Common use of GENERAL INDEMNIFICATION BY THE STOCKHOLDERS Clause in Contracts

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding IES and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, IES or the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and Stockholders which was based upon information provided to TCI IES or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which and is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders -40- 49 required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, IES or the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI IES counsel and to IES for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent solely attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI IES acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI IES further acknowledges and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their agrees that its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco IES hereby waive, from and after the Funding and Consummation Date, waives to the fullest extent permitted under applicable law, any and all other rights, claims and causes of action they it or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11otherwise.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance except with their percentage ownership interest in the Company) respect to Sections 5.30 through 5.32, which shall be several), will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation DateURSI, the Company COMPANY and the Surviving Corporation at all times, times from and after the date of this Agreement until the Expiration Date (provided that for purposes of as defined in Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, NewcoURSI, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith (other than the representations and warranties provided in Section 5.22, for which Section 11.6 provides special indemnity provisions); (ii) any breach nonfulfillment of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, ; or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, (x) arising out of or based upon any untrue statement of a material fact relating to the Company COMPANY (including the COMPANY's Subsidiaries) or the Stockholders, and STOCKHOLDERS that is provided to TCI URSI or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is STOCKHOLDERS and contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (y) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY (including the COMPANY's Subsidiaries) or the Stockholders STOCKHOLDERS that is required to be stated therein or necessary to make the statements therein not misleading, and not provided to URSI or its counsel by the COMPANY or the STOCKHOLDERS, provided, however, that such indemnity shall not inure to the benefit of TCI, NewcoURSI, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI URSI counsel and to URSI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11included.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCICSI, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCICSI, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI CSI or its counsel by the Company COMPANY or the Stockholders STOCKHOLDERS (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCICSI, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI CSI counsel and to CSI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they they, severally (in accordance with based on their percentage relative ownership interest in of the Company) Company Stock on the date hereof), will indemnify, defend, protect and hold harmless TCIHome, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIHome, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI Home or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCIHome, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI Home counsel and to Home for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI Home and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI Home and Newco further acknowledge and agree that, should the Funding and Consummation Date Closing occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI Home and Newco hereby waive, from and after the Funding and Consummation DateClosing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11otherwise.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIVPI, Newco, and, subsequent to the Funding and Consummation Date, the Company NEWCO and the COMPANY (as the Surviving Corporation Corporation) at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIVPI, Newco, NEWCO and the Company or COMPANY (as the Surviving Corporation Corporation) as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI VPI or its counsel by the Company COMPANY or the Stockholders (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, or (iv) the matters described on Schedule 11.1(iv) (relating to specifically identified matters such as ongoing claims and/or litigation), which Schedule shall be prepared by VPI, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of TCIVPI, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI VPI counsel and to VPI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation DateVPI, the Company NEWCOS and each COMPANY (as the Surviving Corporation Corporations) at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, NewcoVPI, the Company or NEWCOS and each COMPANY (as the Surviving Corporation Corporations) as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company each COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANIES under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company any COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI VPI or its counsel by the Company COMPANIES or the Stockholders (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to the Company COMPANIES or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, or (iv) the matters described on Schedule 11.1(iv) (relating to specifically identified matters such as ongoing claims and/or litigation), which Schedule shall be prepared by VPI, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of TCI, NewcoVPI, the Company NEWCOS, the COMPANIES or the Surviving Corporation Corporations to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI VPI counsel and to VPI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIMETALS, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIMETALS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI METALS or its counsel by the Company COMPANY or the Stockholders STOCKHOLDERS (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCIMETALS, Newco-55- NEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI METALS counsel and to METALS for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other StockholderSTOCKHOLDER. TCI METALS and Newco NEWCO acknowledge and agree that other than the representations and warranties of the Company COMPANY or the Stockholders STOCKHOLDERS specifically contained in this Agreement, there are no representations or warranties of the Company COMPANY or the StockholdersSTOCKHOLDERS, either express or implied, with respect to the transactions contemplated by this Agreement, the Company COMPANY or its assets, liabilities and business. TCI METALS and Newco any NEWCO further acknowledge and agree that, should the Funding and Consummation Date Closing occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI METALS and Newco NEWCO hereby waive, from and after the Funding and Consummation DateClosing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against the COMPANY or any Stockholder STOCKHOLDER relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11otherwise.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIMETALS, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIMETALS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI METALS or its counsel by the Company COMPANY or the Stockholders STOCKHOLDERS (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCIMETALS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI METALS counsel and to METALS for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other StockholderSTOCKHOLDER. TCI METALS and Newco NEWCO acknowledge and agree that other than the representations and warranties of the Company COMPANY or the Stockholders STOCKHOLDERS specifically contained in this Agreement, there are no representations or warranties of the Company COMPANY or the StockholdersSTOCKHOLDERS, either express or implied, with respect to the transactions contemplated by this Agreement, the Company COMPANY or its assets, liabilities and business. TCI METALS and Newco any NEWCO further acknowledge and agree that, should the Funding and Consummation Date Closing occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI METALS and Newco NEWCO hereby waive, from and after the Funding and Consummation DateClosing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against the COMPANY or any Stockholder STOCKHOLDER relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11otherwise.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. In addition to the foregoing, each of the Stockholders covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless TCI, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the date on which the applicable statute of limitations expires, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, the Company or the Surviving Corporation as a result of or arising from any income tax or other tax obligation of such Stockholder under any Federal, state, local, foreign or other law applicable to such Stockholder. TCI acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI further acknowledges and Newco further acknowledge and agree agrees that, should the Funding and Consummation Date occur, their its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waivewaives, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they it or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant and agree that they jointly and severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCILandCARE, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCILandCARE, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI LandCARE or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCILandCARE, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI LandCARE for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI LandCARE and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI LandCARE and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI LandCARE and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIPentacon, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIPentacon, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the definitive, final schedules or certificates delivered by them in connection herewithherewith (but excluding any representations or warranties made by the Other Stockholders with respect to their Common Stock), (ii) any breach of any agreement on the part of the Stockholders or or, prior to Closing, the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided in writing to TCI Pentacon or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCIPentacon, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI Pentacon counsel and to Pentacon for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 11.1(iii) to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Other Stockholder. TCI Pentacon and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI Pentacon, Newco and Newco the Company further acknowledge and agree that, should the Funding and Consummation Date Closing occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 1111.1. TCI Pentacon, Newco and Newco the Company hereby waive, from and after the Funding and Consummation DateClosing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions contemplated hereby arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under (and other than pursuant to the terms of this Section 11Agreement).

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIPentacon, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIPentacon, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the definitive, final schedules or certificates delivered by them in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or or, prior to Closing, the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided in writing to TCI Pentacon or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCIPentacon, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI Pentacon counsel and to Pentacon for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 11.1(iii) to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI Pentacon and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect -42- to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI Pentacon, Newco and Newco the Company further acknowledge and agree that, should the Funding and Consummation Date Closing occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 1111.1. TCI Pentacon, Newco and Newco the Company hereby waive, from and after the Funding and Consummation DateClosing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions contemplated hereby arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under (and other than pursuant to the terms of this Section 11Agreement).

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant (a) Each Stockholder covenants and agree agrees that they severally (in accordance with their percentage ownership interest in the Company) such Stockholder will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation AmPaM at all times, from and after the date of this Agreement until the applicable Expiration Date (as defined in the introductory paragraph to Section 5(A)), provided that for purposes of Section 11.1(iiiclause (iii) below, the applicable Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation AmPaM as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules attached hereto or certificates delivered in connection herewithpursuant to this Agreement, (ii) any breach of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and which was based upon information provided to TCI AmPaM or its counsel in writing by the Company or the Stockholders (but specifically for inclusion in the case of the Stockholders, only if such statement was provided in writing) which Private Placement Memorandum and is contained in the Registration Statement or any prospectus forming a part thereofPrivate Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 in excess of such Stockholder's pro rata share thereof determined by reference to the extent attributable aggregate value of the Base Cash Amount (as defined in Annex I of this Agreement), the principal amount of AmPaM Notes and the shares of AmPaM Stock (valued at a price of $13.00 per share) received by such Stockholder pursuant to Section I.A. of Annex I hereto (without giving effect to the adjustments provided in Sections I.B. and I.C. thereof) (giving effect to the value of such AmPaM Stock and without giving effect to such adjustments, collectively, the "Aggregate Consideration") such Stockholder would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated in relation to the total Aggregate Consideration all Stockholders would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated. (b) Each Stockholder covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless AmPaM at all times, from and after the date of this Agreement, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by AmPaM as a result of or arising from (i) any breach of the representations and warranties of such Stockholder set forth in Section 5(B) hereof, (ii) any breach of any representation, warranty covenant or agreement on the part of such Stockholder under this Agreement, or (iii) any liability under the 1933 Act or any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to such Stockholder which was based upon information provided to AmPaM or its counsel in writing by such Stockholder specifically for inclusion in the Private Placement Memorandum and is contained in the Private Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to such Stockholder required to be stated therein or necessary to make the statements therein in light of the circumstances in which such statements were made herein individually by any other Stockholder. TCI not misleading. (c) AmPaM acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCICEI, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and reasonable expenses of investigation) incurred by TCICEI, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein (as amended by any amendment or supplement to a Schedule that has received the requisite consents contemplated by Section 7.8) or on the schedules or certificates delivered in connection herewithherewith as of the date made and as of the date any such representations and warranties are re-confirmed, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY of any agreement under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, either (1) arising out of or based upon any untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI CEI or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (2) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, (iv) the matters described on Schedule 11.1(iv) or (v) any Tax imposed upon or relating to any third party for a pre-Funding and Consummation Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local of foreign law), as a transferee or successor, by contract or otherwise, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii), such indemnity shall not inure to the benefit of TCICEI, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI CEI counsel and to CEI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders jointly and severally covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) will to indemnify, defend, protect and hold harmless TCIPurchaser and its respective officers, Newcodirectors, andemployees, subsequent to the Funding stockholders, assigns, successors and Consummation Dateaffiliates, including without limitation, the Company (individually, an "Aether Indemnified Party" and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) belowcollectively, the Expiration Date shall be the date on which the applicable statute "Aether Indemnified Parties") from, against and in respect of: (a) all liabilities, losses, claims, (including, without limitation, third party claims) damages, punitive damages, causes of limitations expiresaction, lawsuits, administrative proceedings (including informal proceedings), from and against all claimsinvestigations, damages, actions, suits, proceedingsaudits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including specificallyincluding, but without limitation, reasonable attorneys' fees and expenses disbursements of investigationevery kind, nature and description) (collectively, "Damages") suffered, sustained, incurred or paid by TCIthe Aether Indemnified Parties in connection with, Newco, the Company or the Surviving Corporation as a result of resulting from or arising from out of, directly or indirectly: (i) any breach of the representations and warranties any representation or warranty of the Stockholders or the Company set forth herein in this Agreement or any schedule or certificate, delivered by or on behalf of any of the schedules Stockholders or certificates delivered the Company in connection herewith, ; (ii) any breach nonfulfillment of any covenant or agreement on the part of the Stockholders or or, prior to the Company under Closing Date, the Company, in this Agreement, or ; (iii) the business, operations or assets of the Company prior to the Closing Date or the actions or omissions of the Company's directors, officers, shareholders, employees or agents prior to the Closing Date, except as otherwise disclosed in the Company Financial Statements; (iv) reserved; (v) failure of the Company to collect at least 95% of its accounts receivable reflected on the Closing Financial Statements in the ordinary course of business; or (vi) any liability under the 1933 Act, the 1934 Act litigation or other Federal claims of any kind brought against the Company or state law or regulation, at common law or otherwise, Purchaser arising out of acts or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties omissions of the Company or the Stockholders specifically prior to Closing, including, without limitation, those matters set forth in Schedule 3.26(b). (b) any and all Damages incident to any of the foregoing or to the enforcement of this Section 8.1. Provided the Closing occurs, each Stockholder waives any right of contribution, indemnification or other similar right against (a) the Company arising out of the Seller's representations, warranties, covenants and agreements contained in this Agreement, there are no representations herein; and (b) Purchaser or warranties the Company arising out of the Charter Documents or any other contractual obligation of the Company or the Stockholders, either express any Company Benefit Arrangement or implied, with respect Company Plan. The Stockholders agree that any (i) fraud claim of Purchaser arising out of or relating to the transactions contemplated by this Agreement, the Company Agreement or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to (ii) any and all claims claim of Purchaser for contribution arising out of or relating to this Agreement and a third party claim for which the transactions contemplated in this Agreement, shall Stockholders may be pursuant to individually liable under a theory of "piercing the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation corporate veil" or otherwise except their rights or as fiduciaries under this Section 11any Company Benefit Arrangement or Company Plan may be asserted directly and fully against the Stockholders without the need for any claim against or joinder of the Company, provided that Purchaser must prove the elements of such claim.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant (a) Each Stockholder covenants and agree agrees that they severally (in accordance with their percentage ownership interest in the Company) such Stockholder will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation AmPaM at all times, from and after the date of this Agreement until the applicable Expiration Date (as defined in the introductory paragraph to Section 5(A)), provided that for purposes of Section 11.1(iiiclause (iii) below, the applicable Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation AmPaM as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules attached hereto or certificates delivered in connection herewithpursuant to this Agreement, (ii) any breach of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and which was based upon information provided to TCI AmPaM or its counsel in writing by the Company or the Stockholders (but specifically for inclusion in the case of the Stockholders, only if such statement was provided in writing) which Private Placement Memorandum and is contained in the Registration Statement or any prospectus forming a part thereofPrivate Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.any

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIPentacon, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIPentacon, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the definitive, final schedules or certificates delivered by them in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or or, prior to Closing, the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided in writing to TCI Pentacon or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCIPentacon, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI Pentacon counsel and to Pentacon for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that that, except as herein otherwise provided, no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 11.1(iii) to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI Pentacon and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI Pentacon, Newco and Newco the Company further acknowledge and agree that, should the Funding and Consummation Date Closing occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 1111.1. TCI Pentacon, Newco and Newco the Company hereby waive, from and after the Funding and Consummation DateClosing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions contemplated hereby arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under (and other than pursuant to the terms of this Section 11Agreement).

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIVPI, Newco, and, subsequent to the Funding and Consummation Date, the Company NEWCO and the COMPANY (as the Surviving Corporation Corporation) at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIVPI, Newco, NEWCO and the Company or COMPANY (as the Surviving Corporation Corporation) as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal federal or state law or regulation, at common law or otherwise, arising out 58 of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI VPI or its counsel by the Company COMPANY or the Stockholders (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, or (iv) the matters described on Schedule 11.1(iv) (relating to specifically identified matters such as ongoing claims and/or litigation), which Schedule shall be prepared by VPI, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of TCIVPI, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI VPI counsel and to VPI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant and agree that they jointly and severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCILandCARE, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCILandCARE, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI LandCARE or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCILandCARE, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any -39- preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI LandCARE for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI LandCARE and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI LandCARE and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI LandCARE and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCICTS, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and reasonable expenses of investigation) incurred by TCICTS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI CTS or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission by the COMPANY and/or the STOCKHOLDERS to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, (iv) the matters described on Schedule 11.1(iv) or (v) any Tax imposed upon or relating to any third party or Acquired Party for a pre-Closing Date period, including, in each case, any such Tax arising out of or in connection with the transactions effected pursuant to this Agreement or any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local of foreign law), as a transferee or successor, by contract or otherwise; provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of TCICTS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI CTS counsel and to CTS for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIPentacon, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIPentacon, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the definitive, final schedules or certificates delivered by them in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or or, prior to Closing, the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, and provided in writing to TCI Pentacon or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCIPentacon, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI Pentacon counsel and to Pentacon for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this this Section 11.1 (iii) to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI Pentacon and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI Pentacon, Newco and Newco the Company further acknowledge and agree that, should the Funding and Consummation Date Closing occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 1111.1. TCI Pentacon, Newco and Newco the Company hereby waive, from and after the Funding and Consummation DateClosing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions contemplated hereby arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under (and other than pursuant to the terms of this Section 11Agreement).

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance with their percentage ownership interest in the Company) except for those STOCKHOLDERS listed on Schedule 5(A), whose indemnity obligations shall be on a several and not joint basis), will indemnify, defend, protect and hold harmless TCIHOLDING, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationexpenses) incurred by TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) subject to the survival periods set forth in Section 5, any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith as of the date made and as of the date any such representations and warranties are re-confirmed, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY of any agreement under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, either (1) arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided in writing to TCI HOLDING or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (2) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingmisleading and not provided to HOLDING or its counsel by the COMPANY or its STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, (iv) the matters described on Schedule 11.1(iv), (v) any Tax (in excess of all amounts accrued therefor on the Balance Sheet included in the COMPANY Financial Statements) relating to a period ending on or before the Closing Date (or any portion of a period ending after the Closing Date that relates to the portion of such period ending on the Closing Date, using the closing of the books method) that has not been paid on or before the Closing Date, or (vi) any Tax imposed upon or relating to any third party for a pre-Closing Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local of foreign law), as a transferee or successor, by contract or otherwise, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii), such indemnity shall not inure to the benefit of TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI HOLDING's counsel and to HOLDING for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder each STOCKHOLDER shall be liable for any indemnification obligation obligations pursuant to this Section 11.1 to the extent that are attributable to a breach of any representation, warranty or agreement made herein individually in Sections 5.31 through 5.35 by that STOCKHOLDER and not for breach of the representations, warranties or agreements made in Sections 5.31 through 5.35 by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding IES and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, IES or the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and Stockholders which was based upon information provided to TCI IES or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which and is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, IES or the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI IES counsel and to IES for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent solely attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI IES acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or IES further acknowledges and agrees that its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco IES hereby waive, from and after the Funding and Consummation Date, waives to the fullest extent permitted under applicable law, any and all other rights, claims and causes of action they it or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11otherwise.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIMETALS, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIMETALS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI METALS or its counsel by the Company -57- COMPANY or the Stockholders STOCKHOLDERS (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCIMETALS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI METALS counsel and to METALS for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other StockholderSTOCKHOLDER. TCI METALS and Newco NEWCO acknowledge and agree that other than the representations and warranties of the Company COMPANY or the Stockholders STOCKHOLDERS specifically contained in this Agreement, there are no representations or warranties of the Company COMPANY or the StockholdersSTOCKHOLDERS, either express or implied, with respect to the transactions contemplated by this Agreement, the Company COMPANY or its assets, liabilities and business. TCI METALS and Newco any NEWCO further acknowledge and agree that, should the Funding and Consummation Date Closing occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI METALS and Newco NEWCO hereby waive, from and after the Funding and Consummation DateClosing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against the COMPANY or any Stockholder STOCKHOLDER relating to this -58- Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11otherwise.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance with their percentage ownership interest in the Company) except for those STOCKHOLDERS listed on Schedule 5(A), whose indemnity obligations shall be on a several and not joint basis), will indemnify, defend, protect and hold harmless TCIHOLDING, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationexpenses) incurred by TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) subject to the survival periods set forth in Section 5, any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith as of the date made and as of the date any such representations and warranties are re-confirmed, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY of any agreement under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, either (1) arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided in writing to TCI HOLDING or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (2) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingmisleading and not provided to HOLDING or its counsel by the COMPANY or its STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, (iv) the matters described on Schedule 11.1(iv), (v) any Tax (in excess of all amounts accrued therefor on the Balance sheet included in the COMPANY Financial Statements) relating to a period ending on or before the Closing Date (or any portion of a period ending after the Closing Date that relates to the portion of such period ending on the Closing Date, using the closing of the books method) that has not been paid on or before the Closing Date, or (vi) any Tax imposed upon or relating to any third party for a pre-Closing Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local of foreign law), as a transferee or successor, by contract or otherwise, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii), such indemnity shall not inure to the benefit of TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI HOLDING's counsel and to HOLDING for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder each STOCKHOLDER shall be liable for any indemnification obligation obligations pursuant to this Section 11.1 to the extent that are attributable to a breach of any representation, warranty or agreement made herein individually in Sections 5.31 through 5.35 by that STOCKHOLDER and not for breach of the representations, warranties or agreements made in Sections 5.31 through 5.35 by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding VPI and Consummation Date, the Company and the Surviving Corporation each COMPANY at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation VPI and each COMPANY as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company each COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANIES under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company any COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI VPI or its counsel by the Company COMPANIES or the Stockholders (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to the Company COMPANIES or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, or (iv) the matters described on Schedule 11.1(iv) (relating to specifically identified matters such as ongoing claims and/or litigation), which Schedule shall be prepared by VPI, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of TCI, Newco, the Company VPI or the Surviving Corporation COMPANIES to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI VPI counsel and to VPI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCICTS, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and reasonable expenses of investigation) incurred by TCICTS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI CTS or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission by the COMPANY and/or the STOCKHOLDERS to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, (iv) the matters described on Schedule 11.1(iv) or (v) any Tax imposed upon or relating to any third party for a pre-Closing Date period, including, in each case, any such Tax arising out of or in connection with the transactions effected pursuant to this Agreement or any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local or foreign law), as a transferee or successor, by contract or otherwise; provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of TCICTS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI CTS counsel and to CTS for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant (a) Each Stockholder covenants and agree agrees that they severally (in accordance with their percentage ownership interest in the Company) such Stockholder will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation AmPaM at all times, from and after the date of this Agreement until the applicable Expiration Date (as defined in the introductory paragraph to Section 5(A)), provided that for purposes of Section 11.1(iiiclause (iii) below, the applicable Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation AmPaM as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules attached hereto or certificates delivered in connection herewithpursuant to this Agreement, (ii) any breach of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and which was based upon information provided to TCI AmPaM or its counsel in writing by the Company or the Stockholders (but specifically for inclusion in the case of the Stockholders, only if such statement was provided in writing) which Private Placement Memorandum and is contained in the Registration Statement or any prospectus forming a part thereofPrivate Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statementi) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 in excess of such Stockholder's pro rata share thereof determined by reference to the extent attributable aggregate value of the Base Cash Amount (as defined in Annex I of this Agreement), the principal amount of AmPaM Notes and the shares of AmPaM Stock (valued at a price of $13.00 per share) received by such Stockholder pursuant to Section I.A. of Annex I hereto (without giving effect to the adjustments provided in Sections I.B. and I.C. thereof) (giving effect to the value of such AmPaM Stock and without giving effect to such adjustments, collectively, the "Aggregate Consideration") such Stockholder would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated in relation to the Aggregate Consideration all Stockholders would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated and (ii) the indemnity obligations in this Section 11.1(a) shall not be applicable to any Stockholder who has sold all of his shares of Company Stock to the other Stockholder prior to the Closing Date. (b) Each Stockholder covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless AmPaM at all times, from and after the date of this Agreement, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by AmPaM as a result of or arising from (i) any breach of the representations and warranties of such Stockholder set forth in Section 5(B) hereof, (ii) any breach of any representation, warranty covenant or agreement on the part of such Stockholder under this Agreement, or (iii) any liability under the 1933 Act or any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to such Stockholder which was based upon information provided to AmPaM or its counsel in writing by such Stockholder specifically for inclusion in the Private Placement Memorandum and is contained in the Private Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to such Stockholder required to be stated therein or necessary to make the statements therein in light of the circumstances in which such statements were made herein individually by not misleading; provided, however, that such indemnity shall not be applicable to any Stockholder who has sold all of his shares of Company Stock to the other Stockholder. TCI Stockholder prior to the Closing Date. (c) AmPaM acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance except with their percentage ownership interest in the Companyrespect to Sections 5.36 and 5.37 which shall be several) will indemnify, defend, protect and hold harmless TCIVESTCOM, NewcoNEWCO, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation and, solely with respect to clause (v) of this Section 11.1, the Underwriters, at all times, times from and after the date Effective Time of this Agreement the Merger until the Expiration Date (provided that for purposes of as defined in Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIVESTCOM, NewcoNEWCO, the Company or the Surviving Corporation or the Underwriters as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach non fulfillment of any covenant or agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, (iii) any Tax imposed upon or relating to an Acquired Party for any pre-Consummation Date period arising out of or in connection with the transactions effected pursuant to this Agreement, except to the extent that such Tax is an obligation of the COMPANY (not the STOCKHOLDERS) and the COMPANY has accrued a liability for such Tax on its books and records in the ordinary course, (iv) any Tax imposed upon or relating to any Acquired Party for a pre-Consummation Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or -68- 76 any similar provision of state, local or foreign laws) as a transferee or successor, by contract or otherwise, except to the extent that such Tax is an obligation of the COMPANY (not the STOCKHOLDERS) and the COMPANY has accrued a liability for such Tax on its books and records in the ordinary course, or (iiiv) any liability under the 1933 Act, the 1934 Act or other Federal federal or state law or regulation, regulation at common law or otherwise, otherwise arising out of or based upon any untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI VESTCOM or its counsel or the Underwriters or their counsel by the Company COMPANY or the Stockholders (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingmisleading and not provided to VESTCOM or its counsel or the Underwriters or their counsel by the COMPANY or the STOCKHOLDERS, provided, however, that such indemnity shall not inure to the benefit of TCIVESTCOM, NewcoNEWCO, the Company or the Surviving Corporation or the Underwriters to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI VESTCOM'S counsel and to VESTCOM or to the Underwriters and their counsel for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholderincluded. TCI and Newco acknowledge and All parties hereto expressly agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by clause (v) of this AgreementSection 11.1, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, Underwriters shall be pursuant deemed a third party beneficiary. The STOCKHOLDERS agree to execute any documents reasonably requested by the Underwriters to confirm the indemnification obligations to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11Underwriters.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding INCOM and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (as defined in the introductory paragraph to Section 5(A)), provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, INCOM or the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules attached hereto or certificates delivered in connection herewithpursuant to this Agreement, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) [[for Sutter Stock Purchase Agreement ONLY] the Company's obligations to make xxx xayment to (A) the Insurance Company, (B) any holder of an insurance policy issued by the Insurance Company, (C) any party to an agreement between the Company and such party pursuant to which the Company is obligated to make indemnity, contribution or similar payments related to the Insurance Company, (D) any other owner of an equity interest in the Insurance Company or (E) any lender to the Insurance Company or (iv)] any liability under the 1933 Act, the 1934 Act or other Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and Stockholders which was based upon information provided to TCI INCOM or its counsel in writing by the Company or the Stockholders (but specifically for inclusion in the case of the Stockholders, only if such statement was provided in writing) which Registration Statement and is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, INCOM or the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI INCOM counsel and to INCOM for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent solely attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI INCOM acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI INCOM further acknowledges and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their agrees that its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco INCOM hereby waive, from and after the Funding and Consummation Date, waives to the fullest extent permitted under applicable law, any and all other rights, claims and causes of action they it or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions arising under or based upon any federalFederal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11otherwise.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS listed on Schedule 11.1 covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIHOLDING, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation in amounts not to exceed the respective amounts set forth next to each STOCKHOLDER's name on Schedule 11.1, at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationexpenses) incurred by TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) subject to the survival periods set forth in Section 5, any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith as of the date made and as of the date any such representations and warranties are re-confirmed, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY of any agreement under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, either (1) arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided in writing to TCI HOLDING or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (2) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingmisleading and not provided to HOLDING or its counsel by the COMPANY or its STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, (iv) the matters described on Schedule 11.1(iv), (v) any Tax (in excess of all amounts accrued therefor on the Balance Sheet included in the COMPANY Financial Statements) relating to a period ending on or before the Closing Date (or any portion of a period ending after the Closing Date that relates to the portion of such period ending on the Closing Date, using the closing of the books method) that has not been paid on or before the Closing Date, or (vi) any Tax imposed upon or relating to any third party for a pre-Closing Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local of foreign law), as a transferee or successor, by contract or otherwise, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii), such indemnity shall not inure to the benefit of TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI HOLDING's counsel and to HOLDING for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further(B) that each STOCKHOLDER other than the Energy Systems Industries, that no Stockholder Inc. Stock Sharing Trust shall be liable for any indemnification obligation obligations pursuant to this Section 11.1 to the extent that are attributable to a breach of any representation, warranty or agreement made herein individually in Sections 5.31 through 5.35 by that STOCKHOLDER and not for breach of the representations, warranties or agreements made in Sections 5.31 through 5.35 by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. (a) Subject to Section 11.5the terms of this Article 6, the Stockholders covenant Stockholders, jointly and agree that they severally (in accordance with their percentage ownership interest in the Company) will severally, shall indemnify, defend, protect and hold harmless TCIVerticalnet and its Affiliates (including the Surviving Corporation) and each of their officers, Newcodirectors, and, subsequent to the Funding employees agents and Consummation Daterepresentatives (collectively, the Company “Verticalnet Indemnified Parties”) from, against and the Surviving Corporation at in respect of all timesLiabilities, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) belowlosses, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actionsfines, suits, proceedings, demandspenalties, assessments, adjustments, settlement payments, deficiencies, diminution in value, costs and expenses (including specifically, but without limitation, reasonable attorneys' ’ fees and expenses of investigation) (collectively, “Losses”) suffered, sustained, incurred or paid by TCIthe Verticalnet Indemnified Parties in connection with, Newcoresulting from or arising out of, directly or indirectly, the Company items set forth in paragraphs (i) – (iv) below, to the extent that any Loss is not reflected in the determination of the Working Capital Adjustment, for a period commencing on the date hereof and ending on the date that is: (i) nine months after the Closing, for any breach of any representation or warranty of B2e or any Stockholder set forth in this Agreement, any Transaction Document or in any certificate or other writing delivered by B2e or any Stockholder in connection herewith not covered by paragraphs (ii) and (iii) below; (ii) 30 days after the Surviving Corporation date of expiration of the applicable statute of limitations, for any Tax imposed upon or relating (the “Statute of Limitation Claims”) to: (A) any B2e Group Member with respect to any Pre-Closing Tax Period; (B) any Relevant Group of which any B2e Group Member (or any of their predecessors) is or was a member pursuant to Section 1.1502-6 of the Treasury Regulations (or any similar provision of applicable Law) on or before the Closing Date; (C) any B2e Group Member as a result of the consummation of the transactions contemplated by this Agreement (including the Stockholders’ Representative’s share of Transfer Taxes pursuant to Section 5.09(f)) to the extent allocable to a Pre-Closing Tax Period; (D) any B2e Group Member as a transferee or arising from successor, by Contract, or otherwise, based on circumstances that establish such status existing on or before the Closing Date; and (E) any claims asserted against the Surviving Corporation or its Assets by reason for the failure of any Person to comply with bulk sales Laws and other similar Laws pursuant to Section 7.05. (iii) 30 days after the date of expiration of the applicable statute of limitations, for any claims (the “Securityholder Claims”) by (A) any holder or former holder of B2e securities relating to the allocation of the Merger Consideration pursuant to Section 2.06, including without limitation, any assertion of appraisal rights by any such holder under applicable Law and (B) any holder or former holder of options or warrants to purchase any shares of B2e Capital Stock regarding the termination of such options or warrants or the failure of any B2e Group Member to comply any with the terms and conditions of such options or warrants; and (iv) 30 days after the date of expiration of the applicable statute of limitations, for any claims under or with respect to the Management Letter Agreements (the “Management Agreement Claims”). (b) Notwithstanding any other provision of this Article 6, except as provided below in this Section 6.01, the Verticalnet Indemnified Parties shall be entitled to indemnification under Section 6.01(a)(i) only when the aggregate of all Losses of such Verticalnet Indemnified Parties under Section 6.01(a)(i) exceeds $100,000 (the “Threshold”) and, if the Threshold is exceeded, to the extent such Losses exceed the Threshold up to an amount equal to 10% of the Merger Consideration (the “Indemnification Cap”). Notwithstanding anything contained herein to the contrary, neither the Threshold nor the Indemnification Cap shall apply to (i) any breach of the representations and or warranties under Sections 3.01, 3.02, 3.03 or 3.28 (the “Excepted Representations”) or in the related provisions of any certificates to be delivered at the Stockholders Closing by B2e or the Company set forth herein or on the schedules or certificates delivered in connection herewithany Stockholder, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, representation or warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they B2e or any indemnified person may have against any Stockholder relating that was made with an intent to this Agreement mislead or the transactions arising under defraud or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.with a reckless disregard of the

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance with their percentage ownership interest in the Company) except for those STOCKHOLDERS listed on Schedule 5(A), whose indemnity obligations shall be on a several and not joint basis), will indemnify, defend, protect and hold harmless TCIHOLDING, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationexpenses) incurred by TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) subject to the survival periods set forth in Section 5, any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith as of the date made and as of the date any such representations and warranties are re-confirmed, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY of any agreement under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, either (1) arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided in writing to TCI HOLDING or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (2) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingmisleading and not provided to HOLDING or its counsel by the COMPANY or its STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, (iv) the matters described on Schedule 11.1(iv), (v) any Tax relating to a period ending on or before the Closing Date (or any portion of a period ending after the Closing Date that relates to the portion of such period ending on the Closing Date, using the closing of the books method) that has not been paid on or before the Closing Date, or (vi) any Tax imposed upon or relating to any third party for a pre-Closing Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local of foreign law), as a transferee or successor, by contract or otherwise, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii), such indemnity shall not inure to the benefit of TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI HOLDING's counsel and to HOLDING for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder each STOCKHOLDER shall be liable for any indemnification obligation obligations pursuant to this Section 11.1 to the extent that are attributable to a breach of any representation, warranty or agreement made herein individually in Sections 5.31 through 5.35 by that STOCKHOLDER and not for breach of the representations, warranties or agreements made in Sections 5.31 through 5.35 by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCICSI, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCICSI, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company either COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company either COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company either COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI CSI or its counsel by the Company either COMPANY or the Stockholders STOCKHOLDERS (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company either COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCICSI, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI CSI counsel and to CSI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance except with their percentage ownership interest in the Companyrespect to Sections 5.36 and 5.37 which shall be several) will indemnify, defend, protect and hold harmless TCIVESTCOM, NewcoNEWCO, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation and, solely with respect to clause (v) of this Section 11.1, the Underwriters, at all times, times from and after the date Effective Time of this Agreement the Merger until the Expiration Date (provided that for purposes of as defined in Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIVESTCOM, NewcoNEWCO, the Company or the Surviving Corporation or the Underwriters as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach non fulfillment of any covenant or agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, (iii) any Tax imposed upon or relating to an Acquired Party for any pre-Consummation Date period arising out of or in connection with the transactions effected pursuant to this Agreement, except to the extent that such Tax is an obligation of the COMPANY (not the STOCKHOLDERS) and the COMPANY has accrued a liability for such Tax on its books and records in the ordinary course, (iv) any Tax imposed upon or relating to any Acquired Party for a pre-Consummation Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign laws) as a transferee or successor, by contract or otherwise, except to the extent that such Tax is an obligation of the COMPANY (not the STOCKHOLDERS) and the COMPANY has accrued a liability for such Tax on its books and records in the ordinary course, or (iiiv) any liability under the 1933 Act, the 1934 Act or other Federal federal or state law or regulation, regulation at common law or otherwise, otherwise arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.any

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance except with their percentage ownership interest in the Company) respect to Sections 5.30 through 5.32, which shall be several), will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation DateURSI, the Company COMPANY and the Surviving Corporation at all times, times from and after the date of this Agreement until the Expiration Date (provided that for purposes of as defined in Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, NewcoURSI, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith (other than the representations and warranties provided in Section 5.22, for which Section 11.6 provides special indemnity provisions); (ii) any breach nonfulfillment of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or ; (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, (x) arising out of or based upon any untrue statement of a material fact relating to the Company COMPANY (including the COMPANY's Subsidiaries) or the Stockholders, and STOCKHOLDERS that is provided to TCI URSI or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is STOCKHOLDERS and contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (y) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY (including the COMPANY's Subsidiaries) or the Stockholders STOCKHOLDERS that is required to be stated therein or necessary to make the statements therein not misleading, and not provided to URSI or its counsel by the COMPANY or the STOCKHOLDERS, provided, however, that such indemnity shall not inure to the benefit of TCI, NewcoURSI, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI URSI counsel and to URSI for inclusion in the final prospectus, and such information was not so included included; or (iv) any costs, fees, judgments or amounts paid in settlement or contribution in respect of any claim arising from that certain automobile accident described in the final prospectus was not properly deliveredlast paragraph of Schedule 5.17, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach that the aggregate of any representationsuch costs, warranty or agreement made herein individually fees, judgments and amounts paid is not paid by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11COMPANY's insurer.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject Each Stockholder, jointly and severally, covenants and agrees to Section 11.5, the Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCIUSFloral, Newco, and, subsequent to the Funding and Consummation Date, the Company Newco and the Surviving Corporation at and their respective officers, directors, employees, stockholders, assigns, successors and affiliates (individually, an "Indemnified Party" and collectively, "Indemnified Parties") from, against and in respect of: (a) all timesliabilities, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) belowlosses, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actionspunitive damages, suitscauses of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and costs and expenses (including specifically, but without limitation, limitation reasonable attorneys' fees and expenses disbursements of investigationevery kind, nature and description) (collectively, "Damages") suffered, sustained, incurred or paid by TCIthe Indemnified Parties in connection with, Newco, the Company or the Surviving Corporation as a result of resulting from or arising from out of, directly or indirectly: (i) any breach of the representations and warranties any representation or warranty of the Stockholders or the Company set forth herein in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the schedules or certificates delivered Company in connection herewith, ; or (ii) any breach nonfulfillment of any covenant or agreement on the part of by the Stockholders or or, prior to the Company Effective Time, the Company, under this Agreement, or ; or (iii) any liability under the 1933 Actbusiness, the 1934 Act operations or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties assets of the Company prior to the Closing Date or the Stockholders specifically contained in this Agreement, there are no representations actions or warranties omissions of the Company Company's directors, officers, shareholders, employees or the Stockholders, either express or implied, with respect agents prior to the transactions contemplated by this AgreementClosing Date, other than Damages arising from matters expressly disclosed in the Company or its assetsFinancial Statements, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under Schedules to this Agreement; or (iv) the matters disclosed on Schedules 5.23 (conformity with law; litigation), 5.24 (taxes) and 5.27 (environmental matters); (b) any and all Damages incident to any of the foregoing or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under to the enforcement of this Section 11.10.1; (c) amounts due and payable for anti-dumping duties for periods prior to March 1, 1997 in amounts in excess of the amount, if any, by which the Actual Company Net Worth exceeds $1,370,000; and (d) any and all Damages arising out of and related to the sale of Company Common Stock by Xxxx Xxxxxxxx to Seacross Trading, Inc.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding IES and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, IES or the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and Stockholders which was based upon information provided to TCI IES or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which and is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, IES or the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI IES counsel and to IES for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent solely attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI IES acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI IES further acknowledges and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their agrees that its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco IES hereby waive, from and after the Funding and Consummation Date, waives to the fullest extent permitted under applicable law, any and all other rights, claims and causes of action they it or any indemnified person may have against the Company or any -41- 50 Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11otherwise.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIPC, Newco, and, subsequent to the Funding and Consummation Date, the Company NEWCO and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and reasonable expenses of investigation) incurred by TCIPC, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI PC or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, (iv) any Tax imposed upon or relating to any third party for a pre-Funding and Consummation Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise, or (v) the matters described on Schedule 11.1(v), provided that any proposed amendment to Schedule 11.1(v) made after the signing of this Agreement may only be made with consent of the COMPANY and the STOCKHOLDERS, and provided, howeverfurther, that such indemnity shall not inure to the benefit of TCIPC, Newco, the Company NEWCO or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI PC's counsel and to PC for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance with their percentage ownership interest in the Company) except for those STOCKHOLDERS listed on Schedule 5(A), whose indemnity obligations shall be on a several and not joint basis), will indemnify, defend, protect and hold harmless TCIHOLDING, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationexpenses) incurred by TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) subject to the survival periods set forth in Section 5, any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company 50 COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith as of the date made and as of the date any such representations and warranties are re-confirmed, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY of any agreement under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, either (1) arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided in writing to TCI HOLDING or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (2) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingmisleading and not provided to HOLDING or its counsel by the COMPANY or its STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, (iv) the matters described on Schedule 11.1(iv), (v) any Tax relating to a period ending on or before the Closing Date (or any portion of a period ending after the Closing Date that relates to the portion of such period ending on the Closing Date, using the closing of the books method) that has not been paid on or before the Closing Date, or (vi) any Tax imposed upon or relating to any third party for a pre-Closing Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local of foreign law), as a transferee or successor, by contract or otherwise, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii), such indemnity shall not inure to the benefit of TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI HOLDING's counsel and to HOLDING for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder each STOCKHOLDER shall be liable for any indemnification obligation obligations pursuant to this Section 11.1 to the extent that are attributable to a breach of any representation, warranty or agreement made herein individually in Sections 5.31 through 5.35 by that STOCKHOLDER and not for breach of the representations, warranties or agreements made in Sections 5.31 through 5.35 by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant and agree that they jointly and severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCILandCARE, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCILandCARE, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI LandCARE or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the -39- Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCILandCARE, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI LandCARE for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI LandCARE and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI LandCARE and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI LandCARE and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding CLC and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damagesdamages (including consequential, punitive or exemplary), actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees, consulting fees and expenses of investigationinvestigation and environmental response) incurred by TCI, Newco, CLC and the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, except for the representations and warranties of the Stockholders set forth in Section 5.13 and Schedule 5.13, if any, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company or the Stockholders, Stockholders which was based upon and in conformity with information provided in writing to TCI CLC or its counsel by the Company or the Stockholders (but expressly for use in the case of the Stockholders, only if such statement was provided in writing) which Registration Statement or any prospectus forming a part thereof and is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleadingmisleading to the extent such omission or alleged omission is based upon the failure of the Company or the Stockholders to provide to CLC the information containing that fact in any Schedule hereto or otherwise to provide the information to CLC in writing, provided, however, that but such indemnity shall not inure to the benefit of TCI, Newco, CLC or the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI CLC counsel and to CLC for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent solely attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant (a) Each Stockholder covenants and agree agrees that they severally (in accordance with their percentage ownership interest in the Company) such Stockholder will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation AmPaM at all times, from and after the date of this Agreement until the applicable Expiration Date (as defined in the introductory paragraph to Section 5(A)), provided that for purposes of Section 11.1(iiiclause (iii) below, the applicable Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation AmPaM as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules attached hereto or certificates delivered in connection herewithpursuant to this Agreement, (ii) any breach of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and which was based upon information provided to TCI AmPaM or its counsel in writing by the Company or the Stockholders (but specifically for inclusion in the case of the Stockholders, only if such statement was provided in writing) which Private Placement Memorandum and is contained in the Registration Statement or any prospectus forming a part thereofPrivate Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any 40 49 indemnification obligation pursuant to this Section 11.1 in excess of such Stockholder's pro rata share thereof determined by reference to the extent attributable aggregate value of the Base Cash Amount (as defined in Annex I of this Agreement), the principal amount of AmPaM Notes and the shares of AmPaM Stock (valued at a price of $13.00 per share) received by such Stockholder pursuant to Section I.A. of Annex I hereto (without giving effect to the adjustments provided in Sections I.B. and I.C. thereof) (giving effect to the value of such AmPaM Stock and without giving effect to such adjustments, collectively, the "Aggregate Consideration") such Stockholder would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated in relation to the total Aggregate Consideration all Stockholders would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated. (b) Each Stockholder covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless AmPaM at all times, from and after the date of this Agreement, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by AmPaM as a result of or arising from (i) any breach of the representations and warranties of such Stockholder set forth in Section 5(B) hereof, (ii) any breach of any representation, warranty covenant or agreement on the part of such Stockholder under this Agreement, (iii) the guarantees of the Company listed on Schedule 5.10 or (iv) any liability under the 1933 Act or any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to such Stockholder which was based upon information provided to AmPaM or its counsel in writing by such Stockholder specifically for inclusion in the Private Placement Memorandum and is contained in the Private Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to such Stockholder required to be stated therein or necessary to make the statements therein in light of the circumstances in which such statements were made herein individually by any other Stockholder. TCI not misleading. (c) AmPaM acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant ------------------------------------------- and agree that they they, jointly and severally (in accordance except with their percentage ownership interest in the Company) respect to Sections 5.28 through 5.30, which shall be several), will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company HDS and the Surviving Corporation COMPANY, at all times, times from and after the date of this Agreement until the Expiration Date (provided that for purposes of as defined in Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, HDS and the Company or the Surviving Corporation COMPANY as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith (other than the representations and warranties provided in Section 5.22, for which Section 11.6 provides special indemnity provisions); (ii) any breach nonfulfillment of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or ; (iii) any liability not disclosed to HDS whether known, unknown, contingent or otherwise at the time of Closing, arising out of any acts, events, omissions or transactions occurring prior to the date of Closing; and (iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, (x) arising out of or based upon any untrue statement of a material fact relating to the Company COMPANY or the Stockholders, and STOCKHOLDERS that is provided to TCI HDS or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is STOCKHOLDERS and contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (y) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS that is required to be stated therein or necessary to make the statements therein not misleading, and not provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS; provided, -------- however, that such indemnity shall not inure to the benefit of TCI, NewcoHDS, the Company COMPANY ------- or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI HDS counsel and to HDS for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11included.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant (a) Each Stockholder covenants and agree agrees that they severally (in accordance with their percentage ownership interest in the Company) such Stockholder will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation AmPaM at all times, from and after the date of this Agreement until the applicable Expiration Date (as defined in the introductory paragraph to Section 5(A)), provided that for purposes of Section 11.1(iiiclause (iii) below, the applicable Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation AmPaM as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules attached hereto or certificates delivered in connection herewithpursuant to this Agreement, (ii) any breach of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and which was based upon information provided to TCI AmPaM or its counsel in writing by the Company or the Stockholders (but specifically for inclusion in the case of the Stockholders, only if such statement was provided in writing) which Private Placement Memorandum and is contained in the Registration Statement or any prospectus forming a part thereofPrivate Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any 40 49 indemnification obligation pursuant to this Section 11.1 in excess of such Stockholder's pro rata share thereof determined by reference to the extent attributable aggregate value of the Base Cash Amount (as defined in Annex I of this Agreement), the principal amount of AmPaM Notes and the shares of AmPaM Stock (valued at a price of $13.00 per share) received by such Stockholder pursuant to Section I.A. of Annex I hereto (without giving effect to the adjustments provided in Sections I.B. and I.C. thereof) (giving effect to the value of such AmPaM Stock and without giving effect to such adjustments, collectively, the "Aggregate Consideration") such Stockholder would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated in relation to the total Aggregate Consideration all Stockholders would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated. (b) Each Stockholder covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless AmPaM at all times, from and after the date of this Agreement, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by AmPaM as a result of or arising from (i) any breach of the representations and warranties of such Stockholder set forth in Section 5(B) hereof, (ii) any breach of any representation, warranty covenant or agreement on the part of such Stockholder under this Agreement, or (iii) any liability under the 1933 Act or any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to such Stockholder which was based upon information provided to AmPaM or its counsel in writing by such Stockholder specifically for inclusion in the Private Placement Memorandum and is contained in the Private Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to such Stockholder required to be stated therein or necessary to make the statements therein in light of the circumstances in which such statements were made herein individually by any other Stockholder. TCI not misleading. (c) AmPaM acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance with their percentage ownership interest in the Company) except for those STOCKHOLDERS listed on Schedule 5(A), whose indemnity obligations shall be on a several and not joint basis), will indemnify, defend, protect and hold harmless TCIHOLDING, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationexpenses) incurred by TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) subject to the survival periods set forth in Section 5, any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith as of the date made and as of the date any such representations and warranties are re-confirmed, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY of any agreement under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, either (1) arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided in writing to TCI HOLDING or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (2) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingmisleading and not provided to HOLDING or its counsel by the COMPANY or its STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, (iv) the matters described on Schedule 11.1(iv), (v) any Tax (in excess of all amounts accrued therefor on the Balance Sheet included in the Company Financial Statements) relating to a period ending on or before the Closing Date (or any portion of a period ending after the Closing Date that relates to the portion of such period ending on the Closing Date, using the closing of the books method) that has not been paid on or before the Closing Date, or (vi) any Tax imposed upon or relating to any third party for a pre-Closing Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local of foreign law), as a transferee or successor, by contract or otherwise, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii), such indemnity shall not inure to the benefit of TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI HOLDING's counsel and to HOLDING for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder each STOCKHOLDER shall be liable for any indemnification obligation obligations pursuant to this Section 11.1 to the extent that are attributable to a breach of any representation, warranty or agreement made herein individually in Sections 5.31 through 5.35 by that STOCKHOLDER and not for breach of the representations, warranties or agreements made in Sections 5.31 through 5.35 by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant (a) Each Stockholder covenants and agree agrees that they severally (in accordance with their percentage ownership interest in the Company) such Stockholder will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation AmPaM at all times, from and after the date of this Agreement until the applicable Expiration Date (as defined in the introductory paragraph to Section 5(A)), provided that for purposes of Section 11.1(iiiclause (iii) below, the applicable Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation AmPaM as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules attached hereto or certificates delivered in connection herewithpursuant to this Agreement, (ii) any breach of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and which was based upon information provided to TCI AmPaM or its counsel in writing by the Company or the Stockholders (but specifically for inclusion in the case of the Stockholders, only if such statement was provided in writing) which Private Placement Memorandum and is contained in the Registration Statement or any prospectus forming a part thereofPrivate Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 in excess of such Stockholder's pro rata share thereof determined by reference to the extent attributable aggregate value of the Base Cash Amount (as defined in Annex I of this Agreement), the principal amount of AmPaM Notes, the shares of AmPaM Series A Preferred Stock (valued at a stated value of $13.00 per share) and the shares of AmPaM Stock (valued at a price of $13.00 per share) received by such Stockholder pursuant to Section I.A. of Annex I hereto (without giving effect to the adjustments provided in Sections I.B. and I.C. thereof) (giving effect to the value of such AmPaM Stock and such AmPaM Series A Preferred Stock and without giving effect to such adjustments, collectively, the "Aggregate Consideration") such Stockholder would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated in relation to the total Aggregate Consideration all Stockholders would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated. (b) Each Stockholder covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless AmPaM at all times, from and after the date of this Agreement, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by AmPaM as a result of or arising from (i) any breach of the representations and warranties of such Stockholder set forth in Section 5(B) hereof, (ii) any breach of any representation, warranty covenant or agreement on the part of such Stockholder under this Agreement, or (iii) any liability under the 1933 Act or any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to such Stockholder which was based upon information provided to AmPaM or 50 its counsel in writing by such Stockholder specifically for inclusion in the Private Placement Memorandum and is contained in the Private Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to such Stockholder required to be stated therein or necessary to make the statements therein in light of the circumstances in which such statements were made herein individually by any other Stockholder. TCI not misleading. (c) AmPaM acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they they, severally (in accordance with based on their percentage relative ownership interest in of the Company) Company Stock on the date hereof), will indemnify, defend, protect and hold harmless TCIHome, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIHome, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the -42- part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI Home or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCIHome, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI Home counsel and to Home for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI Home and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI Home and Newco further acknowledge and agree that, should the Funding and Consummation Date Closing occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI Home and Newco hereby waive, from and after the Funding and Consummation DateClosing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against the Company or any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11otherwise.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCICTS, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and reasonable expenses of investigation) incurred by TCICTS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI CTS or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission by the COMPANY and/or the STOCKHOLDERS to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, (iv) the matters described on Schedule 11.1(iv) or (v) any Tax imposed upon or relating to any third party or Acquired Party for a pre-Closing Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local of foreign law), as a transferee or successor, by contract or otherwise; provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of TCICTS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI CTS counsel and to CTS for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCICTS, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and reasonable expenses of investigation) incurred by TCICTS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI CTS or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission by the COMPANY and/or the STOCKHOLDERS to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, (iv) the matters described on Schedule 11.1(iv) or (v) any Tax imposed upon or relating to any third party or Acquired Party for a pre-Closing Date period, including, in each case, any such Tax arising out of or in connection with the transactions effected pursuant to this Agreement or any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local or foreign law), as a transferee or successor, by contract or otherwise, provided, ; however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of TCICTS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI CTS counsel and to CTS for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company; it being agreed that the interests of Messrs. Ketchum and Work include xxx xxterests they would acquire upon exercise of the Warrants to be granted to them in connection with the consummation of the transactions contemplated hereby, and also includes the interests of the Stockholders held in the ESOP (as defined below)) will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI further acknowledges and Newco further acknowledge and agree agrees that, should the Funding and Consummation Date occur, their its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waivewaives, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they it or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant and agree that they jointly and severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCI, NewcoLandCARE, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, NewcoLandCARE, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI LandCARE or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, NewcoLandCARE, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI LandCARE for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI LandCARE acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI LandCARE further acknowledges and Newco further acknowledge and agree agrees that, should the Funding and Consummation Date occur, their its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco LandCARE hereby waivewaives, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCICTS, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and reasonable expenses of investigation) incurred by TCICTS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI CTS or its counsel by the Company 50 COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission by the COMPANY and/or the STOCKHOLDERS to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, (iv) the matters described on Schedule 11.1(iv) or (v) any Tax imposed upon or relating to any third party or Acquired Party for a pre-Closing Date period, including, in each case, any such Tax arising out of or in connection with the transactions effected pursuant to this Agreement or any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local or foreign law), as a transferee or successor, by contract or otherwise; provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of TCICTS, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI CTS counsel and to CTS for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS ------------------------------------------- covenant and agree that they they, jointly and severally (in accordance except with their percentage ownership interest in the Company) respect to Sections 5.28-5.29, which shall be several), will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company HDS and the Surviving Corporation COMPANY, at all times, times from and after the date of this Agreement until the Expiration Date (provided that for purposes of as defined in Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, HDS and the Company or the Surviving Corporation COMPANY as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith (other than the representations and warranties provided in Section 5.22, for which Section 11.6 provides special indemnity provisions); (ii) any breach nonfulfillment of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or ; (iii) (intentionally omitted); and (iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, (x) arising out of or based upon any untrue statement of a material fact relating to the Company COMPANY or the Stockholders, and STOCKHOLDERS that is provided to TCI HDS or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is STOCKHOLDERS specifically for inclusion and contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (y) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS that is required to be stated therein or necessary to make the statements therein not misleading, and not provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS; provided, -------- however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company HDS or the Surviving Corporation ------- COMPANY to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI HDS counsel and to HDS for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11included.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCIVPI, Newco, and, subsequent to the Funding and Consummation Date, the Company NEWCO and the Surviving Corporation COMPANY at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIVPI, Newco, the Company NEWCO or the Surviving Corporation COMPANY as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI VPI or its counsel by the Company COMPANY or the Stockholders (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, or (iv) the matters described on Schedule 11.1(iv) (relating to specifically identified matters such as ongoing claims and/or litigation), which Schedule shall be prepared by VPI, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of TCIVPI, Newco, the Company NEWCO or the Surviving Corporation COMPANY to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI VPI counsel and to VPI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, The Stockholders (other than the Stockholders set forth on SCHEDULE 5 who shall not be required to indemnify any party hereunder), jointly and severally, covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) will to indemnify, defend, protect and hold harmless TCICCC, Newco, and, subsequent to the Funding and Consummation Date, the Company Newco and the Surviving Corporation at all timesand their respective officers, from directors, employees, stockholders, assigns, successors and after the date of this Agreement until the Expiration Date affiliates (provided that for purposes of Section 11.1(iii) belowindividually, a "CCC Indemnified Party" and --------------------- collectively, the Expiration Date shall be the date on which the applicable statute of limitations expires)"CCC Indemnified Parties") from, from against and against in respect of: ----------------------- (a) all liabilities, losses, claims, damages, actionspunitive damages, suitscauses of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages), costs and expenses (including specifically, but without limitation, limitation reasonable attorneys' fees and expenses disbursements of investigationevery kind, nature and description) (collectively, "Damages") suffered, ------- sustained, incurred or paid by TCIthe CCC Indemnified Parties in connection with, Newco, the Company or the Surviving Corporation as a result of resulting from or arising from out of, directly or indirectly: (i) any breach of the representations and warranties any representation or warranty of the Stockholders or the Company set forth herein in this Agreement or any Schedule or certificate, delivered by or on behalf of any Stockholder or the schedules or certificates delivered Company in connection herewith, ; or (ii) any breach nonfulfillment of any covenant or agreement on the part of by the Stockholders or or, prior to the Company Effective Time, the Company, under this Agreement, or ; or (iii) the assertion against any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out CCC Indemnified Party of or based upon any untrue statement of a material fact Damages relating to the Company business, operations or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties assets of the Company prior to the Closing Date or the Stockholders specifically contained in this Agreementactions or omissions of the directors, there are no representations officers, shareholders, employees or warranties agents of the Company or the Stockholders, either express or implied, with respect prior to the transactions contemplated by this AgreementClosing Date, other than Damages arising from matters expressly disclosed in the Company or its assetsFinancial Statements, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under Schedules to this Agreement; or (iv) the matters disclosed on SCHEDULES 5.23 (conformity with law; litigation), 5.24 (taxes), and 5.27 (environmental matters), and any receivables from related persons that are listed on SCHEDULE 8.13 and are not repaid pursuant to their terms; and (b) any and all Damages incident to any of the foregoing or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under to the enforcement of this Section 1110.1.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant (a) Each Stockholder covenants and agree agrees that they severally (in accordance with their percentage ownership interest in the Company) such Stockholder will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation AmPaM at all times, from and after the date of this Agreement until the applicable Expiration Date (as defined in the introductory paragraph to Section 5(A)), provided that for purposes of Section 11.1(iiiclause (iii) below, the applicable Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation AmPaM as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules attached hereto or certificates delivered in connection herewithpursuant to this Agreement, (ii) any breach of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and which was based upon information provided to TCI AmPaM or its counsel in writing by the Company or the Stockholders (but specifically for inclusion in the case of the Stockholders, only if such statement was provided in writing) which Private Placement Memorandum and is contained in the Registration Statement or any prospectus forming a part thereofPrivate Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any 40 49 indemnification obligation pursuant to this Section 11.1 in excess of such Stockholder's pro rata share thereof determined by reference to the extent attributable aggregate value of the Base Cash Amount (as defined in Annex I of this Agreement), the principal amount of AmPaM Notes and the shares of AmPaM Stock (valued at a price of $13.00 per share) received by such Stockholder pursuant to Section I.A. of Annex I hereto (without giving effect to the adjustments provided in Sections I.B. and I.C. thereof) (giving effect to the value of such AmPaM Stock and without giving effect to such adjustments, collectively, the "Aggregate Consideration") such Stockholder would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated in relation to the total Aggregate Consideration all Stockholders would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated. (b) Each Stockholder covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless AmPaM at all times, from and after the date of this Agreement, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by AmPaM as a result of or arising from (i) any breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of such Stockholder set forth in Section 5(B) hereof, (ii) any breach of any covenant or agreement on the Company or the Stockholders specifically contained in part of such Stockholder under this Agreement, there are no representations or warranties of (iii) any liability under the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they 1933 Act or any indemnified person may have against any Stockholder relating to this Agreement Federal or the transactions state securities law or regulation, at common law or otherwise, arising under out of or based upon any federaluntrue statement or alleged untrue statement of a material fact relating solely to such Stockholder which was based upon information provided to AmPaM or its counsel in writing by such Stockholder specifically for inclusion in the Private Placement Memorandum and is contained in the Private Placement Memorandum, stateor any amendment thereof or supplement thereto, local or foreign statute, law, rule, regulation arising out of or otherwise except their rights under this Section 11based upon any omission or alleged omission to state therein a material fact relating solely to such Stockholder required to be stated therein or necessary to make the statements therein in light of the circumstances in which such statements were made not misleading.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance with their percentage ownership interest in the Company) except for those STOCKHOLDERS listed on Schedule 5(A), whose indemnity obligations shall be on a several and not joint basis), will indemnify, defend, protect and hold harmless TCIHOLDING, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigationexpenses) incurred by TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) subject to the survival periods set forth in Section 5, any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith as of the date made and as of the date any such representations and warranties are re-confirmed, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY of any agreement under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, either (1) arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided in writing to TCI HOLDING or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (2) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingmisleading and not provided to HOLDING or its counsel by the COMPANY or its STOCKHOLDERS for inclusion in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, (iv) the matters described on Schedule 11.1(iv), (v) any Tax (in excess of all amounts accrued therefor on the Balance Sheet included in the COMPANY Financial Statements) relating to a period ending on or before the Closing Date (or any portion of a period ending after the Closing Date that relates to the portion of such period ending on the Closing Date, using the closing of the books method) that has not been paid on or before the Closing Date, or (vi) any Tax imposed upon or relating to any third party for a pre- Closing Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provisions of state, local of foreign law), as a transferee or successor, by contract or otherwise, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii), such indemnity shall not inure to the benefit of TCIHOLDING, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI HOLDING's counsel and to HOLDING for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder each STOCKHOLDER shall be liable for any indemnification obligation obligations pursuant to this Section 11.1 to the extent that are attributable to a breach of any representation, warranty or agreement made herein individually in Sections 5.31 through 5.35 by that STOCKHOLDER and not for breach of the representations, warranties or agreements made in Sections 5.31 through 5.35 by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance except with their percentage ownership interest in the Companyrespect to Sections 5.36 and 5.37 which shall be several) will indemnify, defend, protect and hold harmless TCIVESTCOM, NewcoNEWCO, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation and, solely with respect to clause (v) of this Section 11.1, the Underwriters, at all times, times from and after the date Effective Time of this Agreement the Merger until the Expiration Date (provided that for purposes of as defined in Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIVESTCOM, NewcoNEWCO, the Company or the Surviving Corporation or the Underwriters as a result of or arising -66- 74 from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach non fulfillment of any covenant or agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, (iii) any Tax imposed upon or relating to an Acquired Party for any pre-Consummation Date period arising out of or in connection with the transactions effected pursuant to this Agreement, (iv) any Tax imposed upon or relating to any Acquired Party for a pre-Consummation Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign laws) as a transferee or successor, by contract or otherwise, except to the extent that such Tax is an obligation of the COMPANY (not the STOCKHOLDERS) and the COMPANY has accrued a liability for such Tax on its books and records in the ordinary course, or (iiiv) any liability under the 1933 Act, the 1934 Act or other Federal federal or state law or regulation, regulation at common law or otherwise, otherwise arising out of or based upon any untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI VESTCOM or its counsel or the Underwriters or their counsel by the Company COMPANY or the Stockholders (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingmisleading and not provided to VESTCOM or its counsel or the Underwriters or their counsel by the COMPANY or the STOCKHOLDERS, provided, however, that such indemnity shall not inure to the benefit of TCIVESTCOM, NewcoNEWCO, the Company or the Surviving Corporation or the Underwriters to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI VESTCOM'S counsel and to VESTCOM or to the Underwriters and their counsel for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholderincluded. TCI and Newco acknowledge and All parties hereto expressly agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to clause (v) of this Section 11.1, -67- 75 the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, Underwriters shall be pursuant deemed a third party beneficiary. The STOCKHOLDERS agree to execute any documents reasonably requested by the Underwriters to confirm the indemnification obligations to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11Underwriters.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant and agree that they jointly and severally (in accordance with their percentage ownership interest in the Company) will indemnify, defend, protect and hold harmless TCILandCARE, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall -39- be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCILandCARE, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI LandCARE or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCILandCARE, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI LandCARE for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI LandCARE and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI LandCARE and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI LandCARE and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders covenant (a) Each Stockholder covenants and agree agrees that they severally (in accordance with their percentage ownership interest in the Company) such Stockholder will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation AmPaM at all times, from and after the date of this Agreement until the applicable Expiration Date (as defined in the introductory paragraph to Section 5(A)), provided that for purposes of Section 11.1(iiiclause (iii) below, the applicable Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation AmPaM as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules attached hereto or certificates delivered in connection herewithpursuant to this Agreement, (ii) any breach of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and which was based upon information provided to TCI AmPaM or its counsel in writing by the Company or the Stockholders (but specifically for inclusion in the case of the Stockholders, only if such statement was provided in writing) which Private Placement Memorandum and is contained in the Registration Statement or any prospectus forming a part thereofPrivate Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 in excess of such Stockholder's pro rata share thereof determined by reference to the extent attributable aggregate value of the Base Cash Amount (as defined in Annex I of this Agreement), the principal amount of AmPaM Notes and the shares of AmPaM Stock (valued at a price of $13.00 per share) received by such Stockholder pursuant to Section I.A. of Annex I hereto (without giving effect to the adjustments provided in Sections I.B. and I.C. thereof) (giving effect to the value of such AmPaM Stock and without giving effect to such adjustments, collectively, the "Aggregate Consideration") such Stockholder would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated in relation to the total Aggregate Consideration all Stockholders would receive pursuant to Section I of Annex I of this Agreement if the transactions contemplated hereby were consummated. (b) Each Stockholder covenants and agrees that such Stockholder will indemnify, defend, protect and hold harmless AmPaM at all times, from and after the date of this Agreement, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by AmPaM as a result of or arising from (i) any breach of the representations and warranties of such Stockholder set forth in Section 5(B) hereof, (ii) any breach of any representation, warranty covenant or agreement on the part of such Stockholder under this Agreement, or (iii) any liability under the 1933 Act or any Federal or state securities law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to such Stockholder which was based upon information provided to AmPaM or its counsel in writing by such Stockholder specifically for inclusion in the Private Placement Memorandum and is contained in the Private Placement Memorandum, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to such Stockholder required to be stated therein or necessary to make the statements therein in light of the circumstances in which such statements were made herein individually by any other Stockholder. TCI not misleading. (c) AmPaM acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with 41 respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS ------------------------------------------- covenant and agree that they they, jointly and severally (in accordance except with their percentage ownership interest in the Company) respect to Sections 5.28 through 5.30, which shall be several), will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company HDS and the Surviving Corporation COMPANY, at all times, times from and after the date of this Agreement until the Expiration Date (provided that for purposes of as defined in Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIHDS, Newco, HDSU and the Company or the Surviving Corporation COMPANY as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewithherewith (other than the representations and warranties provided in Section 5.22, for which Section 11.6 provides special indemnity provisions); (ii) any breach nonfulfillment of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or ; (iii) any liability not disclosed to HDS whether known, unknown, contingent or otherwise at the time of Closing, arising out of any acts, events, omissions or transactions occurring prior to the date of Closing; and (iv) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, (x) arising out of or based upon any untrue statement of a material fact relating to the Company COMPANY or the Stockholders, and STOCKHOLDERS that is provided to TCI HDS or its counsel by the Company COMPANY or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is STOCKHOLDERS and contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (y) arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS that is required to be stated therein or necessary to make the statements therein not misleading, and not provided to HDS or its counsel by the COMPANY or the STOCKHOLDERS; provided, -------- however, that such indemnity shall not inure to the benefit of TCIHDS, NewcoHDSU, the Company ------- COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI HDS counsel and to HDS for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11included.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the The Stockholders covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding IES and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, IES or the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company or the Stockholders, and Stockholders which was based upon information provided to TCI IES or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which and is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, IES or the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI IES counsel and to IES for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent solely attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI IES acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI IES further acknowledges and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their agrees that its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco IES hereby waive, from and after the Funding and Consummation Date, waives to the fullest extent permitted under applicable law, any and all other rights, claims and causes of action they it or any indemnified person may have against the Company or any -42- 51 Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11otherwise.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders (other than the ESOP) covenant and agree that they severally (in accordance with their percentage ownership interest in the Company; it being agreed that the interest of Mr. Ketchum in the Company is equal to 25.0%, and the interest of Mr. Xxxx xx xxe Company is equal to 25.9%) will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires), from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders or the Company set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders or the Company under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to the Company or the Stockholders, and provided to TCI or its counsel by the Company or the Stockholders (but in the case of the Stockholders, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company or the Stockholders required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders provided, in writing, corrected information to TCI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI acknowledges and Newco acknowledge and agree agrees that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI further acknowledges and Newco further acknowledge and agree agrees that, should the Funding and Consummation Date occur, their its sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. Each of TCI and Newco the Surviving Corporation hereby waivewaives, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they it or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise otherwise, including, for any act or omission occuring prior to the Funding and Consummation Date, except their rights under this Section 11.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company VPI and the Surviving Corporation COMPANY at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all losses, claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, VPI and the Company or the Surviving Corporation COMPANY as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating solely to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI VPI or its counsel by the Company COMPANY or the Stockholders (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating solely to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, or (iv) the matters described on Schedule 11.1(iv) (relating to specifically identified matters such as ongoing claims and/or litigation), which Schedule shall be prepared by VPI, provided, however, (A) that in the case of any indemnity arising pursuant to clause (iii) such indemnity shall not inure to the benefit of TCI, Newco, the Company VPI or the Surviving Corporation COMPANY to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI VPI counsel and to VPI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, (B) that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCI, Newco, and, subsequent to the Funding and Consummation Date, the Company CSI and the Surviving Corporation COMPANY at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCI, Newco, the Company CSI or the Surviving Corporation COMPANY as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI CSI or its counsel by the Company COMPANY or the Stockholders STOCKHOLDERS (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, provided, however, that such indemnity shall not inure to the benefit of TCI, Newco, the Company CSI or the Surviving Corporation COMPANY to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI CSI counsel and to CSI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance except with their percentage ownership interest in the Companyrespect to Sections 5.36 and 5.37 which shall be several) will indemnify, defend, protect and hold harmless TCIVESTCOM, NewcoNEWCO, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation and, solely with respect to clause (v) of this Section 11.1, the -67- 75 Underwriters, at all times, times from and after the date Effective Time of this Agreement the Merger until the Expiration Date (provided that for purposes of as defined in Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIVESTCOM, NewcoNEWCO, the Company or the Surviving Corporation or the Underwriters as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach non fulfillment of any covenant or agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, (iii) any Tax imposed upon or relating to an Acquired Party for any pre-Consummation Date period arising out of or in connection with the transactions effected pursuant to this Agreement, except to the extent that such Tax is an obligation of the COMPANY (not the STOCKHOLDERS) and the COMPANY has accrued a liability for such Tax on its books and records in the ordinary course, (iv) any Tax imposed upon or relating to any Acquired Party for a pre-Consummation Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign laws) as a transferee or successor, by contract or otherwise, except to the extent that such Tax is an obligation of the COMPANY (not the STOCKHOLDERS) and the COMPANY has accrued a liability for such Tax on its books and records in the ordinary course, or (iiiv) any liability under the 1933 Act, the 1934 Act or other Federal federal or state law or regulation, regulation at common law or otherwise, otherwise arising out of or based upon any untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI VESTCOM or its counsel or -68- 76 the Underwriters or their counsel by the Company COMPANY or the Stockholders (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingmisleading and not provided to VESTCOM or its counsel or the Underwriters or their counsel by the COMPANY or the STOCKHOLDERS, provided, however, that such indemnity shall not inure to the benefit of TCIVESTCOM, NewcoNEWCO, the Company or the Surviving Corporation or the Underwriters to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI VESTCOM'S counsel and to VESTCOM or to the Underwriters and their counsel for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholderincluded. TCI and Newco acknowledge and All parties hereto expressly agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by clause (v) of this AgreementSection 11.1, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, Underwriters shall be pursuant deemed a third party beneficiary. The STOCKHOLDERS agree to execute any documents reasonably requested by the Underwriters to confirm the indemnification obligations to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11Underwriters.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they they, jointly and severally (in accordance except with their percentage ownership interest in the Companyrespect to Sections 5.36 and 5.37 which shall be several) will indemnify, defend, protect and hold harmless TCIVESTCOM, NewcoNEWCO, and, subsequent to the Funding and Consummation Date, the Company and the Surviving Corporation and, solely with respect to clause (v) of this Section 11.1, the -67- 75 Underwriters, at all times, times from and after the date Effective Time of this Agreement the Merger until the Expiration Date (provided that for purposes of as defined in Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)5 above, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCIVESTCOM, NewcoNEWCO, the Company or the Surviving Corporation or the Underwriters as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules Schedules or certificates delivered in connection herewith, (ii) any breach non fulfillment of any covenant or agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, (iii) any Tax imposed upon or relating to an Acquired Party for any pre-Consummation Date period arising out of or in connection with the transactions effected pursuant to this Agreement, except to the extent that such Tax is an obligation of the COMPANY (not the STOCKHOLDERS) and the COMPANY has accrued a liability for such Tax on its books and records in the ordinary course, (iv) any Tax imposed upon or relating to any Acquired Party for a pre-Consummation Date period, including, in each case, any such Tax for which an Acquired Party may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign laws) as a transferee or successor, by contract or otherwise, except to the extent that such Tax is an obligation of the COMPANY (not the STOCKHOLDERS) and the COMPANY has accrued a liability for such Tax on its books and records in the ordinary course, or (iiiv) any liability under the 1933 Act, the 1934 Act or other Federal federal or state law or regulation, regulation at common law or otherwise, otherwise arising out of or based upon any untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI VESTCOM or its counsel or the Underwriters or their counsel by the Company COMPANY or the Stockholders (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in any preliminary prospectus relating to the IPO, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleadingmisleading and not provided to VESTCOM or its counsel or -68- 76 the Underwriters or their counsel by the COMPANY or the STOCKHOLDERS, provided, however, that such indemnity shall not inure to the benefit of TCIVESTCOM, NewcoNEWCO, the Company or the Surviving Corporation or the Underwriters to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI VESTCOM'S counsel and to VESTCOM or to the Underwriters and their counsel for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholderincluded. TCI and Newco acknowledge and All parties hereto expressly agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by clause (v) of this AgreementSection 11.1, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, Underwriters shall be pursuant deemed a third party beneficiary. The STOCKHOLDERS agree to execute any documents reasonably requested by the Underwriters to confirm the indemnification obligations to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11Underwriters.

GENERAL INDEMNIFICATION BY THE STOCKHOLDERS. Subject to Section 11.5, the Stockholders The STOCKHOLDERS covenant and agree that they severally (in accordance with their percentage ownership interest in the Company) they, jointly and severally, will indemnify, defend, protect and hold harmless TCICSI, Newco, and, subsequent to the Funding and Consummation DateNEWCO, the Company COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the Expiration Date (provided that for purposes of Section 11.1(iii) below, the Expiration Date shall be the date on which the applicable statute of limitations expires)Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by TCICSI, NewcoNEWCO, the Company COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the Stockholders STOCKHOLDERS or the Company COMPANY set forth herein or on the schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the Stockholders STOCKHOLDERS or the Company COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the Company COMPANY or the StockholdersSTOCKHOLDERS, and provided to TCI CSI or its counsel by the Company COMPANY or the Stockholders STOCKHOLDERS (but in the case of the StockholdersSTOCKHOLDERS, only if such statement was provided in writing) which is contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the Company COMPANY or the Stockholders STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading, ; provided, however, that such indemnity shall not inure to the benefit of TCICSI, NewcoNEWCO, the Company COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the Company or the Stockholders STOCKHOLDERS provided, in writing, corrected information to TCI CSI counsel and to CSI for inclusion in the final prospectus, and such information was not so included or the final prospectus was not properly delivered, and provided further, that no Stockholder STOCKHOLDER shall be liable for any indemnification obligation pursuant to this Section 11.1 to the extent attributable to a breach of any representation, warranty or agreement made herein individually by any other Stockholder. TCI and Newco acknowledge and agree that other than the representations and warranties of the Company or the Stockholders specifically contained in this Agreement, there are no representations or warranties of the Company or the Stockholders, either express or implied, with respect to the transactions contemplated by this Agreement, the Company or its assets, liabilities and business. TCI and Newco further acknowledge and agree that, should the Funding and Consummation Date occur, their sole and exclusive remedy with respect to any and all claims relating to this Agreement and the transactions contemplated in this Agreement, shall be pursuant to the indemnification provisions set forth in this Section 11. TCI and Newco hereby waive, from and after the Funding and Consummation Date, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action they or any indemnified person may have against any Stockholder relating to this Agreement or the transactions arising under or based upon any federal, state, local or foreign statute, law, rule, regulation or otherwise except their rights under this Section 11STOCKHOLDER.