Common use of General Agreement to Indemnify Clause in Contracts

General Agreement to Indemnify. a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax Period. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer Each party shall indemnify, defend and hold harmless the other party hereto, to this Agreement and Affiliates thereof, and any director, officer, employee or agent of such each other party or Affiliates thereof (each an “Indemnified Party”) Party from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including including, without limitation, reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from from, in whole or in part, (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true in all material respects when made and at as of the date of this Agreement and as of the Closing Date, Date except as expressly provided otherwise in this Agreement or (ii) the material breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify indemnify, defend and hold harmless Buyer Purchaser and Affiliates thereof, and any director, officer, employee or agent the other Indemnified Parties of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Purchaser from and against any Losses incurred by Buyer Purchaser or any Buyer such Indemnified Party arising out of, resulting from, or relating to: : (i) the Excluded Liabilities; ; (ii) Buyerall termination, salary continuation or severance pay, benefits or any other liabilities payable by Seller and its Subsidiaries to any Business Employee by reason of such Business Employee’s waiver of, termination of employment by Seller and its Subsidiaries on or noncompliance with, any applicable Bulk Sales Laws; and before the Closing Date (other than as contemplated by Section 5.3(b)); (iii) any claim, demand or all liability for Taxes relating to, pertaining to, or arising out of the operation of the Acquired Business by Seller Business and its Subsidiaries prior to the Closing Date; (iv) all Losses to Lara, including its successors, or to Purchaser arising out of or relating to Purchaser’s acquisition or ownership of Lara, whenever arising, including, without limitation, any actual additional Tax liability incurred or suffered by Purchaser as a result of Purchaser’s acquisition or ownership of Lara (but only to the Purchased extent that such Losses would not have been incurred or suffered by Purchaser or any of its Affiliates had Purchaser purchased the Acquired Assets for (other than the capital stock of Lara)); and (v) all claims of Third Parties against Purchaser arising out of either (i) any Pre-Closing Tax Periodlitigation identified on Schedule 3.7(a) or (ii) unless documentation has been furnished that provides conclusive evidence, as mutually determined by the parties, that Purchaser has acquired ownership of such Intellectual Property Assets, Seller’s failure to deliver record title and ownership of the Intellectual Property Assets identified on Schedule 8.2(b)(v), free of Encumbrances. (c) Buyer Purchaser further agrees to indemnify indemnify, defend and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent the other Indemnified Parties of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller such Indemnified Party arising out of, resulting from, or relating to: : (i) any failure of Buyer to discharge any of the Assumed Liabilities; and and (ii) any claim, demand or all liability for Taxes relating to, pertaining to, or arising out of Purchaser’s operation of the Acquired Business after the Closing (for which liability Seller Business or the Purchased Assets for any Post-Closing Tax Periodis not obligated to indemnify Purchaser under this Agreement). (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below)or Infringement Claim, both parties hereto to this Agreement shall cooperate in the defense or prosecution thereof of such claim and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The indemnification parties’ indemnity obligations of each party hereto under this Article 9 Agreement shall inure to survive the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other partyClosing Date. (f) The Indemnifying Party’s liability for For all claims made under Section 9.3(a)(i) purposes of this Agreement, any Losses of an Indemnified Party shall be subject to the following limitations: net of (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject any insurance proceeds or other recoveries payable to the limit set forth Indemnified Party or its affiliates in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amountconnection with, or otherwise attributable to, such Losses, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as any Tax benefit realized by such Indemnified Party shall haveor its affiliates arising in connection with the accrual, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim incurrence or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach payment of any such representation or warranty contained in this Agreement Losses (or containedincluding, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be without limitation, the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach value of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action Tax benefit arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentationin subsequent taxable years). h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived in writing by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Party from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s 's or a Buyer Designee's waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller CATV Business or the Purchased Assets for any Pre-Closing Tax Period. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) Party from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any medical, health or disability claims of any Transferred Employee or such Transferred Employee's employment with Buyer accruing after the Closing Date; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller CATV Business or the Purchased Assets for any Post-Closing Tax Period. (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Price. Buyer and Seller on their Returns agree to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice preparation of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated supplemental Asset Acquisition Statement as required by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.5.3(b)

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, investigations of Governmental Bodies, actions, suits, proceedings, liabilities, obligations, Taxes, assessments, losses, and damages (including special and consequential damages), amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.29.1, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Party from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities and any failure of Seller to discharge any of the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out Seller’s operation of the Seller Purchased Business or the Purchased Assets for any Pre-prior to the Closing Tax PeriodDate, except to the extent of an Assumed Liability. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) Party from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; (ii) any medical, health or disability claims of any Transferred Employee or such Transferred Employee’s employment with Buyer accruing after the Closing Date; and (iiiii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Purchased Business or the Purchased Assets for any Post-Closing Tax PeriodPeriod (other than Excluded Taxes). (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by lawPrice. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1, the costs thereof constituting Losses of an Indemnified Party in connection with an indemnifiable claim. (e) The amount of the Indemnifying Party’s liability under this Agreement shall be net of any applicable insurance proceeds actually received by the Indemnified Party. The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. (f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i9.2(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims pursuant to Section 9.2(a)(i) until the aggregate amount of the Losses incurred shall exceed one percent Fifty Thousand (1%) of the Purchase Price (the “Threshold Amount”$50,000) in which case the Indemnifying Party shall be liable for the entire full amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold AmountLosses, and (ii) the Seller Indemnifying Party’s aggregate liability for all such claims as of any specified date shall not exceed equal the Purchase Price sum of (A) One Million Dollars ($1,000,000) plus (B) the gross amount realized by Seller or any Affiliate of Seller on or prior to such specified date as a result of the sale, disposition, transfer or conveyance by Seller or any Affiliate of Seller of any Buyer Shares which were Beneficially Owned by Seller and were issued to Seller hereunder plus (C) the gross amount actually and ultimately realized by Seller or any Affiliate of Seller after such specified date as a result of the sale, disposition, transfer or conveyance by Seller or any Affiliate of Seller of any Buyer Shares which were Beneficially Owned by Seller and were issued to Seller hereunder (the “Cap Future Realized Amount”); provided, however, in no event shall that the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches maximum aggregate liability of the representations and warranties set forth in Sections 3.3, 3.5(aSeller Indemnifying Parties for all claims made under Section 9.2(a)(i) and 3.20shall not exceed Three Million Five Hundred Thousand Dollars ($3,500,000). The Buyer Indemnifying Party’s aggregate liability for claims pursuant to Section 9.2(a)(i) as of any specified date shall equal the Seller Indemnifying Party’s aggregate liability for claims pursuant to Section 9.2(a)(i) as of such specified date. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i9.2(a) after the expiration of the applicable survival period specified in Section 9.29.1 in the absence of notification in writing (with reasonably sufficient detail so as to enable a Party to determine the basis of any such claim) by the Indemnified Party of such a claim, or basis therefore as a result of a Third Party Claim, prior to the expiration of such survival period. Buyer and Seller acknowledge and agree that the Indemnifying Party’s aggregate liability for all claims made under Section 9.2(a)(i) may not be finally determined until all the Buyer Shares issued hereunder have been sold and that such aggregate liability may increase as a result of such sale even after the expiration of any applicable survival period set forth in Section 9.1; provided, however, that, notwithstanding anything herein to that the contrary, so long as such Indemnified Party shall have, before maximum aggregate liability of the applicable expiration date, provided notice of a claim (Seller Indemnifying Parties for all claims made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this AgreementSection 9.2(a)(i) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement exceed Three Million Five Hundred Thousand Dollars (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred$3,500,000). (g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or Agreement; (ii) fraud or intentional misrepresentation; or (iii) any indemnification provided for in any Collateral Agreement. (h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 9.2 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification. (i) Notwithstanding the foregoing, the provisions of this Article 9 shall not limit the indemnification obligations of an Indemnifying Party with respect to fraud or intentional misrepresentation.

General Agreement to Indemnify. (a) Seller Sellers, jointly and Buyer severally, on the one side, and Buyers, on the other side (Sellers or Buyers, whichever has the obligation to indemnify, defend and hold harmless, the "Indemnifying Party") shall indemnify, defend and hold harmless the other party hereto, hereto and their Affiliates thereof, and any employee, representative, agent, director, officer, employee partner, member or agent principal, as applicable, or assign of such other party or and their Affiliates thereof (each each, an “"Indemnified Party”") from and against any and all claimsActions, actionswhether by a third party against an Indemnified Party or by one party against another party (collectively, suits, proceedings"Claims") related to or arising out of or resulting from, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s feesattorneys', court accountants' and experts' fees and costs, and costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoingof establishing entitlement to indemnification) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason ofrelated to, or result arising out of or resulting from (i) subject to Section 9.2, any breach of or any failure of inaccuracy in any representation or warranty of such party the Indemnifying Party contained in this Agreement or any certificate delivered in connection with this Collateral Agreement to have been true when made and at and or as of the applicable Staged Closing DateDate (or as of such different date or period specified for such representation or warranty) as though such representation or warranty were made at the applicable Staged Closing Date (or at such different date or period specified for such representation or warranty) (and for purposes of determining liability under this Section 8.2, after removing any reference to materiality or Material Adverse Effect or any other materiality qualifiers contained in such representations and warranties other than such of the foregoing that are underlined, provided that when an underlined reference to the word "material" or "materiality" also appears in brackets, the applicable representations and warranties should not be read for purposes of this Agreement (other than the proceeding portion of this sentence) as though such terms were therein) or (ii) the breach by such party the Indemnifying Party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other partyor any Collateral Agreement. (b) Seller Sellers further agrees agree jointly and severally to indemnify indemnify, defend and hold harmless Buyer and Affiliates thereof, Buyers and any director, officer, employee or agent other Indemnified Party of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Buyers from and against any Losses incurred by Buyer or any Buyer Indemnified Party such party arising out of, resulting from, or relating to: to (i) any of the Excluded Liabilities; Assets (including the Retained Business) or Excluded Liabilities (including those related to the Retained Business), (ii) Buyer’s waiver ofany matters identified on Schedule 8.2(b), or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claimmatters identified on Schedule 3.6(a) or (b), demand (iv) any Taxes of Sellers (except any such Taxes for which Buyers are responsible pursuant to Section 5.3 or liability for Taxes relating to, pertaining to, or arising out Section 10.2) and (v) any failure of Sellers to comply with the Seller Business or provisions of any bulk transfer laws which may be applicable to the Purchased Assets for any Pre-Closing Tax Periodtransactions contemplated hereby and by the Collateral Agreements. (c) Buyer Buyers further agrees agree to indemnify jointly and severally indemnify, defend and hold harmless Seller and Affiliates thereof, Sellers and any director, officer, employee or agent other Indemnified Party of Seller or Affiliates thereof (each a “Seller Indemnified Party”) Sellers from and against any Losses incurred by Seller or any Seller Indemnified Party such party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the First Stage Assumed LiabilitiesLiabilities after the First Stage Closing and the Second Stage Assumed Liabilities after the Second Stage Closing; and (ii) any claim, demand or liability for the Taxes relating tofor which Buyers are responsible pursuant to Section 5.3; (iii) any other liability or obligation with respect to the conduct of the Business transferred on the First Stage Closing Date after such Closing Date and with respect to the conduct of the Business transferred after the First Stage Closing, pertaining toto the extent arising out of, or resulting from, facts, events or circumstances occurring, or which accrue, after the applicable Staged Closing Date (other than due to any failure to comply or breach of any of Sellers or any of their Affiliates, whether before, on or after the applicable Staged Closing Date); and (iv) any Third Party Claims arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax PeriodTwo Stage Waiver Notice (if any). (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Third Party Claim (as defined belowin Section 8.3(a)), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith therewith, except that nothing herein shall permit Sellers, or require Buyers as provided in Section 5.1a condition to obtaining indemnification, to seek to collect back sales or use Tax from clients or customers of the Business. (e) The indemnification obligations of each party hereto under this Article 9 8 shall inure to the benefit of the directors, officers and Affiliates of the other party and the employees, representatives, agents, directors, officers, partners, members and principals, as applicable, of the other party hereto and their Affiliates on the same terms as are applicable to such other party. (f) The Indemnifying Party’s Sellers' and Buyers' respective liability for all claims made Claims under Section 9.3(a)(i8.2(a)(i) shall be subject to the following limitations: : (i) neither the Indemnifying Party Sellers nor Buyers, respectively, shall have no any liability for any Losses arising from such claims until Claims unless the aggregate of all Losses for which the Sellers or Buyers, respectively, would, but for this provision, be liable exceeds on a cumulative basis an amount equal to Five Hundred Thousand U.S. Dollars ($500,000) (the "Threshold"), provided, that in the event that such Losses of Sellers or Buyers, as applicable, on a cumulative basis exceed the Threshold, the liability shall be from the first dollar of Losses. Notwithstanding the foregoing, the Threshold shall not apply (i) to Claims or Losses incurred with respect to the Title and Authorization Warranties, Tax Warranties and the representations and warranties contained in Sections 3.13 and 4.6, or (ii) when Buyers have the right not to proceed to Closing under Section 7.2(a) but proceed to Closing under Section 5.7(c); (ii) the Sellers' or Buyers' respective aggregate liability for all Losses arising from such Claims (other than any such Claims with respect to the Title and Authorization Warranties, the Tax Warranties and the representations and warranties in Sections 3.13 and 4.6) shall not exceed one fifty percent (150%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses "General Cap"); (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (iiiii) the Indemnifying Party’s Sellers' or Buyers' respective aggregate liability for all such claims with respect to their respective Title and Authorization Warranties shall not exceed the Purchase Price (the “"Overall Cap"), and the Sellers' or Buyers' respective aggregate liability under the preceding clause (ii) and this clause (iii) shall not exceed the Overall Cap; (iv) Sellers' or Buyers' respective liability for Tax Warranties and the representations and warranties contained in Sections 3.13 and 4.6 shall not be subject to the General Cap Amount”)or the Overall Cap; provided, however, and (v) in no event shall Sellers be obligated to indemnify Buyers or any other Person with respect to any Loss to the limitations extent that a specific accrual or reserve for the amount of such Loss was included in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches the calculation of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20Closing Working Capital. The No Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i8.2(a)(i) for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding 8.1. (g) The amount of any Loss for which indemnification is provided under this Article 8 shall be net of any amounts recovered or recoverable by the Indemnified Party under insurance policies with respect to such Loss. (h) Notwithstanding anything herein or in the Collateral Agreements (other than the Security Agreement) to the contrary, so long as such none of the parties hereto or thereto shall be liable to the other, whether in contract, tort or otherwise, for any special, indirect, incidental, consequential, punitive or exemplary or other similar type of damages whatsoever, which in any way arise out of, relate to, or are a consequence of, its performance or nonperformance hereunder or the Collateral Agreements (other than through fraud), including loss of profits, business interruptions and claims of customers, except to the extent to which a Third Party Claim against an Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in includes such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurreddamages. g(i) The indemnification provided in this Article 9 shall be Each party further acknowledges and agrees that, should the First Stage Closing occur, its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Collateral Agreements, the transactions contemplated hereby, the Business and its assets, liabilities and business (other than claims of, or causes of action arising from, fraud; provided that inaccuracies of representations or warranties (whether or not accurate facts were knowable by inquiry including title searches or otherwise) shall not be construed to be fraud, absent intent to deceive) shall be pursuant to the indemnification provisions set forth in this Article 8. In furtherance of the foregoing, except as set forth in the preceding sentence, each party hereby waives and releases, from and after the First Stage Closing Date for damages available Date, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud, subject to the parties proviso set forth above in this Section 8.2(i)) it may have against the other party and its Affiliates arising under or based upon any Federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the indemnification provisions set forth in this Article 8) arising out of or related to this Agreement for breach of and the Collateral Agreements. Notwithstanding the foregoing, nothing in this Section 8.2(i) or elsewhere in this Agreement shall be deemed to limit any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) party's right to seek specific performance or other equitable remedy to require a party to perform relief in any court of competent jurisdiction of its obligations under this Agreement rights and remedies hereunder or in any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damagesaccordance with Section 10.11. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Engenio Business or the Purchased Assets for any Pre-Closing Tax Period. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Engenio Business or the Purchased Assets for any Post-Closing Tax Period. (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. (f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed five tenths of one percent (10.5%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed ten percent (10%) of the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. (g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. (h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. (i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer Each party shall indemnify, defend and hold harmless the other party hereto, to this Agreement and Affiliates thereof, and any director, officer, employee or agent of such each other party or Affiliates thereof (each an “Indemnified Party”) Party from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including including, without limitation, reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from from, in whole or in part, (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true in all material respects when made and at and as of the Closing Date, Date except as expressly provided otherwise in this Agreement or (ii) the material breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify indemnify, defend and hold harmless Buyer Purchaser and Affiliates thereof, and any director, officer, employee or agent the other Indemnified Parties of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Purchaser from and against any Losses incurred by Buyer Purchaser or any Buyer such Indemnified Party arising out of, resulting from, or relating to: : (i) the Excluded Liabilities; ; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and all liability (iiiincluding Third Party claims against Purchaser) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the use, possession, design, development, manufacture, sale, offer for sale, import, export, licensing, disclosure, duplication or distribution of the Acquired Products and Acquired Assets by Seller Business or and its Subsidiaries prior to the Purchased Assets for any Pre-Closing Tax Period.Date; (c) Buyer Purchaser further agrees to indemnify indemnify, defend and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent the other Indemnified Parties of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller such Indemnified Party arising out of, resulting from, or relating to: : (i) any failure of Buyer to discharge any of the Assumed Liabilities; and and (ii) any claim, demand or all liability for Taxes relating to, pertaining to, or (including Third Party claims against Seller) arising out of Purchaser’s design, development, manufacture, sale, offer for sale, import, export, licensing, disclosure, duplication or distribution of the Acquired Products and Purchaser’s use or possession of the Acquired Assets after the Closing (for which liability Seller Business or is not obligated to indemnify Purchaser under this Agreement); except as provided otherwise under the Purchased Assets for any Post-Closing Tax Period.Other Transaction Documents; (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below)or Infringement Claim, both parties hereto to this Agreement shall cooperate in the defense or prosecution thereof of such claim and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The indemnification parties’ indemnity obligations of each party hereto under this Article 9 Agreement shall inure to survive the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other partyClosing Date. (f) The Indemnifying Party’s liability for For all claims made under Section 9.3(a)(i) purposes of this Agreement, any Losses of an Indemnified Party shall be subject to the following limitations: net of (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject any insurance proceeds or other recoveries payable to the limit set forth Indemnified Party or its affiliates in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amountconnection with, or otherwise attributable to, such Losses, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as any Tax benefit realized by such Indemnified Party shall haveor its affiliates arising in connection with the accrual, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim incurrence or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach payment of any such representation or warranty contained in this Agreement Losses (or containedincluding, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be without limitation, the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach value of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action Tax benefit arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentationin subsequent taxable years). h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Subject to Section 8.1, each of Seller and Buyer shall indemnify, defend and hold harmless the other party Party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party Party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) paid, sustained, incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from from, (i) subject to Section 9.2, any breach of or any failure of any representation or warranty of such party Party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and or to be true at and as of the Closing Date, ; or (ii) to the extent not expressly waived by the other Party in writing, the breach by such party Party of any covenant or agreement of such party Party contained in this Agreement to the extent not waived by the other partyAgreement. (b) Subject to Section 8.1, Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses paid, sustained, incurred or suffered by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) to the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. (c) Subject to Section 8.1, Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses paid, sustained, incurred or suffered by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) to any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax Period. (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Third Party Claim (as defined below), both parties Parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The indemnification obligations amount of each party hereto the Indemnifying Party’s liability under this Article 9 Agreement shall inure be net of any applicable insurance proceeds (net of the costs of recovery thereof and any premium increases resulting therefrom) actually received by the Indemnified Party that actually reduce the overall impact of the Losses upon the Indemnified Party (it being understood, however, that the Indemnified Party shall have no obligation to seek or procure any such insurance proceeds, whether pursuant to the benefit terms of the directors, officers and Affiliates of the other party hereto on the same terms as are this Agreement or applicable to such other partyLaw). (f) The Indemnifying Party’s liability for all claims made under this Section 9.3(a)(i) 8.2 shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent TEN THOUSAND DOLLARS (1%$10,000) of the Purchase Price (the “Threshold Basket Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount portion of the Losses that exceeds indemnifiable Losses, including the Threshold Amount, Basket Amount and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the amount of the Asset Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses . (ig) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i8.2(a)(i) after the expiration of the applicable survival period specified in Section 9.2Expiration Date; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a have made an indemnification claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party Expiration Date in accordance with this Article 98, then, in such case, then such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g(h) The indemnification provided in this Article 9 8 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties Parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement and claims arising under any Collateral Agreement; provided, however, this exclusive remedy for damages does not preclude a party Party from bringing an any action for (i) specific performance or other equitable remedy to require a party Party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentationto the extent that such remedy is available under applicable Law. h(i) Notwithstanding anything contained in this Agreement to the contrarycontrary (but subject to the proviso of this Section 8.2(i)), no party Party shall be liable to the other party Party or any other Indemnified Party for any indirect, special, punitivepunitive (unless paid to a Third Party), exemplary or consequential loss or damage arising out of or asserted in connection with an indemnification claim made under this Agreement, . (j) Both Parties shall mitigate their damages for which they may seek indemnification hereunder; provided, however, that neither the foregoing shall not nor anything else in this Agreement will be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether expand or not arising from the same event giving rise to such Indemnified extend a Party’s claim for indemnificationcommon law obligation to mitigate damages to the extent required by common law.

General Agreement to Indemnify. (a) Subject to Section 5.7(c), Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates and any employee, representative, agent, director, officer, partner or principal, as applicable, or assign of Buyer and its Affiliates (each, a "Buyer Indemnified Party"), and Buyer shall indemnify, defend and hold harmless the other party hereto, Seller and its Affiliates thereof, and any employee, representative, agent, director, officer, employee partner or agent principal, as applicable, or assign of such other party or Seller and its Affiliates thereof (each an “a "Seller Indemnified Party”) "), from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs attorneys' fees and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoingcosts) (collectively, “"Losses”") incurred or suffered by any Buyer Indemnified Party to the extent that the Losses arise by reason or Seller Indemnified Party, as applicable, as a result of, arising out of or result from relating to (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party the Indemnifying Party (as defined in Section 8.3(a)) contained in this Agreement or any certificate delivered in connection with this Collateral Agreement to have been true and correct when made and at and or as of the Closing Date, Date (or as of such different date or period specified for such representation or warranty) as though such representation or warranty were made at the Closing Date (or at such different date or period specified for such representation or warranty) or (ii) the breach by such party the Indemnifying Party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other partyor any Collateral Agreement. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “other Buyer Indemnified Party”) Party from and against any Losses incurred by Buyer or any Buyer Indemnified Party such party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Lawsthe Referenced Litigation; and (iii) Seller's failure to comply with the terms and conditions of any claim, demand applicable bulk sales or bulk transfer or similar Laws of any jurisdiction that may be applicable to the sale or transfer of any or all of the Purchased Assets or the Assumed Liabilities to Buyer; (iv) all other liabilities and obligations that are expressly made the obligation or liability for Taxes relating to, pertaining to, or arising out of the Seller Business under this Agreement or the Collateral Agreements; or (v) the operation of the Purchased Assets for and the management of the Assumed Liabilities prior to the Closing Date or the acts or omissions of Seller, any Pre-Business Employee or any Affiliate, employee or agent of Seller with respect to the Purchased Assets and Assumed Liabilities at any time prior to the Closing Tax PeriodDate. (c) Buyer and Parent further agrees agree to jointly and severally indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “other Seller Indemnified Party”) Party from and against any Losses incurred by Seller or any Seller Indemnified Party such party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for the Taxes for which Buyer is responsible pursuant to Section 5.3; (iii) any medical, health or disability claims of any Transferred Employee relating to, pertaining to, to services rendered or benefits earned after the Closing Date other than pursuant to any Benefit Plan; and (iv) any Loss arising out of or related to Buyer's continued use and occupancy of Seller's facilities, furniture, equipment, systems and networks under the Seller Business or the Purchased Assets for any Post-Closing Tax PeriodTransition Services Agreement. (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Price. (e) Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Third Party Claim (as defined belowin Section 8.3(a), ) both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith therewith, except that nothing herein shall permit Seller, or require Buyer as provided in Section 5.1a condition to obtaining indemnification, to seek to collect back sales or use Tax from clients or customers who are parties to the Engagement Agreements. Notwithstanding the foregoing, Buyer shall, at the request of Seller, make reasonable commercial efforts to reduce any indemnification obligation of Seller with respect to sales Taxes by making appropriate inquiries of clients who are parties to the Engagement Agreements to determine whether they have been previously audited for use Taxes by the same jurisdiction for the same period or periods. e(f) The indemnification obligations of each party hereto under this Article 9 8 shall inure to the benefit of the Affiliates, employees, representatives, agents, directors, officers officers, partners and Affiliates principals, as applicable, and assigns, of the other party hereto on the same terms as are applicable to such other party. f(g) The Indemnifying Party’s Seller's liability for all claims made under this Section 9.3(a)(i) 8.2 shall be subject to the following limitations: (i) the Indemnifying Party Seller shall have no liability for any such claims until claim(s) until, individually or in the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just aggregate, the amount of all Losses relating thereto for which the Losses that Seller would, but for this provision, be liable exceeds the Threshold Amount$1,000,000, and then only to the extent of any such excess; (ii) the Indemnifying Party’s Seller's aggregate liability for all such claims shall not in no event exceed $75,000,000; (iii) the Purchase Price Seller shall have no liability for any breach if Buyer had Knowledge of such breach at the time of the Closing; and (iv) the “Cap Amount”)Seller's liability arising out of or with respect to the Transition Services Agreement shall be limited as provided therein, in addition to the further limitations herein; provided, however, in no event that the foregoing limitations shall the limitations in clauses (inot apply to any claims for Losses made pursuant to Sections 8.2(b)(i), 8.2(b)(ii) or 8.2(b)(v) and (ii) of this Section 9.3(f) apply to (a) any such Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches shall not be included in the calculation of the representations and warranties aggregate amount of Seller's liability under Article 8 set forth in Sections 3.3, 3.5(a) and 3.20Section 8.2(g)(ii). The No Indemnified Party may make a claim for indemnification under Section 8.2(a)(i) for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the survival period specified in Section 8.1. Buyer may not make a claim for indemnification under Section 9.3(a)(i) after 8.2 following the expiration fifth anniversary of the applicable survival period specified in Section 9.2Closing Date; provided, however, thatthat with regard to the indemnification obligations of Seller under Section 8.2(b)(i), notwithstanding there shall be no termination or other limitation. (h) The amount of any Loss for which indemnification is provided under this Section 8 shall be net of any amounts recovered or recoverable by the Indemnified Party under insurance policies with respect to such Loss. (i) Notwithstanding anything herein or in the Collateral Agreements to the contrary, so long as such Indemnified Party neither of the parties hereto or thereto shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date be liable to the Indemnifying Party other, whether in accordance with this Article 9contract, then, in such case, such claim tort or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contraryotherwise, for purposes any special, indirect, incidental, consequential, punitive or exemplary or other similar type of this Article 9damages whatsoever, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced which in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes way arise out of, relate to, or are a consequence of, its performance or nonperformance hereunder or the Collateral Agreements, misrepresentation (other than through fraud), including loss of calculating the amount profits, business interruptions and claims of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurredcustomers. g(j) The indemnification provided Each party further acknowledges and agrees that, from and after the Closing, except in this Article 9 shall be the cases of proven fraud or other willful misconduct or bad faith,, its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Collateral Agreements, the transactions contemplated hereby, the Purchased Assets and the Assumed Liabilities (other than claims of, or causes of action arising from, fraud) shall be pursuant to the indemnification provisions set forth in this Section 8. In furtherance of the foregoing, from and after the Closing Date for damages available Closing, except in cases of proven fraud or other willful misconduct or bad faith, each party hereby waives and releases, from and after the Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against the other party and its Affiliates arising under or based upon any Federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the parties indemnification provisions set forth in this Section 8) arising out of or related to this Agreement for breach of and the Collateral Agreements. Notwithstanding the foregoing, nothing in this Section 8.2(j) or elsewhere in this Agreement shall be deemed to limit any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) party's right to seek specific performance or other equitable remedy to require a party to perform relief in any court of competent jurisdiction of its obligations under this Agreement rights and remedies hereunder or in any Collateral Agreement or (ii) fraud or intentional misrepresentationAgreement. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, hereto and any employee, representative, agent, director, officerdirect or indirect member, employee direct or agent indirect partner, officer or Affiliate of such other party or Affiliates thereof and such party's named assignees, designees and nominees (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedingsActions, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s attorneys' fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason arising out of, resulting from or result from relating to (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party the Indemnifying Party contained in this Agreement or any certificate delivered in connection with this Collateral Agreement to have been true and correct when made and or as of the Closing Date as though such representation or warranty were made at and as of the Closing Date, or at such different date or period specified for such representation or warranty or (ii) the breach by such party the Indemnifying Party of any covenant or agreement of such party Indemnifying Party (including, in the case of Seller, as a result of the action or failure to act of the Selling Subsidiaries) contained in this Agreement or any Collateral Agreement to the extent not waived by the other partyparty hereto. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent other Indemnified Party of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred or suffered by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller such Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed LiabilitiesExcluded Liabilities (other than Taxes indemnified under Section 9.2); (ii) Seller's failure to comply with the terms and conditions of any applicable bulk sales or bulk transfer or similar Laws of any jurisdiction that may be applicable to the sale or transfer of any or all of the Purchased Assets to Buyer (or its Affiliates or Subsidiaries), notwithstanding the waiver contained in Section 2.8; and (iiiii) any claimliabilities and obligations that are made the responsibility of Seller and/or any of its Affiliates under Section 5.5. (c) Seller further agrees to indemnify and hold harmless Buyer and its Affiliates from and against any liability which may arise as a result of Buyer, demand any Transferred ubsidiary or liability for Taxes relating toSubsidiary of a Transferred Subsidiary or any of their respective Affiliates or the Business being jointly and/or severally liable on, pertaining tobefore or after the Closing, under Code Sections 412, 4971 or 4980B, or arising out ERISA Section 302, Title IV of the Seller Business ERISA or the Purchased Assets for Sections 601 through 609 of Title I of ERISA solely by reason of being considered to have been an ERISA Affiliate with Seller, any Post-Closing Tax Period. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether Selling Subsidiary or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations their Affiliates or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentationERISA Affiliates. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates any Affiliate thereof, and any director, officer, officer or employee or agent of such other party or Affiliates Affiliate thereof (each each, an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s attorneys’ fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing DateAgreement, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement or the Technology License Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereofits directors, officers and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) employees from and against any Losses incurred by Buyer or any Buyer Indemnified Party of them arising out of, resulting from, or relating to: to (i) the Excluded Liabilities; Liabilities and (ii) Buyer’s waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereofits directors, officers and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) employees with respect to any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax Period. (d) Amounts payable in respect of the parties’ indemnification obligations shall shall, to the extent allowable without penalty under relevant law, be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Price. Buyer and Seller on their Returns shall attempt in good faith to jointly prepare an Asset Acquisition Statement as required by Section 5.3(b) and Treasury Reg. § 1.1060-1(e) as a result of any adjustment to the extent permitted by lawPurchase Price pursuant to the preceding sentence. Whether or not the Indemnifying Party (as defined belowhereinafter defined) chooses to defend or prosecute any Third-Third Party Claim (as defined below), hereinafter defined) both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The indemnification obligations of each party hereto under this Article 9 IX shall inure to the benefit of the directors, officers officers, employees and Affiliates of the other party hereto on the same terms as are applicable to such other party. (f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i9.2(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent Three Hundred Thousand U.S. Dollars (1%) of the Purchase Price (the “Threshold Amount”) US $300,000), in which case the Indemnifying Party shall be liable only for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount portion of the Losses that exceeds the Threshold Amount, exceeding such amount; and (ii) the Indemnifying PartySeller’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20Price. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for For purposes of this Article 9IX, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced any qualification set forth in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Article III of the Agreement to the effect that the impact of the matter described therein (or contained, incorporated omitted from disclosure thereunder) shall be material to Seller or referenced a Subsidiary (whether “material in any certificate delivered pursuant all respects” or otherwise) with respect to this Agreement) has occurredSeller in order for such representation or warranty to be breached or inaccurate shall be disregarded. (g) The indemnification provided in this Article 9 IX shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim right or action Action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentationin accordance with Section 10.11. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, any Affiliate thereof and any director, officer, employee employee, attorney or agent of such the other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure inaccuracy of any representation or warranty of such party contained in this Agreement, in any Collateral Agreement (other than as set forth in the Supply Agreement) or in any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Datepursuant hereto or thereto, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement or in the Collateral Agreements to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Buyer’ Indemnified Party”) Parties from and against any Losses incurred by Buyer or any Buyer Indemnified Party such parties arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for the Taxes relating tofor which Seller is responsible pursuant to Sections 2.9 or 5.3(a); (iv) any claims of any Business Employee employed by Buyer in connection with any Benefit Plan of Seller or such Business Employee’s employment with Seller accruing prior to and including the Closing Date; (v) any Encumbrances on the Purchased Assets, pertaining to, other than a Permitted Encumbrance; and (vi) the ownership or arising out operation of the Seller Business or the Purchased Assets for any Pre-or the Business prior to the Closing Tax PeriodDate. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating with respect to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for the Taxes relating to, pertaining to, for which Buyer is responsible pursuant to Sections 2.9 or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax Period. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below5.3(a), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, ; and (iiiii) the Indemnifying Party’s aggregate liability for all such any medical, health or disability claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation Transferred Employee relating to services rendered or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy benefits earned after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentationDate. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party Agere Systems Proprietary of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Party from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s 's or a Buyer Designee's waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Optoelectronics Business or the Purchased Assets for any Pre-Closing Tax Period. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) Party from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any medical, health or disability claims of any Transferred Employee or such Transferred Employee's employment with Buyer accruing after the Closing Date; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Optoelectronics Business or the Purchased Assets for any Post-Closing Tax Period. (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Price. Buyer and Seller on their Returns agree to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice preparation of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated supplemental Asset Acquisition Statement as required by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.5.3(b)

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.29.1, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party, or (iii) the fraud or willful misconduct of such party . (b) In addition, Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Party from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded LiabilitiesLiabilities and/or the Excluded Assets; (ii) Buyer’s or a Buyer Designee’s waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax PeriodEmployees that do not constitute Transferred Employees. (c) In addition, Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) Party from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) to any failure of Buyer to pay, perform or discharge when due any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax Period. (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Price. Buyer and Seller on their Returns agree to cooperate in the preparation of a supplemental Asset Acquisition Statement as required by Section 5.3(b) and Treasury Reg. §1.1060-1(e) as a result of any adjustment to the extent permitted by lawPurchase Price pursuant to the preceding sentence. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i9.2(a) through 9.2(c) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) $200,000, in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amountall Losses, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred$3,000,000. g(f) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud fraud, willful misconduct, or intentional misrepresentation. h(g) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of this Agreement, provided, however, that the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless Purchaser and the other party heretoIndemnified Parties of Purchaser (including any directors, officers, employees, representatives and other Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”Purchaser) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, diminution in value and damages, amounts paid in settlement, interest, costs and expenses (including including, without limitation, reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by Purchaser or any other Indemnified Party of Purchaser to the extent that the Losses arise by reason of, or result from from, in whole or in part: (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party Seller contained in this Agreement or any certificate delivered in connection with this Agreement to have been true in all respects when made and at as of the date of this Agreement and as of the Closing Date, or except as expressly provided otherwise in this Agreement; (ii) the material breach by such party Seller of any covenant of its covenants contained in this Agreement; and (iii) the Excluded Liabilities. (b) Purchaser shall indemnify, defend and hold harmless Seller and the other Indemnified Parties of Seller (including any directors, officers, employees, representatives and other Affiliates of Seller) from and against any and all Losses incurred or agreement suffered by Seller or any other Indemnified Party of such party Seller to the extent that the Losses arise by reason of, or result from, in whole or in part: (i) the failure of any representation or warranty of Purchaser contained in this Agreement to have been true in all respects when made and as of the extent not waived by date of this Agreement and as of the other party.Closing Date, except as expressly provided otherwise in this Agreement; b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, the material breach Purchaser of any applicable Bulk Sales Laws; and of its covenants contained in this Agreement; (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and and (iiiv) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of Purchaser’s operation of the Acquired Business after the Closing (for which liability Seller Business or the Purchased Assets for any Post-Closing Tax Periodis not obligated to indemnify Purchaser under this Agreement). d(c) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below)or Infringement Claim, both parties hereto to this Agreement shall cooperate in the defense or prosecution thereof of such claim and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e(d) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its parties’ indemnity obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentationshall survive the Closing Date. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, officer or employee or agent of such other party or Affiliates thereof (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, penalties, fines, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason arising out of, resulting from, or result from relating to: (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement the Indemnifying Party to have been true and correct when made and at and or deemed made as of the Closing Date, or at such different date or period specified for such representation or warranty; or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent Indemnified Party of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred or suffered by Buyer or any Buyer such Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any of the Excluded Liabilities; (ii) Seller's failure to comply with applicable Bulk Sales Laws notwithstanding the waiver contained in Section 2.9; and (iii) any claims with respect to, or arising out of, any Business Employee in connection with any Benefit Plan or such Business Employee's employment or termination thereof with Seller or any of its Affiliates and any Liabilities that are obligations of the Seller or any of its Affiliates under Section 5.4. (c) Buyer further agrees to discharge indemnify and hold harmless any Indemnified Party of Seller from and against any Losses incurred or suffered by such Indemnified Party of Seller arising out of, resulting from, or relating to: (i) any of the Assumed Liabilities; and (ii) medical, health or disability claims of any claimTransferred Employee under any benefit plan of Buyer or its Affiliates; (iii) any Liability of Buyer with respect to FPGA/FPSC Business or the Purchased Assets, demand solely with regard to conditions or liability for Taxes relating toevents occurring after the Closing, pertaining in each case as conducted or used by Buyer after the Closing; and (iv) any Liabilities of Buyer with respect to, or arising out of of, the Seller Business employment by Buyer or the Purchased Assets for termination of employment by Buyer of any Post-Closing Tax PeriodTransferred Employee after the Closing. (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Price. Buyer and Seller on agree to use their Returns reasonable commercial efforts to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice preparation of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated supplemental Asset Acquisition Statement as required by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.5.3

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, investigations of Governmental Bodies, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.29.1, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Party from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities and any failure of Seller to discharge any of the Excluded Liabilities; and (ii) Buyer’s waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) Party from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; (ii) any medical, health or disability claims of any Transferred Employee or such Transferred Employee’s employment with Buyer accruing after the Closing Date; and (iiiii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Mobility Business or the Purchased Assets for any Post-Closing Tax PeriodPeriod (other than Excluded Taxes). (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by lawPrice. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1, the costs thereof constituting Losses of an Indemnified Party in connection with an indemnifiable claim. (e) The amount of the Indemnifying Party’s liability under this Agreement shall be net of any applicable insurance proceeds actually received by the Indemnified Party. The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. (f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i9.2(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims pursuant to Section 9.2(a)(i) until the aggregate amount of the Losses incurred shall exceed one percent Four Million Five Hundred Thousand (1%) of the Purchase Price (the “Threshold Amount”$4,500,000) in which case the Indemnifying Party shall be liable for the entire full amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold AmountLosses, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price Ninety Million Dollars (the “Cap Amount”$90,000,000); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i9.2(a) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications 9.1 in the representations and warranties contained absence of notification in this Agreement writing (or contained, incorporated or referenced in any certificate delivered pursuant with reasonably sufficient detail so as to this Agreement) shall be disregarded for purposes of calculating enable a Party to determine the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach basis of any such representation claim) by the Indemnified Party of such a claim, or warranty contained in this Agreement (or containedbasis therefore as a result of a Third Party Claim, incorporated or referenced in any certificate delivered pursuant prior to this Agreement) has occurredthe expiration of such survival period. (g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. (h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party ClaimsClaims (including, if applicable, punitive damages). Both parties shall use reasonable efforts to mitigate their damages. (i) The rights to indemnification under this Section 9.3 9.2 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification. (j) Notwithstanding the foregoing, the provisions of this Article 9 shall not limit the indemnification obligations of an Indemnifying Party with respect to fraud or intentional misrepresentation.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, hereto and their Affiliates thereof, and any employee, representative, agent, director, officer, employee partner or agent principal, as applicable, or assign of such other party or and their Affiliates thereof (each each, an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court attorneys' fees and costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason as a result of, arising out of or result from relating to (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party the Indemnifying Party (as defined in Section 8.3(a)) contained in this Agreement or any certificate delivered in connection with this Collateral Agreement to have been true and correct when made and at and or as of the Closing Date, Date (or as of such different date or period specified for such representation or warranty) as though such representation or warranty were made at the Closing Date (or at such different date or period specified for such representation or warranty) or (ii) the breach by such party the Indemnifying Party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other partyor any Collateral Agreement. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent other Indemnified Party of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party such party arising out of, resulting from, or relating to: (i) any of the Excluded Liabilities; (ii) Seller's failure to comply with the terms and conditions of any applicable bulk sales or bulk transfer or similar Laws of any jurisdiction that may be applicable to the sale or transfer of any or all of the Purchased Assets to Buyer; (iii) any other liability or obligation that is expressly made the obligation or liability of the Seller under this Agreement or the Collateral Agreements; and (iv) the operation of the Business prior to the Closing Date or the acts or omissions of Seller, any Business Employee or any Affiliate, employee or agent of Seller with respect to the Business at any time prior to the Closing Date other than as reserved or reflected on the most recent Balance Sheet, as disclosed in Article 3 or the Schedules to this Agreement or as disclosed pursuant to Section 5.7. (c) Buyer further agrees to discharge indemnify and hold harmless Seller and any other Indemnified Party of Seller from and against any Losses incurred by such party arising out of, resulting from, or relating to: (i) any of the Assumed Liabilities; and (ii) any claim, demand or liability for the Taxes for which Buyer is responsible pursuant to Section 5.3; (iii) any medical, health or disability claims of any Transferred Employee relating to, pertaining to, to services rendered or benefits earned after the Closing Date; (iv) any Loss arising out of or related to Buyer's continued use and occupancy of Seller's facilities, furniture, equipment, systems and networks under the Transition Services Agreement; and (v) any other liability or obligation of the Business, its assets, liabilities and personnel, from and after the Closing other than as specifically stated to be retained by Seller Business hereunder or under the Purchased Assets for any Post-Closing Tax PeriodCollateral Agreements. (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Price. (e) Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Third Party Claim (as defined belowin Section 8.3(a), ) both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith therewith, except that nothing herein shall permit Seller, or require Buyer as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure a condition to the benefit obtaining indemnification, to seek to collect back sales or use Tax from clients or customers of the directorsBusiness. Notwithstanding the foregoing, officers and Affiliates Buyer shall, at the request of Seller, make reasonable commercial efforts to reduce any indemnification obligation of Seller with respect to sales Taxes by making appropriate inquiries of clients of the other party hereto on Business to determine whether they have been previously audited for use Taxes by the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable jurisdiction for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud same period or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurredperiods. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates any Affiliate thereof, and any director, officer, officer or employee or agent of such other party or Affiliates Affiliate thereof (each an “"Indemnified Party”) " and, in the ----------------- case of the Buyer, a "Buyer Indemnified Party" and, in the case of the Seller, a ----------------------- "Seller Indemnified Party"), from and against any and all claims, actions, ------------------------ suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or ------ suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.1 and subsection (e) and (f) of this Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Party from and against any Losses incurred by Buyer or any a Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; Liabilities and (ii) Buyer’s 's waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating with respect to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; Liabilities and (ii) any claimclaims, demand causes of actions, charges or liability for Taxes relating to, pertaining suits asserted or brought by any Transferred Employee against Seller or its Subsidiaries arising out of or in connection with the Buyer's failure to offer employment to, or arising out Buyer's termination of employment with Buyer or its Affiliates of, any Transferred Employee (including, for the Seller purposes of this sub-paragraph, any Business Employee who would otherwise be considered by definition a Transferred Employee under this Agreement but for the fact they were not offered employment by Buyer and were to be offered employment with Buyer pursuant to Section 5.5(a)), including claims for severance or the Purchased Assets for any Post-Closing Tax Periodother separation benefits and employment discrimination claims. (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price unless a Final Determination or change in applicable law (including a revenue ruling or other similar pronouncement) causes any such amount not to constitute an adjustment to the Purchase Price for Federal Tax purposes purposes. In the event of such a Final Determination or change in applicable law, Buyer or Seller, as the case may be, shall pay an amount that reflects the hypothetical Tax consequences of the receipt or accrual of such payment, using the maximum statutory rate (or rates, in the case of an item that affects more than one Tax) applicable to the recipient of such payment for the relevant year, reflecting for example, the effect of deductions available for interest paid or accrued and for Taxes such as state and local income Taxes; provided, that Buyer shall only be required to -------- pay to Seller the excess of the amount so calculated over the additional Tax or Taxes that would have been imposed if such payment had been treated as such by an adjustment to the Purchase Price. Buyer and Seller on their Returns agree to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice preparation of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated supplemental Asset Acquisition Statement as required by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.5.4

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, Party and any director, officer, employee officer or agent Affiliate of such the other party or Affiliates thereof Party (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”"LOSSES") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party Party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true in all material respects when made and at and as of the Closing Date, date hereof or (ii) the breach by such party Party of any covenant or agreement of such party Party contained in this Agreement to the extent not waived by the other partyParty. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s 's waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for the Taxes relating to, pertaining to, or arising out of the Seller Business or accruing in connection with the Purchased Assets for prior to and including the date hereof; (iv) any Pre-Closing Tax Periodwarranty claim or product liability claim relating to (A) products manufactured or sold by Seller prior to the date hereof or (B) the Business or its operation prior to the Date hereof; and (v) any claims of any Business Employee employed by Buyer in connection with any Benefit Plan of Seller or such Business Employee's employment prior to and including the date hereof. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating with respect to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for the Taxes relating toreferred to in Section 2.9; and (iii) any medical, pertaining tohealth or disability claims of any Accepting Employee, except for claims for expenses incurred on or arising out before the close of business on the Seller Business or the Purchased Assets for any Post-Closing Tax Perioddate hereof. (d) Amounts payable in respect of the parties’ Seller's indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below)may be, both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such recordsat Seller's option, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount paid by wire transfer of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages immediately available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement funds or (ii) fraud recovered from the Escrow Shares or intentional misrepresentation. hother shares of Common Stock constituting a portion of the Purchase Price) Notwithstanding anything contained in this Agreement to by dividing the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out dollar amount of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery such payable amount by the Indemnified Party in respect average of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off the Closing Prices of the Common Stock for any claim the ten Trading Days ending on the third Trading Day immediately preceding the date of distribution of the relevant Escrow Shares by the Indemnifying Party against any Indemnified Party, whether Escrow Agent or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.the

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, hereto and any director, officer, employee officer or agent Affiliate of such the other party or Affiliates thereof (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”"LOSSES") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true in all material respects when made and at and as of the Closing DateDate except as expressly provided otherwise in Section 8.2(a) or 8.3(a), or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s 's waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for the Taxes relating to, pertaining to, or arising out of the Seller Business or accruing in connection with the Purchased Assets for prior to and including the Closing Date or Seller's agreement to pay one-half (1/2) of the real estate transfer taxes referred to in Section 2.9; and (iv) any Pre-claims of any Business Employee employed by Buyer in connection with any Benefit Plan of Seller or such Business Employee's employment with Seller accruing prior to and including the Closing Tax PeriodDate. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating with respect to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for the Taxes relating to, pertaining to, or arising out referred to in Section 2.9 other than one-half (1/2) of the Seller Business real estate transfer taxes allocated to Seller; and (iii) any medical, health or disability claims of any Transferred Employee, except for claims for expenses incurred on or before the Purchased Assets for any Post-close of business on the Closing Tax PeriodDate in accordance with the terms of the applicable Benefit Plan of Seller. (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Price. Buyer and Seller on their Returns agree to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice preparation of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated supplemental Asset Acquisition Statement as required by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.5.3

General Agreement to Indemnify. (a) Seller and Buyer Each party shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, hereto and any director, officer, employee shareholder, Affiliate or agent any successors or assignees of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, actual losses, and actual damages, actual amounts paid in settlement, actual interest, actual costs and actual expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from from, in whole or in part, (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at in all material respects as of the date hereof and as of the Closing Date, and the Milestone, as applicable, except as expressly provided otherwise herein, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller Tvia further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) MediaTek from and against any Losses incurred by Buyer or any Buyer Indemnified Party MediaTek arising out of, resulting from, or relating to: (i) the Excluded Liabilities; ; (ii) Buyerall termination, salary continuation or severance pay, benefits or any other liabilities payable by Tvia to any Business Employee by reason of such Employee’s waiver of, termination of employment by Tvia on or noncompliance with, any applicable Bulk Sales Laws; and before the Closing Date; (iii) any claim, demand or all liability for Taxes relating to, pertaining to, or arising out of the Seller Business operation of Tvia’s business prior to or on the Closing Date; and (iv) all claims of Third Parties asserted against MediaTek or any of its Affiliates alleging infringement by any of the Purchased Assets for any Pre-Closing Tax Period. c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting fromor in connection with, or relating to: (i) any failure of Buyer to discharge any Tvia’s use of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of Intellectual Property Assets prior to the Seller Business or the Purchased Assets for any Post-Closing Tax PeriodClosing. d(c) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim or Infringement Claim (each as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e(d) The indemnification parties indemnity obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification hereunder shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentationDate. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller Subject to the limitations set forth in this Article 9, from and after the Closing Date, AMCC and Buyer shall indemnify, defend indemnify and hold harmless the other party hereto, and Affiliates Subsidiaries thereof, and any directoreach of their directors, officer, employee or agent of such other party or Affiliates thereof officers and employees (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, disbursements, amounts paid in settlement, penalties, fines, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing preparing, settling or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason arising out of, resulting from, or result from relating to: (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement the Indemnifying Party to have been true and correct when made and at and or deemed made as of the Closing Date, or at such different date or period specified for such representation or warranty; or (ii) the breach by such party of any covenant or agreement of such party contained set forth in this Agreement Agreement. (b) Subject to the extent not waived by limitations set forth in this Article 9, from and after the other party. b) Seller Closing Date, AMCC further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent Indemnified Party of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred or suffered by Buyer or any Buyer such Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any of the Excluded Liabilities; (ii) the operation and conduct of the Storage Business prior to the Closing; (iii) Sellers’ failure to comply with applicable Bulk Sales Laws notwithstanding the waiver in Section 2.8, (iv) any claims with respect to, or arising out of, any Business Employee in connection with any Benefit Plan or such Business Employee’s employment or termination thereof with AMCC or any of its Subsidiaries and any Liabilities that are obligations of Seller or any of its Subsidiaries under Section 5.4; and (v) any and all Benefits Liabilities arising under, resulting from or relating to the Benefit Plans or Sellers’ termination of the Business Employees whether incurred before, on or after the Closing Date. (c) Subject to the limitations set forth in this Article 9, from and after the Closing Date, Buyer further agrees to discharge indemnify and hold harmless any Indemnified Party of Sellers from and against any Losses incurred or suffered by such Indemnified Party of Seller arising out of, resulting from, or relating to: (i) any of the Assumed Liabilities; and (ii) any claimLiability of Buyer with respect to the Storage Business or the Purchased Assets, demand solely with regard to conditions or liability for Taxes relating toevents occurring after the Closing, pertaining in each case as conducted or used by Buyer after the Closing; and (iii) any Liabilities of Buyer with respect to, or arising out of of, the Seller Business employment by Buyer or the Purchased Assets for termination of employment by Buyer of any Post-Closing Tax PeriodTransferred Employee after the Closing. (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by lawallowable under applicable Law. Whether or not Buyer, on the Indemnifying Party (as defined below) chooses one hand, and Sellers, on the other hand, agree to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall use their reasonable best efforts to cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice preparation of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated supplemental Asset Acquisition Statement as required by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.5.3

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Engenio Business or the Purchased Assets for any Pre-Closing Tax Period. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Engenio Business or the Purchased Assets for any Post-Closing Tax Period. (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. (f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed five tenths of one percent (10.5%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed ten percent (10%) of the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, hereto and any director, officer, employee officer or agent Affiliate of such the other party or Affiliates thereof (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”"LOSSES") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Initial Closing Date or a Delayed Closing Date, as the case may be, except as expressly provided otherwise in Section 8.1(b)(i), 8.1(c)(i), 8.2(b)(i) and 8.2(c)(i), or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s 's waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for the Taxes relating toaccruing in connection with the Purchased Assets prior to and including the Initial Closing Date. In addition, pertaining to, or Seller agrees to indemnify and hold harmless Buyer from and against any Losses incurred by Buyer arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax PeriodCases (as defined in Schedule 3.8(b)) described in Item 3 on Schedule 3.8(b). (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating with respect to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for the Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax Periodreferred to in Section 2.9. (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Price. Buyer and Seller on their Returns agree to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice preparation of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated supplemental Asset Acquisition Statement as required by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.5.3

General Agreement to Indemnify. (a) Seller Transferor and Buyer Transferee shall indemnify, defend and hold harmless the other party hereto, and Affiliates any Affiliate thereof, and any director, officer, officer or employee or agent of such other party or Affiliates Affiliate thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s attorneys’ fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.28.1, any breach or any failure of any representation or warranty of such party contained in this Agreement or (it being agreed that solely for the purposes of establishing whether any certificate delivered in connection with matter is indemnifiable pursuant to this Agreement to have been true when made and at and as sub-paragraph (a)(i), the accuracy of the Closing Daterepresentations and warranties made by each of Transferor and Transferee shall be determined without giving effect to the qualifications to such representations and warranties concerning materiality, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller Transferee and/or Lakeland Brazil further agrees agree to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Transferor from and against any Losses incurred by Buyer or any Buyer Indemnified Party Transferor arising out of, resulting from, or relating to: (i) the Excluded to Brazilian Business Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. (c) Buyer Transferee and Lakeland Brazil further agrees agree to indemnify and hold harmless Seller Transferor with respect to any Losses arising from the operation and conduct of the Brazilian Business from and after the Closing. (d) Transferee and Lakeland Brazil also agree to indemnify and hold harmless Transferor with respect to any future abandonment of Brazilian Business, Bankruptcy or filing of a Court Protected Restructuring by Lakeland Brazil and/or any of its Affiliates thereofand/or successors and assigns. (e) The amount of the Indemnifying Party’s liability under this Agreement shall be net of any applicable insurance proceeds actually received by, and any directorother savings, officerincluding Tax savings, employee or agent that may actually reduce the overall impact of Seller or Affiliates thereof (each a “Seller the Losses upon, the Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax Period. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 VIII shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. (f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of this Agreement, ; provided, however, that the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer (whichever has the obligation to indemnify, defend and hold harmless, the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party hereto, hereto and their Affiliates thereof, and any employee, representative, agent, director, officer, employee partner or agent principal, as applicable, or assign of such other party or and their Affiliates thereof (each each, an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs attorneys’ fees and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoingcosts) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason ofrelated to, or result from arising out of or resulting from: (i) subject to Section 9.2, any breach of or any failure of inaccuracy in any representation or warranty of such party the Indemnifying Party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing DateCollateral Agreement, or or (ii) the any breach by such party the Indemnifying Party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. b) Seller or any Collateral Agreement. Buyer further agrees to indemnify shall indemnify, defend and hold harmless Buyer Seller and its Affiliates thereof, and any employee, representative, agent, director, officer, employee partner or agent principal, as applicable, or assign of Buyer or Seller and its Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining related to, or arising out of the Seller Business or resulting from right-to-use licensing or certification with respect to the Purchased Assets for any Pre-on or after the Closing Tax PeriodDate. c(b) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax Period. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Third Party Claim (as defined below)Claim, both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, and make available such employees, as may be reasonably requested in connection therewith therewith, except that nothing herein shall permit Seller, or require Buyer as provided a condition to obtaining indemnification, to seek to collect back sales or use Tax from clients or customers in Section 5.1connection with the Purchased Assets. e(c) The indemnification obligations of each party hereto under this Article 9 8 shall inure to the benefit of the directors, officers and Affiliates of the other party and the employees, representatives, agents, directors, officers, partners and principals, as applicable, of the other party hereto and their Affiliates on the same terms as are applicable to such other party. f(d) The Indemnifying PartySeller’s and Buyer’s liability for all claims made under Section 9.3(a)(i8.2(a)(i) shall be subject to the following limitations: : (i) the Indemnifying Party Seller or Buyer shall have no liability for such claims until any Losses unless the aggregate of all Losses for which Seller or Buyer would, but for this provision, be liable exceeds on a cumulative basis an amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price equal to $50,000 (the “Threshold AmountThreshold”) in which ), provided, that if such Losses of Seller or Buyer on a cumulative basis exceed the Threshold, Buyer or Seller, as the case the Indemnifying Party may be, shall be liable for entitled to indemnification hereunder only to the entire amount extent of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and excess; (ii) the Indemnifying PartySeller’s or Buyer’s aggregate liability for all such claims Losses shall not in no event exceed the Purchase Price $1,000,000 (the “Cap AmountCap”); provided, however, in and (iii) no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i8.2(a)(i) for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding 8.1. (e) The amount of any Loss for which indemnification is provided under this Section 8 shall be net of any amounts recovered or recoverable by the Indemnified Party under insurance policies with respect to such Loss. (f) Notwithstanding anything herein or in the Collateral Agreements to the contrary, so long as such Indemnified Party neither of the parties hereto or thereto shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date be liable to the Indemnifying Party other, whether in accordance with this Article 9contract, then, in such case, such claim tort or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contraryotherwise, for purposes any special, indirect, incidental, consequential, punitive or exemplary or other similar type of this Article 9damages whatsoever, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced which in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes way arise out of, relate to, or are a consequence of, its performance or nonperformance hereunder or the Collateral Agreements (other than through fraud), including loss of calculating the amount profits, business interruptions and claims of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurredcustomers. (g) The indemnification provided in this Article 9 shall be the Each party further acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims relating to this Agreement, the Collateral Agreements, the transactions contemplated hereby, the Purchased Assets and its assets, liabilities and business (other than claims of, or causes of action arising from, fraud) shall be pursuant to the indemnification provisions set forth in this Article 8. In furtherance of the foregoing, each party hereby waives and releases, from and after the Closing Date for damages available Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against the other party and its Affiliates arising under or based upon any Federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the parties indemnification provisions set forth in this Article 8) arising out of or related to this Agreement for breach of any and the Collateral Agreements. Subject to the terms of the termsEscrow Agreement, conditionsthe Buyer may satisfy any indemnification claims by offset against the Escrow Amount. The preceding sentence shall not be deemed to limit Buyer’s right to seeking additional remedies against Seller for indemnification claims hereunder. Notwithstanding the foregoing, covenants, representations nothing in this Section 8.2(g) or warranties contained herein or elsewhere in this Agreement shall be deemed to limit any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) party’s right to seek specific performance or other equitable remedy to require a party to perform relief in any court of competent jurisdiction of its obligations under this Agreement rights and remedies hereunder or in any Collateral Agreement or (ii) fraud or intentional misrepresentationAgreement. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller Subject to subsection (e) and Buyer (f) of this Section 7.2, the Seller, jointly and severally, and the Purchaser shall indemnify, defend and hold harmless the other party hereto, and Affiliates any Affiliate thereof, and any director, officer, officer or employee or agent of such other party or Affiliates Affiliate thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.27.1, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Collateral Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement or any Collateral Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax Period. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) indemnifying party chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto the Seller and the Purchaser shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1therewith. e(c) The amount of the Indemnifying Party’s liability under this Agreement shall be net of any applicable insurance proceeds actually received by, and other savings, including Tax savings, that actually reduce the overall impact of the Losses upon, the Indemnified Party. In computing the amount of any such Tax savings, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence of any payment of any indemnified Loss. The indemnification obligations of each party hereto under this Article 9 7 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f(d) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i7.2(a) shall be subject to the following limitations: : (i) the Indemnifying Indemnified Party shall have no liability for such claims until any individual item where the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and Loss relating thereto is less than $20,000 and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred$2,500,000. g(e) The indemnification provided in this Article 9 7 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreementfor Losses identified under Section 7.2(a); provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance performance, injunctive relief, or other equitable remedy remedies to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentationAgreement. h(f) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for for: (i) any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of this Agreement, ; provided, however, that the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both ; or (ii) any Loss due to failure to obtain Required Consents. (g) All parties shall employ their reasonable efforts to mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Subject to the limitations set forth in this Article 9, from and after the Closing Date, Seller and Buyer shall indemnify, defend indemnify and hold harmless the other party hereto, and Affiliates Subsidiaries thereof, and any director, officer, officer or employee or agent of such other party or Affiliates Subsidiaries thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, disbursements, amounts paid in settlement, penalties, fines, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing preparing, settling or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, arising out of or result from resulting from: (i) subject to Section 9.2, any breach or any failure by such party of any representation or warranty of such party contained set forth in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, Agreement; or (ii) the breach by such party of any covenant or agreement of such party contained set forth in this Agreement Agreement. (b) Subject to the extent not waived by limitations set forth in this Article 9, from and after the other party. b) Closing Date, Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent Indemnified Party of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred or suffered by Buyer or any Buyer such Indemnified Party of Buyer to the extent arising out of, of or resulting from, or relating to: (i) any of the Excluded Liabilities; (ii) Buyer’s waiver any claims with respect to, or arising out of, any Business Employee employed by Seller in connection with any Benefit Plan or noncompliance with, such Business Employee’s employment or termination thereof with Seller or any applicable Bulk Sales Lawsof its Affiliates and any Liabilities that are obligations of Seller or any of its Affiliates under Section 5.6; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or and all Benefits Liabilities arising out of or resulting from the Seller Benefit Plans or Seller’s termination of the Business Employees whether incurred before, on or after the Purchased Assets for any Pre-Closing Tax PeriodDate. (c) Subject to the limitations set forth in this Article 9, from and after the Closing Date, Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent Indemnified Party of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred or suffered by Seller or any Seller such Indemnified Party of Seller to the extent arising out of, of or resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining Liabilities of Buyer with respect to, or arising out of of, the Seller Business employment by Buyer or the Purchased Assets for termination of employment by Buyer of any Post-Closing Tax PeriodTransferred Employee after the Closing. (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Cash Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by lawPrice. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below)Claim, both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The Indemnified Parties shall not be entitled to indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i9.2(a)(i) shall be subject unless and until Losses (except as provided for below with respect to a breach of Section 3.5(c)) in accordance with Section 9.2(a)(i) have been incurred, paid or properly accrued in an aggregate amount greater than Two Hundred Thousand Dollars ($200,000) (the following limitations: (i) the Indemnifying Party shall have no liability for such claims until “Deductible”). Once the aggregate amount of Losses (except as provided for below with respect to a breach of Section 3.5(c)) under Section 9.2(a)(i) exceeds the Losses incurred shall exceed one percent (1%) of Deductible, then in such event the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party Indemnified Parties shall be liable for entitled to recover the entire amount portion of such Losses (in excess of the Deductible, subject to the limit limitations set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to The aggregate amount of Losses for which the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) Indemnified Parties shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant entitled to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising recover from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.Parties pursuant to

General Agreement to Indemnify. (a) Each of Seller and Buyer shall indemnify, defend and hold harmless the other party Party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party Party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) paid, sustained, incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from from: (i) subject to Section 9.29.1, any breach of, or any failure of of, any representation or warranty of such party Party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and or to be true at and as of the Closing Date, ; or (ii) to the extent not expressly waived by the other Party in writing, the breach by such party Party of any covenant or agreement of such party Party contained in this Agreement to the extent not waived by the other partyAgreement. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses paid, sustained, incurred or suffered by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller µWave Business or the Purchased Assets for any Pre-Closing Tax Period, including any withholding Taxes that are required by applicable Law to be withheld by Buyer in respect of the purchase of the Purchased Assets (with the understanding that if any Loss arising from clause (i) is primarily attributable to an action or inaction of Buyer or any of its Affiliates for which Buyer is required to provide indemnification under Section 9.2(a) or (c), then Buyer shall not be entitled to indemnification from Seller under clause (i) with respect to such Loss). (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses paid, sustained, incurred or suffered by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller µWave Business or the Purchased Assets for any Post-Closing Tax PeriodPeriod(with the understanding that if any Loss arising from clause (i) is primarily attributable to an action or inaction of Seller or any of its Affiliates for which Seller is required to provide indemnification under Section 9.2(a) or (b), then Seller shall not be entitled to indemnification from Buyer under clause (i) with respect to such Loss). (d) Amounts payable in respect of the partiesParties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Third Party Claim (as defined below), both parties Parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The indemnification obligations amount of each party hereto the Indemnifying Party’s liability under this Article 9 Agreement shall inure be net of any applicable insurance proceeds (net of the costs of recovery thereof and any premium increases resulting therefrom) actually received by the Indemnified Party that actually reduce the overall impact of the Losses upon the Indemnified Party (it being understood, however, that the Indemnified Party shall have no obligation to seek or procure any such insurance proceeds, whether pursuant to the benefit terms of the directors, officers and Affiliates of the other party hereto on the same terms as are this Agreement or applicable to such other partyLaw). (f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i9.2(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred by the Buyer Indemnified Parties (if the Indemnifying Party is Seller) or the Seller Indemnified Parties (if the Indemnifying Party is Buyer), as applicable, shall exceed one percent (1%) of the Purchase Price $750,000 (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed ten percent (10%) of the Purchase Price (the “Cap Amount”); provided, howeverthat, the foregoing limitations in this clause (f) shall not apply to any breach of any Fundamental Representation, in no event shall which case the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting Indemnifying Party’s aggregate liability for all such claims arising from fraud or intentional misrepresentation or (b) Losses arising out of breaches of Fundamental Representations shall not exceed the representations and warranties set forth in Sections 3.3, 3.5(aPurchase Price. (g) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i9.2(a)(i) after the expiration of the applicable survival period specified in Section 9.2Expiration Date; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a have made an indemnification claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party Expiration Date in accordance with this Article 9, then, in such case, then such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g(h) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties Parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party Party from bringing an any action for (i) specific performance or other equitable remedy to require a party Party to perform its obligations under this Agreement (including, but not limited to, under Sections 5.10 and 5.12) or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h(i) Notwithstanding anything contained in this Agreement to the contrarycontrary (but subject to the proviso of this Section 9.2(h)), no party Party shall be liable to the other party Party or any other Indemnified Party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of an indemnification claim made under this Agreement, unless any such any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) is payable to a third-party by a final, non-appealable order of a court of competent jurisdiction in connection with a Third-Party Claim. (j) Both Parties shall use commercially reasonable efforts to mitigate their damages for which they may seek indemnification hereunder; provided, however, that neither the foregoing shall not nor anything else in this Agreement will be construed to preclude recovery (i) expand or extend a Party’s common law obligation to mitigate damages to the extent required by the common law or (ii) require an Indemnified Party to seek or procure any insurance proceeds, whether pursuant to the terms of this Agreement or applicable Law, as set forth in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damagesfurther detail in Section 9.2(e) above. i(k) The rights to indemnification under this Section 9.3 9.2 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Party from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s or a Buyer Designee’s waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Optoelectronics Business or the Purchased Assets for any Pre-Closing Tax Period. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) Party from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any medical, health or disability claims of any Transferred Employee or such Transferred Employee’s employment with Buyer accruing after the Closing Date; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Optoelectronics Business or the Purchased Assets for any Post-Closing Tax Period. (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Price. Buyer and Seller on their Returns agree to cooperate in the preparation of a supplemental Asset Acquisition Statement as required by Section 5.3(b) and Treasury Reg. § 1.1060-1(e) as a result of any adjustment to the extent permitted by lawPurchase Price pursuant to the preceding sentence. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The amount of the Indemnifying Party’s liability under this Agreement shall be net of any applicable insurance proceeds actually received by, the Indemnified Party and other savings, including Tax savings, that actually reduce the overall impact of the Losses upon, the Indemnified Party. In computing the amount of any such Tax savings, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence of any payment of any indemnified Loss. The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. (f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i9.3(a) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) $1,000,000, in which case the Indemnifying Party shall be liable only for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount portion of the Losses that exceeds the Threshold Amountexceeding $1,000,000, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred$10,000,000. (g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. (h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for any indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of this Agreement, provided, however, that the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. (i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller on the one hand, and Buyer shall on the other hand, will indemnify, defend and hold harmless the each other party hereto, and Affiliates thereof, and any employee, representative, agent, director, officer, employee Affiliate or agent permitted assign of such each other party or Affiliates thereof (each each, an “Indemnified Party”) from and against any and all claims, claims, actions, suits, proceedings, liabilities, obligations, losses, losses and damages, amounts paid in settlement, interest, costs and expenses (expenses, including reasonable attorney’s attorneys’ fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) foregoing (collectively, “Losses”) asserted against, incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason as a result of, arising out of or result from relating to: (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained the Indemnifying Party made in this Agreement or any certificate delivered in connection with this Agreement to have been true and correct when made and or as of the Closing Date as though such representation or warranty were made at and as of the Closing Date, ; or (ii) the breach by such party the Indemnifying Party of any covenant or agreement of such party Party contained in this Agreement or any collateral agreement to the extent not waived by the other Party hereto. The term “Losses” will include a Party’s actual out-of-pocket costs and expenses but will not include any consequential, indirect, special and punitive damages, other than any such damages recoverable by a third party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent other Indemnified Party of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses asserted against, incurred or suffered by Buyer or any Buyer other Indemnified Party of Buyer arising out of, resulting from, or relating to: to (i) the Excluded Liabilities; operation of the Station and ownership of the Purchased Assets before the Closing, or (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax PeriodRetained Liability. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent other Indemnified Party of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses asserted against, incurred or suffered by Seller or any Seller other Indemnified Party of Seller arising out of, resulting from, or relating to: to (i) any failure of Buyer to discharge any the operation of the Assumed Liabilities; Station and ownership of the Purchased Assets from and after the Closing or (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax PeriodAssumed Liability. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates any Affiliate thereof, and any director, officer, officer or employee or agent of such other party or Affiliates Affiliate thereof (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”"LOSSES") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true in all material respects when made and at and as of the Closing DateDate except as expressly provided otherwise in Section 8.2(a) or 8.3(a), or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s 's waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes imposed on Buyer for which Seller is responsible pursuant to Section 2.9; (iv) any claims of any Business Employee employed by Buyer in connection with any Benefit Plan of Seller or such Business Employee's employment with Seller accruing prior to and including the Closing Date; (v) any event occurring or any condition existing at or prior to the Closing Date relating toto the Business, pertaining to, or arising out of the Seller Business Premises or the Purchased Assets for which now or hereafter constitutes a violation of, or gives rise to any Pre-liability under, any Environmental Law; (vi) any presence or any release, spill, emission, discharge, leak, disposal, leaching or migration into the indoor or outdoor environment of any Hazardous Substances in, on, under or from the Premises or the Purchased Assets and whether by Seller or by any other Person at or prior to the Closing Tax PeriodDate or prior to the Closing Date; and (vii) any requirement imposed by a Governmental Body to change, improve or modify the processes of the Business so as to bring the same into a state of not being in violation of Environmental Laws. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating with respect to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the imposed on Seller Business or the Purchased Assets for any Post-Closing Tax Period. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by which Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered is responsible pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurredLUCENT TECHNOLOGIES/CELESTICA CONFIDENTIAL TREATMENT REQUESTED. ASTERISKS DENOTE OMISSIONS. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates any Affiliate thereof, and any director, officer, officer or employee or agent of such other party or Affiliates Affiliate thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any a breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing DateAgreement, or (ii) the a breach by or any failure to perform by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s 's waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, imposed on the Buyer for which Seller is responsible pursuant to Section 2.7; (iv) any claims of any Business Employee employed by Buyer in connection with any Benefit Plan of Seller or arising out of such Business Employee's employment with Seller accruing prior to and including the Seller Business or the Purchased Assets for any Pre-Closing Tax PeriodDate. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating with respect to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the imposed on Seller Business or the Purchased Assets for any Post-Closing Tax Period.which Buyer is responsible pursuant to Section 2.7; (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Price. Buyer and Seller on their Returns agree to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice preparation of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated supplemental Asset Acquisition Statement as required by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.5.3

General Agreement to Indemnify. (a) Subject to the limitations and procedures set forth in this Article VIII, from and after the Closing Date, Seller and Buyer shall indemnify, defend indemnify and hold harmless the other party hereto, Purchaser and Affiliates thereofits Affiliates, and any director, officerofficer or employee of Purchaser or its Affiliates (each, employee or agent of such other party or Affiliates thereof (each an a “Purchaser Indemnified Party”) from and against any and all claims, actionsActions, suits, proceedings, liabilities, obligations, losses, and damages, disbursements, amounts paid in settlement, penalties, fines, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing preparing, settling or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Purchaser Indemnified Party to the extent that the Losses arise by reason of, arising out of or result from resulting from: (i) subject to Section 9.2, any breach or any failure by Seller of any representation or warranty of such party contained Seller set forth in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or Agreement; (ii) the any breach by such party Seller of any covenant or agreement of such party contained Seller set forth in this Agreement to the extent not waived by the other party. b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee Agreement; or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand of the matters set forth in Section 3.8(b) of the Disclosure Schedule to the extent that any Action is brought against Purchaser or liability for Taxes relating to, pertaining tothe Company with respect to such Specified Litigation Matter and such Losses are actually incurred and payable by such Purchaser Indemnified Party pursuant to a final and non-appealable judgment or court order, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Periodbinding written settlement agreement (“Specified Litigation Matters”). c(b) Buyer further agrees Subject to the limitations and procedures set forth in this Article VIII, from and after the Closing Date, Purchaser shall indemnify and hold harmless Seller and Affiliates thereofits Affiliates, and any director, officer, officer or employee or agent of Seller or its Affiliates thereof (each each, a “Seller Indemnified Party”) from and against any and all Losses incurred or suffered by Seller or any Seller Indemnified Party to the extent arising out of, of or resulting from, or relating to: (i) any failure breach by Purchaser of Buyer to discharge any representation or warranty of the Assumed LiabilitiesPurchaser set forth in this Agreement; and (ii) any claim, demand breach by Purchaser of any covenant or liability for Taxes relating to, pertaining to, or arising out agreement of the Seller Business or the Purchased Assets for any Post-Closing Tax Period. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit Purchaser set forth in clause this Agreement; (ii)iii) and not just any violation of, or noncompliance with, any Environmental Law or any Liability arising in connection with or otherwise relating to the amount Environmental Condition, operation of the Losses that exceeds Company or the Threshold AmountBusiness, and (ii) or use of or activities conducted on the Indemnifying Party’s aggregate liability for all such claims shall not exceed Property on or after the Purchase Price (the “Cap Amount”)Closing; provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (biv) Losses arising out of breaches any termination or attempted termination by Purchaser or the Company of the representations and warranties set forth in Sections 3.3GPEC Agreements before January 10, 3.5(a2013. (c) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for For purposes of this Article 9VIII, all the term “materiality”, “Seller Material Adverse EffectIndemnified Party” and similar qualifications in means the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered party entitled to be indemnified pursuant to this AgreementSection 8.2(a) shall or Section 8.2(b), as the case may be, with respect to a Claim and the term “Indemnifying Party” means the party that would be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant obligated to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by indemnify the Indemnified Party in pursuant to Section 8.2(a) or Section 8.2(b), as the case may be, with respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damagesto the applicable Claim. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller on the one hand, and Buyer on the other hand, shall indemnify, defend and hold harmless the each other party hereto, and Affiliates thereof, and any employee, representative, agent, director, officer, employee affiliate or agent permitted assign of such each other party or Affiliates thereof (each each, an “Indemnified Party”) from and against any and all claims, claims, actions, suits, proceedings, liabilities, obligations, losses, losses and damages, amounts paid in settlement, diminution of value, interest, costs and expenses (including reasonable attorney’s attorneys’ fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) asserted against, incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason as a result of, arising out of or result from relating to: (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained the Indemnifying Party made in this Agreement or any certificate delivered in connection with this Agreement to have been true and correct when made and or as of the Closing Date as though such representation or warranty were made at and as of the Closing Date, ; or (ii) the breach by such party the Indemnifying Party of any covenant or agreement of such party Party contained in this Agreement or any collateral agreement to the extent not waived by the other partyParty hereto. The term “Losses” shall include a Party’s actual out-of-pocket costs and expenses, consequential, indirect, special and punitive damages. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent other Indemnified Party of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses asserted against, incurred or suffered by Buyer or any Buyer other Indemnified Party of Buyer arising out of, resulting from, or relating to: to (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out operation of the Seller Business or Station and ownership of the Purchased Assets for any Pre-Closing Tax Period. c) Buyer further agrees prior to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting fromthe Closing, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax PeriodRetained Liability. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer Each party the ("Indemnifying Party") shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, hereto and any employee, director, officer, employee officer or agent Affiliate of such the other party or Affiliates thereof (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason out of, or result from or relate to (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true, or with respect to the representations or warranties set forth in Section 3.3(a) (ii), 3.3(b), 3.4(b), 3.6, 3.7(a), 3.8 (with respect to the first sentence thereof), 4.3(b), 4.3(a) (ii) and (iii), true in all material respects, when made and at and as of the Closing Date, Date or such other date as expressly provided otherwise in Section 8.2(a) or 8.3(a) or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, from or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; (ii) any liability arising out of the operation of the Purchased Assets on or after the Closing Date; and (iiiii) any claim, demand or liability for Taxes the taxes referred to in Section 2.9, including interest and penalties thereon. (c) Seller further agrees to indemnify and hold harmless Buyer from and against any Losses incurred by Buyer arising out of, resulting from, or relating to, pertaining to, or : (i) any failure by Seller to discharge any of the Excluded Liabilities; (ii) any liability arising out of the Seller Business or operation of the Purchased Assets prior to the Closing Date except for the Assumed Liabilities; (iii) any Post-Closing Tax Periodtermination, salary continuation or severance pay or benefits payable by Seller to any employee by reason of such employee's termination of employment by Seller; or (iv) Buyer's waiver of any applicable Bulk Sales laws. (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Price. Buyer and Seller on their Returns agree to cooperate in the preparation of a supplemental Asset Acquisition Statement as required by Section 2.3 and Treasury Reg. paragraph 1.1060-1T(f) and (h)(2)(ii) as a result of any adjustment to the extent permitted by lawPurchase Price pursuant to the preceding sentence. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined belowin Section 9.4(a)), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The amount of the Indemnifying Party's liability under this Agreement shall be reduced by any applicable insurance proceeds actually received by, the Indemnified Party as reimbursement of Losses. The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers officers, employees and Affiliates of the other party hereto on the same terms as are applicable to such other party. (f) The Indemnifying Party’s 's liability for all claims made under Section 9.3(a)(i9.3(a) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) $25,000, in which case the Indemnifying Party shall be liable only for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount portion of the Losses that exceeds the Threshold Amountexceeding $25,000, and (ii) the Indemnifying Party’s 's aggregate liability for all such claims including those made under Section 9.3(a) shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.Purchase

General Agreement to Indemnify. (a) Seller and Buyer Each party shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, hereto and any director, officer, employee officer or agent Affiliate of such the other party or Affiliates thereof (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true in all material respects when made and at and as of the Closing Date, Date or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not expressly waived in writing by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; and (ii) Buyer’s 's waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Periodlaws. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating with respect to: (i) any failure of Buyer to discharge any of the Assumed LiabilitiesLiabilities whether known or unknown, accrued or contingent, or now or subsequently incurred; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller operation of the Business or by Buyer after the Purchased Assets for any Post-Closing Tax PeriodDate. (d) Amounts payable in respect The amount of the parties’ indemnification obligations Indemnifying Party's liability under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such reduced by Buyer and Seller on their Returns to the extent permitted by law. Whether any applicable insurance proceeds or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimonyproceeds from other available indemnity rights actually received by, and attend such conferencesother savings, discovery proceedingsincluding tax savings, hearingsthat reduce the overall impact of the Losses upon, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1the Indemnified Party. (e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s 's liability for all claims including those made under Section 9.3(a)(i8.2(a) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) % of the Purchase Price (the “Threshold Amount”) Price, in which case the Indemnifying Party shall be liable for the entire amount of such excess Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, only and (ii) the Indemnifying Party’s 's aggregate liability for all such claims shall not exceed the Purchase Price (then outstanding balance owing to Seller pursuant to the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20Loan Agreement. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i8.3(a) for breach by the Indemnifying Party of a particular representation or warranty after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred8.1. g(f) The indemnification Except as provided in this Article 9 shall be by the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, howevernext sentence, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 8 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s 's claim for indemnification. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, IN THE EVENT THAT BUYER OR ANY OF ITS DIRECTORS, OFFICERS OR AFFILIATES IS THE INDEMNIFIED PARTY HEREUNDER, THE SOLE RECOURSE OF SUCH INDEMNIFIED PARTY FOR ANY CLAIM FOR LOSSES IN CONNECTION WITH THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE TO SET OFF THE AMOUNT OF SUCH LOSSES AGAINST AMOUNTS OWING TO SELLER PURSUANT TO THE LOAN AGREEMENT.

General Agreement to Indemnify. (a) From and after the Closing Date, each Seller and Buyer or Buyer, as applicable,shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, hereto and any director, officer, employee officer or agent Affiliate of such the other party or Affiliates thereof (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from or relate to (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true in all material respects when made and at and as of the Closing Date, Date except as expressly provided otherwise in Section 8.2(a) or 8.3(a) or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period. c) Buyer further agrees to indemnify and hold harmless each Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating with respect to: (i) any failure of Buyer to discharge any of the Assumed LiabilitiesLiabilities ; (ii) any liability arising out of the operation of the Purchased Assets after the Closing Date; and (iiiii) any claim, demand or liability for Taxes relating tothe taxes referred to in Section 2.9, pertaining toincluding interest and penalties thereon. (c) Each Seller further agrees to indemnify and hold harmless Buyer from and against any Losses incurred by Buyer arising out of, resulting from, or arising out relating to (i) the Excluded Liabilities, (ii) Buyer's waiver of any applicable Bulk Sales laws, (iii) any product liability lawsuits from the Seller sale of any Business or Products manufactured by Sellers prior to the Purchased Assets for any Post-Closing Tax PeriodDate. (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes Price. In accordance with, and shall be treated as such by subject to, Section 2.3(b), Buyer and Seller on their Returns Sellers agree to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice preparation of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated supplemental Asset Acquisition Statement as required by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.2.3

General Agreement to Indemnify. (a) Seller Each of the Town and Buyer NEWS (each, an "INDEMNIFYING PARTY") shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, Party and any director, officerofficer or affiliate of the other Party (each, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”"LOSSES") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party the Indemnifying Party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and in all material respects as of the Closing Date, date hereof or (ii) the breach by such party the Indemnifying Party of any covenant or agreement of such party Party contained in this Agreement to the extent not waived by the other partyParty. (b) Seller The Town further agrees to indemnify and hold harmless Buyer and Affiliates thereof, NEWS and any director, officer, employee officer or agent of Buyer or Affiliates affiliate thereof (each a “Buyer Indemnified Party”) from and against with respect to any Losses incurred resulting from actions taken or commencing at the Landfill (including the Unlined Landfill) prior to such time as NEWS assumes operational control of the Landfill, including without limitation the disposal of materials of any sort into the Landfill, whether such liability arises by Buyer operation of law or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of a wrongful act or neglect of the Seller Business Town or otherwise. In addition, the Purchased Assets for any Pre-Closing Tax Period. c) Buyer Town further agrees to indemnify and hold harmless Seller and Affiliates thereof, NEWS and any director, officerofficer or affiliate thereof, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against with respect to any Losses incurred by Seller resulting from the management, disposal or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure composting of Buyer to discharge any of sludge from the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax PeriodWastewater Treatment Plant. d(c) Amounts payable in NEWS further agrees to indemnify and hold harmless the Town with respect to any Losses resulting from the disposal of Acceptable Waste at the parties’ indemnification obligations shall be treated as an adjustment Lined Landfill arising subsequent to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1Effective Date. e(d) The indemnification obligations of each party hereto Party under this Article 9 Section 15 shall inure to the benefit of the directors, officers and Affiliates affiliates of the other party hereto Party on the same terms as are applicable to such other partyParty. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. ie) The rights to indemnification under this Section 9.3 15 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s 's claim for indemnification. (f) Except with respect to claims based on fraud, the indemnification provided in this Section 15 shall be the sole and exclusive remedy after the date hereof for damages available to the Parties with respect to claims resulting from or relating to any breach of any of the terms, conditions, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; PROVIDED, HOWEVER, this exclusive remedy for damages shall not preclude a Party from bringing an action for specific performance or other equitable remedy to require the other Party to perform its obligations under this Agreement.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates any Affiliate thereof, and any director, officer, officer or employee or agent of such other party or Affiliates Affiliate thereof (each an “Indemnified Party”"INDEMNIFIED PARTY") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”"LOSSES") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any the failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true in all material respects when made and at and as of the Closing DateDate except as expressly provided otherwise in Section 8.2(a) or 8.3(a), or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s 's waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes imposed on Buyer for which Seller is responsible pursuant to Section 2.9; (iv) any claims of any Business Employee employed by Buyer in connection with any Benefit Plan of Seller or such Business Employee's employment with Seller accruing prior to and including the Closing Date; (v) any event occurring or any condition existing at or prior to the Closing Date relating toto the Business, pertaining to, or arising out of the Seller Business Premises or the Purchased Assets for which now or hereafter constitutes a violation of, or gives rise to any Pre-liability under, any Environmental Law; (vi) any presence or any release, spill, emission, discharge, leak, disposal, leaching or migration into the indoor or outdoor environment of any Hazardous Substances in, on, under or from the Premises or the Purchased Assets and whether by Seller or by any other Person at or prior to the Closing Tax PeriodDate or prior to the Closing Date; and (vii) any requirement imposed by a Governmental Body to change, improve or modify the processes of the Business so as to bring the same into a state of not being in violation of Environmental Laws. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating with respect to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating toimposed on Seller for which Buyer is responsible pursuant to Section 2.9; and (iii) any medical, pertaining tohealth or disability claims of any Transferred Employee, for claims for expenses incurred on or arising out before the close of business on the Closing Date which are not presented on a reasonably timely basis to Seller by such Transferred Employee for payment or reimbursement in accordance with the terms of the applicable Benefit Plan of Seller Business or the Purchased Assets for any Post-Closing Tax Perioddue to fault of Buyer. (d) Amounts payable in respect of the parties’ ' indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Price. Buyer and Seller on their Returns agree to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice preparation of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated supplemental Asset Acquisition Statement as required by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.5.3

General Agreement to Indemnify. (a) Seller and Buyer Member, jointly and severally, on the one hand, and Purchaser, on the other hand, shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, any Affiliate thereof and any director, officer, employee employee, attorney or agent of such the other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure inaccuracy of any representation or warranty of such party contained in this Agreement, in any Collateral Agreement or in any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Datepursuant hereto or thereto, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement or in the Collateral Agreements to the extent not waived by the other party. (b) Seller and Member, jointly and severally, further agrees agree to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Purchaser’ Indemnified Party”) Parties from and against any Losses incurred by Buyer or any Buyer Indemnified Party such parties arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for the Taxes relating tofor which Seller is responsible pursuant to Sections 2.9 or 5.1(a); (iii) the Wabash Agreement; (iv) any claims of any Business Employee employed by Purchaser in connection with any Benefit Plan of Seller or such Business Employee’s employment with Seller accruing prior to and including the Closing Date; (v) any Encumbrances on the Purchased Assets, pertaining to, other than a Permitted Encumbrance; and (vi) the ownership or arising out operation of the Seller Business or the Purchased Assets for any Pre-or the Business prior to the Closing Tax PeriodDate. (c) Buyer Purchaser further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating Member with respect to: (i) any failure of Buyer Purchaser to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for the Taxes for which Purchaser is responsible pursuant to Sections 2.9 or 5.1(a); and (iii) any medical, health or disability claims of any Transferred Employee relating to, pertaining to, to services rendered or arising out of benefits earned after the Seller Business or the Purchased Assets for any Post-Closing Tax PeriodDate. (d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer Price. Purchaser and Seller on their Returns agree to cooperate in the preparation of a supplemental Asset Acquisition Statement as required by Section 5.3 and Treasury Reg. § 1.1060-1T(e) as a result of any adjustment to the extent permitted by lawPurchase Price pursuant to the preceding sentence. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined belowin Section 9.4(a)), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The amount of the Indemnifying Party’s liability under this Agreement shall be determined taking into account any applicable insurance proceeds actually received by, and other savings, including tax savings, that actually reduce the overall impact of the Losses upon, the Indemnified Party. The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. (f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims made under Section 9.3(a)(i) until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price $100,000 (the “Threshold AmountDeductible”) ), in which case the Indemnifying Party shall be liable for the entire amount all such Losses in excess of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amountamount, and (ii) the Indemnifying Party’s aggregate liability for all such claims made under Section 9.3(a)(i) shall not exceed the Purchase Price $1,400,000 (the “Cap AmountWarranty Cap”); provided, however, in no event claims under the Specified Representations shall not be subject to the limitations in clauses (i) and (ii) foregoing Deductible or Warranty Cap. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, neither Party shall have liability under this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches 9.3 in excess of the representations and warranties set forth in Sections 3.3Purchase Price, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to that this limitation shall not apply in connection with claims arising from the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim intentional fraud or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount willful misconduct of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurredparty. (g) The Absent fraud or willful misconduct, the indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentationAgreement. (h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage (including any loss of revenue or profit) arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall use commercially reasonable efforts to mitigate their damages. (i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification, to the extent arising out of this Agreement or any Collateral Agreements.

General Agreement to Indemnify. a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.2, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. b) Seller further agrees to indemnify indemnify, defend and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Pre-Closing Tax Period; and (iv) any liability arising out of the Charchio Litigation. c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller Business or the Purchased Assets for any Post-Closing Tax Period. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (11.00%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed five percent (5.00%) of the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Seller and Buyer shall indemnify, defend and hold harmless the other party hereto, and Affiliates thereof, and any director, officer, officer or employee or agent of such other party or Affiliates thereof (each an “"Indemnified Party”") from and against any and all claims, actions, suits, proceedings, liabilities, obligations, Taxes, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s 's fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “"Losses”") incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from (i) subject to Section 9.29.2 and other than with respect to any breach by Seller of the Channel Warranty, any breach or any failure of any representation or warranty of such party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and at and as of the Closing Date, or (ii) (A) any breach by Seller of the Channel Warranty or (B) the breach by such party of any covenant or agreement of such party contained in this Agreement to the extent not waived by the other party. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) Party from and against any Losses incurred by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s 's waiver of, or noncompliance with, of any applicable Bulk Sales Laws; and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of accruing in connection with the Seller ORiNOCO Business or the Purchased Assets for any Pre-prior to and including the Closing Tax Period. c) Buyer further agrees to indemnify Date and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses incurred by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (iiii) any failure liability of Buyer to discharge any of the Assumed Liabilities; and (ii) any class action, product liability or other action, suit, proceeding or claim, demand whether direct or liability for Taxes indirect, known or unknown, absolute or contingent, relating to, pertaining to, or arising out of to the Seller ORiNOCO Business or the Purchased Assets for any Post-Closing Tax Period. d) Amounts payable in respect of the parties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Party Claim (as defined below), both parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. e) The indemnification obligations of each party hereto under this Article 9 shall inure to the benefit of the directors, officers and Affiliates of the other party hereto on the same terms as are applicable to such other party. f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price (the “Threshold Amount”) in which case the Indemnifying Party shall be liable for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount of the Losses that exceeds the Threshold Amount, and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price (the “Cap Amount”); provided, however, in no event shall the limitations in clauses (i) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i) after the expiration of the applicable survival period specified in Section 9.2; provided, however, that, notwithstanding anything herein actions or omissions by Seller prior to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party in accordance with this Article 9, then, in such case, such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after on the Closing Date for damages available to the parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement; provided, however, this exclusive remedy for damages does not preclude a party from bringing an action for (i) specific performance or other equitable remedy to require a party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentationDate. h) Notwithstanding anything contained in this Agreement to the contrary, no party shall be liable to the other party for indirect, special, punitive, exemplary or consequential loss or damage arising out of this Agreement, provided, however, the foregoing shall not be construed to preclude recovery by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damages. i) The rights to indemnification under this Section 9.3 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.

General Agreement to Indemnify. (a) Each of Seller and Buyer shall indemnify, defend and hold harmless the other party Party hereto, and Affiliates thereof, and any director, officer, employee or agent of such other party Party or Affiliates thereof (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorney’s fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) paid, sustained, incurred or suffered by any Indemnified Party to the extent that the Losses arise by reason of, or result from from, (i) subject to Section 9.29.1, any breach of or any failure of any representation or warranty of such party Party contained in this Agreement or any certificate delivered in connection with this Agreement to have been true when made and or to be true at and as of the Closing Date, ; or (ii) to the extent not expressly waived by the other Party in writing, the breach by such party Party of any covenant or agreement of such party Party contained in this Agreement to the extent not waived by the other partyAgreement. (b) Seller further agrees to indemnify and hold harmless Buyer and Affiliates thereof, and any director, officer, employee or agent of Buyer or Affiliates thereof (each a “Buyer Indemnified Party”) from and against any Losses paid, sustained, incurred or suffered by Buyer or any Buyer Indemnified Party arising out of, resulting from, or relating to: (i) the Excluded Liabilities; (ii) Buyer’s waiver of, or noncompliance with, any applicable Bulk Sales Laws; Laws and (iii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller IoT Business or the Purchased Assets for any Pre-Closing Tax Period. (c) Buyer further agrees to indemnify and hold harmless Seller and Affiliates thereof, and any director, officer, employee or agent of Seller or Affiliates thereof (each a “Seller Indemnified Party”) from and against any Losses paid, sustained, incurred or suffered by Seller or any Seller Indemnified Party arising out of, resulting from, or relating to: (i) any failure of Buyer to discharge any of the Assumed Liabilities; , and (ii) any claim, demand or liability for Taxes relating to, pertaining to, or arising out of the Seller IoT Business or the Purchased Assets for any Post-Closing Tax Period. (d) Amounts payable in respect of the partiesParties’ indemnification obligations shall be treated as an adjustment to the Purchase Price for Tax purposes and shall be treated as such by Buyer and Seller on their Returns to the extent permitted by law. Whether or not the Indemnifying Party (as defined below) chooses to defend or prosecute any Third-Third Party Claim (as defined below), both parties Parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith or as provided in Section 5.1. (e) The indemnification obligations amount of each party hereto the Indemnifying Party’s liability under this Article 9 Agreement shall inure be net of any applicable insurance proceeds (net of the costs of recovery thereof and any premium increases resulting therefrom) actually received by the Indemnified Party that actually reduce the overall impact of the Losses upon the Indemnified Party (it being understood, however, that the Indemnified Party shall have no obligation to seek or procure any such insurance proceeds, whether pursuant to the benefit terms of the directors, officers and Affiliates of the other party hereto on the same terms as are this Agreement or applicable to such other partyLaw). (f) The Indemnifying Party’s liability for all claims made under Section 9.3(a)(i9.2(a) (i) shall be subject to the following limitations: (i) the Indemnifying Party shall have no liability for such claims until the aggregate amount of the Losses incurred shall exceed one percent (1%) of the Purchase Price $2,750,000 (the “Threshold Amount”) in which case the Indemnifying Party shall be liable only for the entire amount of such Losses (subject to the limit set forth in clause (ii)) and not just the amount portion of the indemnifiable Losses that exceeds exceeding the Threshold Amount, Amount and (ii) the Indemnifying Party’s aggregate liability for all such claims shall not exceed the Purchase Price $55,000,000 (the “Cap Amount”); provided, however, in no event shall the limitations in clauses . (ig) and (ii) of this Section 9.3(f) apply to (a) Losses resulting from fraud or intentional misrepresentation or (b) Losses arising out of breaches of the representations and warranties set forth in Sections 3.3, 3.5(a) and 3.20. The Indemnified Party may not make a claim for indemnification under Section 9.3(a)(i9.2(a)(i) after the expiration of the applicable survival period specified in Section 9.2Expiration Date ; provided, however, that, notwithstanding anything herein to the contrary, so long as such Indemnified Party shall have, before the applicable expiration date, provided notice of a have made an indemnification claim (made in good faith and with reasonable specificity under the circumstances) before the applicable expiration date to the Indemnifying Party Expiration Date in accordance with this Article 9, then, in such case, then such claim or right to indemnification shall survive indefinitely until such claim has been finally resolved. Notwithstanding anything herein to the contrary, for purposes of this Article 9, all “materiality”, “Seller Material Adverse Effect” and similar qualifications in the representations and warranties contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) shall be disregarded for purposes of calculating the amount of such Losses, but shall not be disregarded for purposes of determining whether a breach of any such representation or warranty contained in this Agreement (or contained, incorporated or referenced in any certificate delivered pursuant to this Agreement) has occurred. g(h) The indemnification provided in this Article 9 shall be the sole and exclusive remedy after the Closing Date for damages available to the parties Parties to this Agreement for breach of any of the terms, conditions, covenants, representations or warranties contained herein or any right, claim or action arising from the transactions contemplated by this Agreement (but not claims arising under any Collateral Agreement); provided, however, this exclusive remedy for damages does not preclude a party Party from bringing an any action (or, in the case of clause (ii), limit the amounts recoverable in any action) for (i) specific performance or other equitable remedy to require a party Party to perform its obligations under this Agreement or any Collateral Agreement or (ii) fraud or intentional misrepresentation. h(i) Notwithstanding anything contained in this Agreement to the contrarycontrary (but subject to the proviso of this Section 9.2(h)), no party Party shall be liable to the other party Party or any other Indemnified Party for any indirect, special, punitivepunitive (unless paid to a Third Party), exemplary or consequential loss or damage pursuant to arising out of an indemnification claim made under this Agreement, . (j) Both Parties shall mitigate their damages for which they may seek indemnification hereunder; provided, however, that neither the foregoing shall not nor anything else in this Agreement will be construed to preclude recovery expand or extend a Party’s common law obligation to mitigate damages to the extent required by the Indemnified Party in respect of Losses directly incurred from Third Party Claims. Both parties shall mitigate their damagescommon law. i(k) The rights to indemnification under this Section 9.3 9.2 shall not be subject to set-off for any claim by the Indemnifying Party against any Indemnified Party, whether or not arising from the same event giving rise to such Indemnified Party’s claim for indemnification.