages incurred or sustained by the Purchaser Indemnitees 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 Damages in the year such Damages were incurred or sustained or any prior year or any of the succeeding five years following the year the Damages were incurred or sustained (assuming all other items of deduction of the Purchaser or such Affiliate then available to the Purchaser or such Affiliate are realized first). If any such Tax benefit is realized after the date payment is made by a Seller pursuant to Section 7.2.1, the Purchaser Indemnitees shall pay over an amount equal to such Tax benefit promptly after such Tax benefit is realized. (b) The amount of any Damages incurred or sustained by the Purchaser Indemnitees shall be reduced by the net amount the Purchaser Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Purchaser, on behalf of the Purchaser IndemniteesBuyer after the Closing, shall use reasonable efforts to effect except for any such recovery. action as is required by law, provided, however, that this limitation shall not apply to (cx) The Purchaser Indemnitees any investigation, testing or sampling conducted pursuant to Section 4.3 hereof; (y) any investigation, testing or sampling required in connection with the financing of the transactions contemplated hereby (including without limitation the proposed sale-leaseback of the Owned Real Property located in Xxxx and Royal Oak, Michigan); or (z) any condition that is discovered or identified incidentally in connection with capital improvements initiated by the Buyer in the ordinary course of business. Any Environmental Liability or condition requiring indemnification or remediation by Sellers under the terms of this Agreement shall be entitled indemnified or remediated only to the extent required by Environmental Laws for industrial use of the Real Property to be remediated (including the use of reasonable engineering and/or institutional controls, use restrictions and covenants). The Seller shall control all remediation required of Seller under the terms of this Agreement and all negotiations with any Governmental Authority with respect to such remediation, provided that the Buyer shall be given reasonable notice of and have the right to attend all meetings between any Governmental Authority and Sellers and/or their consultant and, and further provided that neither Sellers’ remediation activities, nor any actions or restrictions agreed to with any Governmental Authority shall unreasonably interfere with Buyer’s current or future use of the applicable site for industrial purposes. Except for indemnification under this Section 7 for breaches of claims arising from inaccuracies in the representations and warranties contained in Section 3.1.1, 3.1.2, 3.1.3, 3.1.6, 3.1.10 (iinsofar as it relates to title to Assets with an acquired value or original asset cost, as shown in Section 1.1(a) of the Company Disclosure Letter, in excess of $10,000) or 3.1.22, the Sellers shall not be required to indemnify the Buyer Indemnitees with respect to any individual claim or group of related claims, only if the amount of Damages for indemnification pursuant to Section 9.2(a)(i) (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds US$15,000 and (ii) other than with respect to any claim for indemnification pursuant to Section 9.2(a)(i)(F)) unless and until the aggregate amount of all claims, claims against the Sellers under such Section 9.2(a)(i) (other than with respect to any claim for indemnification pursuant to Section 9.2(a)(i)(F)) exceeds $1,000,000 and then only to the extent that the such aggregate amount of Damages exceeds $1,000,000. Notwithstanding the foregoing, in no event shall the Sellers’ aggregate liability for claims under such claims Section 9.2(a)(i) (reduced as provided in paragraphs (aother than with respect to any claim for indemnification pursuant to Section 9.2(a)(i)(F), (b) and (e) of this Section 7.2.1) exceeds 3exceed 20% of the Purchase Price paid on the Closing Date; provided, however, that with respect to inaccuracies in the representation and warranties contained in Section 3.1.1, 3.1.2, 3.1.3, 3.1.6, 3.1.10 (insofar as adjustedit relates to title to Assets with an acquired value or original asset cost, as shown in Section 1.1(a) and then only of the Company Disclosure Letter, in excess of $10,000) or 3.1.22, the Sellers aggregate liability for the amount of such excess. In no event claims shall the Purchaser Indemnitees be entitled to indemnification exceeding 10% of not exceed the Purchase Price (as adjusted) in paid on the aggregateClosing Date. (d) The Purchaser Indemnitees shall not be entitled to make a claim for indemnification under this Section 7 for any breach by any Seller of any covenant, Amended and Restated 34 Stock Purchase Agreement representation or warranty set forth in this Agreement if the Purchaser had actual knowledge of such breach prior to the Closing. (e) The parties acknowledge that, pursuant to this Agreement, the Purchaser will acquire the respective Applicable Percentages of the total equity interests in each Company listed on Exhibit B-1 and a 90% equity interest in Thermometrics Beijing. The Sellers' obligation to indemnify the Purchaser Indemnitees for Damages incurred or sustained by them in connection with any Company listed on Exhibit B-1 or Thermometrics Beijing shall be limited to an amount equal to the product of the amount of Damages (reduced as provided in paragraphs (a) and (b) above) incurred or sustained by such entity multiplied by the Applicable Percentage in respect of such entity.

By the Sellers. (a) From and after the ClosingClosing Date, to the extent provided in this Section 13, the SellersSellers shall, jointly and severally, agree to indemnify and hold harmless each Buying Party, and its successors and assigns, and its officers, directors, employees, stockholders, agents, affiliates and any Person who controls any Buying Party within the Purchaser, each Affiliate meaning of the Purchaser Securities Act or the Exchange Act (other than the Companies and their Subsidiaries) and each directoreach, officer and employee of the Purchaser or any of its Affiliates (collectively, the an "PURCHASER INDEMNITEESIndemnified Buyer Party") from and against any lossliabilities, liabilityclaims, damage demands, judgments, losses, costs, damages or expenses whatsoever (exclusive of any Amended including attorneys', consultants' and Restated 33 Stock Purchase Agreement consequential, indirect, speculative or punitive damages) or cost, including reasonable attorneys' other professional fees and other costs disbursements of every kind, nature and expenses description incurred by such Indemnified Buyer Party in connection therewith) (collectively, "DAMAGESDamages")) that such Indemnified Buyer Party may sustain, incurred suffer or sustained by the Purchaser Indemnitees as a incur and that result from, arise out of the or relate to (i) any breach by the Sellers of any covenant set forth in this Agreement or, subject to Section 7.1, any representation or warranty set forth of any Seller contained in this Agreement, other than (ii) any Damages relating Environmental Condition existing on or prior to Taxes which shall be governed exclusively by Section 4.4the Closing, PROVIDED and (iii) any breach of any covenant or agreement of the Sellers contained in this Agreement, except that there shall not be any duplicative payments or indemnities by the Sellers. The rights of the Purchaser Indemnitees to indemnification ' obligations under this Section 7 13 with respect to any breach of the covenants set forth in Section 12 shall be limited as follows: (a) several and not joint. The amount of any Damages incurred or sustained by the Purchaser Indemnitees 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 Damages in the year such Damages were incurred or sustained or any prior year or any indemnification obligations of the succeeding five years following Sellers under clauses (i) and (ii) of this Section 13.1(a) are referred to herein as the year the Damages were incurred or sustained (assuming all other items of deduction of the Purchaser or such Affiliate then available to the Purchaser or such Affiliate are realized first). If any such Tax benefit is realized after the date payment is made by a Seller pursuant to Section 7.2.1, the Purchaser Indemnitees shall pay over an amount equal to such Tax benefit promptly after such Tax benefit is realized"Sellers' Non-Covenant Indemnification Obligations." (b) The amount Notwithstanding any provisions of any Damages incurred or sustained by this Section 13 to the Purchaser Indemnitees contrary, the Sellers' Non-Covenant Indemnification Obligations shall be reduced limited to (i) an aggregate of $550,000 for Claim Notices made by Indemnified Buyer Parties on or before the net amount the Purchaser Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Purchaser, on behalf first anniversary of the Purchaser Indemnitees, shall use reasonable efforts to effect any such recoveryClosing Date and (ii) an aggregate of $200,000 for Claim Notices made by Indemnified Buyer Parties after the first anniversary of the Closing Date. (c) The Purchaser Indemnitees sole source of funds to satisfy the Sellers' Non-Covenant Indemnification Obligations relating to Claim Notices made by Indemnified Buyer Parties on or before the first anniversary of the Closing Date shall be entitled limited to indemnification under this Section 7 for breaches of representations and warranties (i) with respect the Escrow Funds held by the Escrow Agent pursuant to any individual claim or group of related claims, only if the amount of Damages (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds US$15,000 Escrow Agreement and (ii) with respect to all claimsthe amounts, only if any, payable to the extent that the aggregate amount of Damages for such claims (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds 3% of the Purchase Price (as adjusted) and then only for the amount of such excess. In no event shall the Purchaser Indemnitees be entitled to indemnification exceeding 10% of the Purchase Price (as adjusted) in the aggregate. (d) The Purchaser Indemnitees shall not be entitled to make a claim for indemnification under this Section 7 for any breach by any Seller of any covenant, Amended and Restated 34 Stock Purchase Agreement representation or warranty set forth in this Agreement if the Purchaser had actual knowledge of such breach prior to the Closing. (e) The parties acknowledge that, Sellers pursuant to this Agreement, the Purchaser will acquire the respective Applicable Percentages of the total equity interests in each Company listed on Exhibit B-1 and a 90% equity interest in Thermometrics Beijing. The Sellers' obligation to indemnify the Purchaser Indemnitees for Damages incurred or sustained by them in connection with any Company listed on Exhibit B-1 or Thermometrics Beijing shall be limited to an amount equal to the product of the amount of Damages (reduced as provided in paragraphs (a) and (b) above) incurred or sustained by such entity multiplied by the Applicable Percentage in respect of such entity.Section 2.2 as

By the Sellers. From If, and after only if the ClosingEscrow Break occurs, the Sellers, jointly and severally, Sellers further agree to indemnify and hold harmless the PurchaserBuyer from any and all claims, each Affiliate of the Purchaser (other than the Companies and their Subsidiaries) and each directordamages, officer and employee of the Purchaser or any of its Affiliates (collectivelylosses, the "PURCHASER INDEMNITEES") from and against any lossliabilities, liability, damage (exclusive of any Amended and Restated 33 Stock Purchase Agreement consequential, indirect, speculative or punitive damages) or cost, including reasonable attorneys' fees and other costs and expenses (collectivelyincluding, 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, to the extent arising out of facts or circumstances occurring on or before the Escrow Break Date: (i) Any claims of unaffiliated third parties relating to or against the Sellers or the Assets, or any liabilities of the Sellers not specifically assumed by the Buyer pursuant this Agreement; (ii) Any violation by Intercarp or by any Seller of, or any failure by Intercarp or any Seller to comply with, any law, ruling, order, decree or regulation applicable to Intercarp and/or the Sellers, the Assets or their respective businesses, in each case occurring on or before the Escrow Break Date, whether or not any such violation or failure to comply has been disclosed to the Buyer in connection with the transfer of the Assets, provided that Buyer may seek indemnity under this clause (ii) solely for its out-of-pocket damages, costs and expenses; (iii) Any liabilities or obligations of the Sellers, including without limitation tax liabilities, allocable or attributable to the Assets, to the extent accruing or arising out of facts occurring in respect of or attributable to periods prior to and including the Escrow Break Date; and (iv) Any liabilities or obligations of Intercarp, whether or not disclosed to Buyer, including without limitation (v) tax liabilities, (w) liabilities associated with Intercarp's acquisition of the interests of CS Realty or the issuance of any interests in Intercarp to Investment Capital Associates ("DAMAGESICA"), incurred or sustained (x) liabilities arising under that certain Exchange Agent Agreement dated June 2, 1998 by the Purchaser Indemnitees as a result and among Intercarp and CS Realty, ICA and Interstate Hotels Company, (y) liabilities arising out of the breach by matters described in the Sellers of any covenant set forth in this Agreement orLawrxxxx Xxxter, subject to Section 7.1, any representation or warranty set forth in this Agreement, other than any Damages relating to Taxes which shall be governed exclusively by Section 4.4, PROVIDED that there shall not be any duplicative payments or indemnities by the Sellers. The rights and (z) liabilities arising out of the Purchaser Indemnitees to indemnification under this Section 7 shall be acquisition by Intercarp of units of limited as follows: (a) The amount of any Damages incurred or sustained by the Purchaser Indemnitees 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 Damages partnership interest in the year such Damages were incurred or sustained or any prior year or any of the succeeding five years following the year the Damages were incurred or sustained (assuming all other items of deduction of the Purchaser or such Affiliate then available CHS, in each case, to the Purchaser extent accruing or such Affiliate are realized first)arising out of facts occurring in respect of or attributable to periods prior to and including the Escrow Break Date. If any such Tax benefit is realized after the date payment is made by a Seller pursuant to Section 7.2.1, the Purchaser Indemnitees shall pay over an amount equal to such Tax benefit promptly after such Tax benefit is realized. (b) The amount of any Damages incurred or sustained by the Purchaser Indemnitees shall be reduced by the net amount the Purchaser Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Purchaser, on behalf of the Purchaser Indemnitees, shall use reasonable efforts to effect any such recovery. (c) The Purchaser Indemnitees shall be entitled to indemnification under this Section 7 for breaches of representations and warranties (i) with respect to any individual claim or group of related claims, only if the amount of Damages (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds US$15,000 and (ii) with respect to all claims, only to To the extent that the aggregate amount of Damages for such claims indemnities contained in subparagraphs (reduced as provided in paragraphs (a), (bii) and (eiv) of this Section 7.2.1) exceeds 3% of the Purchase Price (as adjusted) and then only for the amount of such excess. In no event shall the Purchaser Indemnitees be entitled above apply to indemnification exceeding 10% of the Purchase Price (as adjusted) in the aggregate. (d) The Purchaser Indemnitees any liability, obligation, violation or failure by Intercarp, they shall not be entitled extend to make a claim for indemnification under this Section 7 for indemnify or protect Buyer in any breach by any Seller of any covenant, Amended and Restated 34 Stock Purchase Agreement representation or warranty set forth in this Agreement if the Purchaser had actual knowledge of such breach prior manner with respect to the Closing. (e) The parties acknowledge that, pursuant to this Agreement, the Purchaser will acquire the respective Applicable Percentages of the total equity interests in each Company listed on Exhibit B-1 and a 90% equity Buyer's existing interest in Thermometrics Beijing. The Sellers' obligation to indemnify the Purchaser Indemnitees for Damages incurred or sustained by them in connection with any Company listed on Exhibit B-1 or Thermometrics Beijing shall be limited to an amount equal to the product of the amount of Damages (reduced as provided in paragraphs (a) and (b) above) incurred or sustained by such entity multiplied by the Applicable Percentage in respect of such entityIntercarp.

By the Sellers. (1) From and after the ClosingClosing Date, to the extent provided in this Section 13, the SellersSellers shall, jointly and severally, agree to indemnify and hold harmless each Buying Party, and its successors and assigns, and its officers, directors, employees, stockholders, agents, affiliates and any Person who controls any Buying Party within the Purchaser, each Affiliate meaning of the Purchaser Securities Act or the Exchange Act (other than the Companies and their Subsidiaries) and each directoreach, officer and employee of the Purchaser or any of its Affiliates (collectively, the an "PURCHASER INDEMNITEESIndemnified Buyer Party") from and against any lossliabilities, liabilityclaims, damage demands, judgments, losses, costs, damages or expenses whatsoever (exclusive of any Amended including attorneys', consultants' and Restated 33 Stock Purchase Agreement consequential, indirect, speculative or punitive damages) or cost, including reasonable attorneys' other professional fees and other costs disbursements of every kind, nature and expenses description incurred by such Indemnified Buyer Party in connection therewith) (collectively, "DAMAGESDamages")) that such Indemnified Buyer Party may sustain, incurred suffer or sustained by the Purchaser Indemnitees as a incur and that result from, arise out of the or relate to (i) any breach by the Sellers of any covenant set forth in this Agreement or, subject to Section 7.1, any representation or warranty set forth of any Seller contained in this Agreement, other than (ii) any Damages relating Environmental Condition existing on or prior to Taxes which shall be governed exclusively by Section 4.4the Closing, PROVIDED and (iii) any breach of any covenant or agreement of the Sellers contained in this Agreement, except that there shall not be any duplicative payments or indemnities by the Sellers. The rights of the Purchaser Indemnitees to indemnification ' obligations under this Section 7 shall be limited as follows: (a) The amount of any Damages incurred or sustained by the Purchaser Indemnitees 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 Damages in the year such Damages were incurred or sustained or any prior year or any of the succeeding five years following the year the Damages were incurred or sustained (assuming all other items of deduction of the Purchaser or such Affiliate then available to the Purchaser or such Affiliate are realized first). If any such Tax benefit is realized after the date payment is made by a Seller pursuant to Section 7.2.1, the Purchaser Indemnitees shall pay over an amount equal to such Tax benefit promptly after such Tax benefit is realized. (b) The amount of any Damages incurred or sustained by the Purchaser Indemnitees shall be reduced by the net amount the Purchaser Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Purchaser, on behalf of the Purchaser Indemnitees, shall use reasonable efforts to effect any such recovery. (c) The Purchaser Indemnitees shall be entitled to indemnification under this Section 7 for breaches of representations and warranties (i) 13 with respect to any individual claim or group breach of related claims, only if the amount covenants set forth in Section 12 shall be several and not joint. The indemnification obligations of Damages the Sellers under clauses (reduced as provided in paragraphs (a), (bi) and (eii) of this Section 7.2.113.1(a) exceeds US$15,000 are referred to herein as the "Sellers' Non-Covenant Indemnification Obligations." (2) Notwithstanding any provisions of this Section 13 to the contrary, the Sellers' Non-Covenant Indemnification Obligations shall be limited to (i) an aggregate of $550,000 for Claim Notices made by Indemnified Buyer Parties on or before the first anniversary of the Closing Date and (ii) with respect to all claims, only to an aggregate of $200,000 for Claim Notices made by Indemnified Buyer Parties after the extent that the aggregate amount of Damages for such claims (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds 3% first anniversary of the Purchase Price (as adjusted) and then only for the amount of such excess. In no event shall the Purchaser Indemnitees be entitled to indemnification exceeding 10% of the Purchase Price (as adjusted) in the aggregateClosing Date. (d3) The Purchaser Indemnitees shall not be entitled sole source of funds to make a claim for indemnification under this Section 7 for any breach satisfy the Sellers' Non-Covenant Indemnification Obligations relating to Claim Notices made by any Seller of any covenant, Amended and Restated 34 Stock Purchase Agreement representation Indemnified Buyer Parties on or warranty set forth in this Agreement if before the Purchaser had actual knowledge of such breach prior to the Closing. (e) The parties acknowledge that, pursuant to this Agreement, the Purchaser will acquire the respective Applicable Percentages first anniversary of the total equity interests in each Company listed on Exhibit B-1 and a 90% equity interest in Thermometrics Beijing. The Sellers' obligation to indemnify the Purchaser Indemnitees for Damages incurred or sustained by them in connection with any Company listed on Exhibit B-1 or Thermometrics Beijing Closing Date shall be limited to an amount equal (i) the Escrowed Shares held by the Pamarco pursuant to this Agreement and (ii) the amounts, if any, payable to the product of the amount of Damages (reduced as provided in paragraphs (a) and (b) above) incurred or sustained by such entity multiplied by the Applicable Percentage in respect of such entity.Sellers pursuant to Section 2.2 as

By the Sellers. From and after the Closing, the Sellers, jointly and severally, agree to Sellers shall indemnify and hold harmless the Purchaser, each Affiliate of the Purchaser (other than the Companies and their Subsidiaries) and each director, officer and employee of the Purchaser or any of its Affiliates (collectively, the "PURCHASER INDEMNITEES") harmless from and against any actual loss, liability, damage (exclusive of any Amended and Restated 33 Stock Purchase Agreement consequential, indirect, speculative liability or punitive damages) or costdamage, including reasonable attorneys' ’ fees and other out-of-pocket costs and expenses (collectively, "DAMAGES"the “Damages”), incurred or sustained by the Purchaser Indemnitees as a result of: (i) any judicial or administrative proceeding pending as of the breach by date hereof relating to the Sellers Business, the Assets or the PD Mexico Group, (ii) the non-fulfillment of any covenant or the breach of any representation or warranty on the part of the Sellers contained in this Agreement (other than with respect to matters covered under Section 3.8, Tax matters and matters covered under Article VI), (iii) matters in respect of (y) Off-Site Superfund Liabilities and (z) On-Site Environmental Liabilities, in each case with respect to which matters Purchaser or either of the Sellers has received written notice of a third-party claim on or prior to the fifth anniversary of the Closing Date, which notice, if received by Purchaser, shall promptly have been provided to Sellers by Purchaser, and (iv) all liabilities arising under Environmental Laws from operations conducted or conditions existing prior to the Closing Date at the Former Magnavox Landfill, with respect to which matters Purchaser or either of the Sellers has received written notice of a third-party claim, which notice, if received by Purchaser, shall promptly have been provided to Sellers by Purchaser, provided, that (u) in the event that Purchaser makes any claim for indemnification hereunder, each Seller (or a designated subsidiary of either Seller) shall have, until the 90th anniversary of the Closing Date, the option to purchase the OTC Transferred Real Property for the aggregate amount of $1.00 (the “OTC Option”), and each party shall bear all of its own costs, fees and expenses in connection with any such purchase, (v) the OTC Option shall be recorded in the public records of Axxxx County, Indiana or elsewhere as required by law to so record the OTC Option, the expense of such recordation to be borne by Sellers, (w) to facilitate Sellers’ determination of whether to exercise the OTC Option, upon notice of any claim for indemnification hereunder, Purchaser shall gxxxx Xxxxxxx reasonable access during reasonable business hours to the OTC Transferred Real Property and shall permit Sellers to take reasonable actions, including without limitation actions permitted under Section 8.2.3(c), to inspect such property during such access, (x) in the event that either Seller (or a designated subsidiary) exercises the OTC Option, Purchaser shall transfer the OTC Transferred Real Property pursuant to the OTC Option free and clear of all Liens, (y) the rights and obligations of the parties under this Section 8.2.1(iv) shall not be assignable (other than by a Seller to a designated subsidiary thereof), by operation of law or otherwise, by a party hereto without the prior written consent of the other parties and any purported assignment or other transfer without such consent shall be void and unenforceable and (z) in the event that Purchaser sells or otherwise transfers the OTC Transferred Real Property to any other Person, with or without the consent of Sellers, the indemnity set forth in this Agreement orSection 8.2.1(iv) shall not be transferred with the property or otherwise to such Person, subject to Section 7.1provided, any representation or warranty set forth in this Agreement, other than any Damages relating to Taxes which shall be governed exclusively by Section 4.4, PROVIDED that there shall not be any duplicative payments or indemnities by the Sellers. The rights of the Purchaser Indemnitees , and provided, further, that any indemnification relating to indemnification under this Section 7 Tax matters shall be limited as followsgoverned solely by Section 5.3 and any indemnification relating to employee benefit matters contemplated by Article VI shall be governed solely by Article VI. Notwithstanding anything in this Agreement to the contrary: (a) The amount of any Damages incurred or sustained by the Purchaser Indemnitees shall be reduced by the net amount of any the Tax benefits actually realized by the Purchaser Purchaser, any member of the PD Mexico Group or any other Affiliate of its Affiliates the Purchaser by reason of such Damages in the year such Damages were incurred or sustained or any prior year or any of the succeeding five years following the year the Damages were incurred or sustained (assuming all other items of deduction of the Purchaser or such Affiliate then available to the Purchaser or such Affiliate are realized first). If any such Tax benefit is realized after the date payment is made by a Seller pursuant to Section 7.2.1, the Purchaser Indemnitees shall pay over an amount equal to such Tax benefit promptly after such Tax benefit is realizedDamage. (b) The amount of any Damages incurred or sustained by the Purchaser Indemnitees shall be reduced by the net amount the Purchaser, any member of the PD Mexico Group or any other Affiliates of the Purchaser Indemnitees recover 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, and the Purchaser, on behalf of the Purchaser Indemnitees, shall use commercially reasonable efforts to effect any such recovery. (c) The Purchaser Indemnitees shall not be entitled to indemnification under this Section 7 for breaches those portions of representations and warranties any Damages (i) with respect to reserved, accrued or provided for on the Closing Balance Sheet or otherwise paid or provided for by the Sellers or any individual claim or group of related claimsSeller Affiliate, only if the amount of Damages (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds US$15,000 and (ii) with respect that have arisen as a result of any act or omission by the Purchaser or any of its Affiliates on or after the Closing Date (including, without limitation, resulting from any change in their respective accounting principles, practices or methodologies and Damages arising from any breach of its obligations under this Agreement), or (iii) that were subject to all claims, only an adjustment to the extent that the aggregate amount of Damages for such claims (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds 3% of the Final Purchase Price (as adjusted) pursuant to Sections 2.2 and then only for the amount of such excess. In no event shall the Purchaser Indemnitees be entitled to indemnification exceeding 10% of the Purchase Price (as adjusted) in the aggregate2.3. (d) The Purchaser Indemnitees shall not be entitled to make a claim for indemnification under this Section 7 for any Damages with respect to any individual breach by or event under Section 8.2.1(ii) or Section 8.2.1(iii)(z) or any Seller series of any covenant, Amended and Restated 34 Stock Purchase Agreement representation related breaches or warranty set forth in this Agreement if the Purchaser had actual knowledge of such breach prior to the Closing. (e) The parties acknowledge that, pursuant to this Agreement, the Purchaser will acquire the respective Applicable Percentages events arising out of the total equity interests in each Company listed on Exhibit B-1 same facts and a 90% equity interest in Thermometrics Beijing. The Sellers' obligation to indemnify the Purchaser Indemnitees for Damages incurred or sustained by them in connection with any Company listed on Exhibit B-1 or Thermometrics Beijing shall be limited to an amount equal to the product of circumstances if the amount of such Damages (reduced as provided in paragraphs (a) and (b) above) incurred does not exceed $50,000, it being understood that, subject to the other provisions of this Section 8.2, any such Damages in excess of $50,000 shall be deemed Damages in the full amount thereof (subject to reduction as provided in paragraphs (a) and (b) above) and not solely in such amount in excess of $50,000. (e) The Purchaser shall be entitled to indemnification under Section 8.2.1(ii) only with respect to that portion of the aggregate amount of its Damages resulting from matters covered thereunder (reduced as provided in paragraphs (a), (b) and (d) above) that exceeds $1,000,000. (f) The Purchaser shall be entitled to indemnification under Section 8.2.1(iii)(z) only with respect to that portion of the aggregate amount of its Damages resulting from matters covered thereunder (reduced as provided in paragraphs (a), (b) and (d) above) that exceeds $1,000,000. (g) The aggregate amount of Damages payable to the Purchaser under Section 8.2.1(ii) and Section 8.2.1(iii)(z), taken together, shall not exceed $10,000,000. (h) The Purchaser shall not be entitled to indemnification with respect to any claim arising out of or sustained relating to any Environmental Law, to the extent that such claim (i) is discovered or identified as a result of any environmental investigation or sampling conducted by or on behalf of the Purchaser or any of its Affiliates, successors, assigns or transferees after the Closing Date, unless the Purchaser or such entity multiplied Affiliates, successors, assigns or transferees were required to conduct such investigation or sampling by a Governmental Authority, or unless such investigation or sampling was agreed to in writing by the Applicable Percentage in respect Sellers, (ii) results from the closure or sale of such entityany business, property or asset or (iii) results from conditions occurring or activities conducted after the Closing.

By the Sellers. (a) From and after the Closing, the Sellers, jointly and severally, agree to indemnify and hold harmless the PurchaserPurchaser and its Affiliates, each Affiliate of the Purchaser (other than the Companies and its and their Subsidiaries) respective officers, directors, employees and each director, officer and employee of the Purchaser or any of its Affiliates agents (collectively, the "PURCHASER INDEMNITEESINDEMNIFIED GROUP") ), from and against any lossdemands, liabilityclaims, damage (exclusive actions or causes of any Amended action, losses, liabilities, damages, costs and Restated 33 Stock Purchase Agreement consequential, indirect, speculative or punitive damages) or costexpenses, including without limitation interest, penalties and reasonable attorneys' fees and expenses of attorneys and other costs and expenses professionals (collectively, "DAMAGES"), incurred or sustained by the Purchaser Indemnitees as a result of Indemnified Group resulting from (I) the breach by the Sellers of any covenant set forth in this Agreement orAgreement, and (II) subject to Section 7.1, the breach by the Sellers of any representation or warranty set forth in this Agreement, other than Agreement (without regard to any Damages relating to Taxes which shall be governed exclusively by Section 4.4, PROVIDED that there shall not be materiality qualifier (including any duplicative payments Material Adverse Effect qualifier) contained in such representation or indemnities by the Sellers. warranty). (b) The rights of the Purchaser Indemnitees Indemnified Group to indemnification under this Section 7 shall be limited as follows: (ai) The amount of any Damages incurred or sustained by the Purchaser Indemnitees 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 Damages in the year such Damages were incurred or sustained or any prior year or any of the succeeding five years following the year the Damages were incurred or sustained (assuming all other items of deduction of the Purchaser or such Affiliate then available to the Purchaser or such Affiliate are realized first). If any such Tax benefit is realized after the date payment is made by a Seller pursuant to Section 7.2.1, the Purchaser Indemnitees shall pay over an amount equal to such Tax benefit promptly after such Tax benefit is realized. (b) The amount of any Damages incurred or sustained by the Purchaser Indemnitees Indemnified Group shall be reduced by the net amount the Purchaser Indemnitees recover or any of its Affiliates 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, on behalf of the Purchaser Indemnitees, shall use commercially reasonable efforts to effect any such recovery. (cii) The Purchaser Indemnitees Indemnified Group shall be entitled to indemnification under this Section 7 for breaches of representations and warranties (i) with respect to any individual claim or group of related claims, only if the amount of Damages (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds US$15,000 and clause (ii) with respect to all claims, of Section 7.2.1 (a) only to the extent that the aggregate amount of Damages for such claims (reduced as provided in paragraphs (a), (b) and (e) of this Section 7.2.1) exceeds 3% of the Purchase Price (as adjusted) and then only for the amount of such excess. In no event shall the Purchaser Indemnitees be entitled to indemnification exceeding 10% of the Purchase Price (as adjusted) in the aggregate. (d) The Purchaser Indemnitees shall not be entitled to make a claim for indemnification under this Section 7 for any breach by any Seller of any covenant, Amended and Restated 34 Stock Purchase Agreement representation or warranty set forth in this Agreement if the Purchaser had actual knowledge of such breach prior to the Closing. (e) The parties acknowledge that, pursuant to this Agreement, the Purchaser will acquire the respective Applicable Percentages of the total equity interests in each Company listed on Exhibit B-1 and a 90% equity interest in Thermometrics Beijing. The Sellers' obligation to indemnify the Purchaser Indemnitees for Damages incurred or sustained by them in connection with any Company listed on Exhibit B-1 or Thermometrics Beijing shall be limited to an amount equal to the product of the amount of Damages (reduced as provided in paragraphs paragraph (a) and (bb)(i) above) incurred for one or sustained by more claims exceeds $825,000, at which point the Sellers will be obligated to indemnify the Purchaser Indemnified Group from and against all such entity multiplied by Damages (reduced as provided in paragraph (b)(i) above) in excess of $400,000 and in no event will the Applicable Percentage Purchaser Indemnified Group be entitled to indemnification under clause (ii) of Section 7.2.1(a) in excess of $12,375,000; PROVIDED that the foregoing threshold, basket and limit shall not apply to indemnification for Damages resulting from breaches of Sections 2.4 or 2.13; and PROVIDED FURTHER that the foregoing threshold and basket shall not apply to indemnification for Damages resulting from any deemed breach of the representations or warranties set forth in Section 2.16 pursuant to Section 4.16(h). (iii) The Purchaser Indemnified Group shall not be entitled to indemnification for breaches of: (A) representations and warranties in respect of the unaudited financial statements for the years ended December 31, 1996, 1997 and 1998 following delivery of the Audited Financial Statements and after delivery of the Audited Financial Statements the term Financial Statements shall not include the unaudited financial statements for the years ended December 31, 1996, 1997 and 1998; (B) Sellers representations and warranties if such entitybreach was a direct result of any act or thing done or omitted to be done at any time after the date of this Agreement at the written request of, with the written approval of or by Purchaser; (C) Sellers representations and warranties set forth in Section 2.5(c) if such breach is directly the result of actions taken by Purchaser after the Closing; and (D) Sellers covenant in clause (ii) of the second sentence of Section 5.1(a) to the extent the Damages from such breach, together with Damages from breaches of all other representations and warranties set forth in this Agreement, do not exceed the threshold and basket set forth in Section 7.2.1(b)(ii) hereof, and then such recovery shall only be to the extent set forth in Section 7.2.1(b)(ii) hereof. (c) Each Seller hereby agrees that it will not, and will not permit any member of the Seller Indemnified Group (as defined below) in respect of an action brought against such Person by any Seller to, make any claim for indemnification against any member of the Target Company Group by reason of the fact that it or he was a stockholder, director, officer, employee or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement or otherwise) with respect to any action, suit, proceeding, complaint, claim or demand brought by the Purchaser against such Seller (whether such action, suit, proceeding, complaint, claim or demand is pursuant to this Agreement, applicable law or otherwise).