Common use of INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Clause in Contracts

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Seller Group") for, and shall pay to Seller Group the amount of any Damages arising from: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or (d) any loss, liability, claim, damage or suit which any of Buyer's employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownership, or operation of the Assets from and after the Effective Time, excluding any Damages arising from any Retained Liabilities; and

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, will indemnify and hold harmless Seller Parent, GPX and its Sellers and their respective Representatives, stockholders, controlling persons, persons and Affiliates other Related Persons (collectively, the "Seller GroupIndemnified Persons") for, and shall will pay to Seller Group -------------------------- Indemnified Persons the amount of any Damages sustained or incurred by any Seller Indemnified Person to the extent relating to, resulting from or arising fromout of, or any allegation by any third party of: (a) any Breach breach of any representation or warranty made by Buyer in this Agreement (determined without regard to any materiality or knowledge qualification contained in any certificate delivered by Buyer pursuant or otherwise applicable to this Agreementsuch representation or warranty); (b) any Breach breach by Buyer of any covenant or obligation of Buyer in this Agreement; (c) the Assumed Liabilities; or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or (d) transactions contemplated herein. Except in cases of fraud, Parent, GPX and Sellers acknowledge that their sole and exclusive remedy after the Closing with respect to any lossand all claims and Damages relating to this Agreement and any transactions contemplated herein shall be pursuant to the Purchase Price adjustment procedure in Article II and ---------- the indemnification provisions set forth in this Article, liability, claim, damage or suit which any of Buyer's employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury to person, including death or to property, arising and in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownership, or operation furtherance of the Assets foregoing, Parent, GPX and Sellers hereby waive, from and after the Effective TimeClosing, excluding any Damages and all rights, claims and causes of action any of them may have against Buyer or any of its affiliates, directors, officers or employees arising from under or based upon any Retained LiabilitiesLegal Requirement or arising under or based upon common law or otherwise (except in cases of fraud or pursuant to the Purchase Price adjustment procedure in Article II or the indemnification provisions set forth in this ---------- Article); andprovided, however, that Parent, GPX and Sellers shall be entitled, if applicable, to specific performance, injunctive relief and other equitable remedies; and provided, further, that notwithstanding the time limitations set forth in Sections 11.5 and 12.1, nothing in this Agreement shall be construed to ------------- ---- serve as a release or waiver of any rights, claims, or remedies which any Person may have or acquire at law or in equity, including without limitation, pursuant to Environmental Laws or common law, with respect to (i) any Environmental Claim asserted against any Seller or for which any Seller otherwise becomes liable or (ii) any actual or Threatened violation of or non-compliance with, or Remediation obligation arising under, any Environmental Laws, all of which rights, claims, and remedies are expressly preserved and retained.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, will indemnify and hold harmless Seller, the direct and indirect owners of Seller, the direct and indirect Subsidiaries of Seller and its Representatives, stockholders, controlling persons, and Affiliates each of the respective Representatives of each of the foregoing (collectively, the "Seller GroupSELLER INDEMNIFIED PERSONS") for, and shall will pay to the Seller Group Indemnified Persons the amount of any Damages arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement;, (b) any Breach by Buyer of any covenant or obligation of Buyer set forth in this Agreement;Agreement (other than those in Sections 5.4(a), (c), (d) or (e)), (c) any claim act or omission by the Company after the Closing Date, including any Person for brokerage failure of the Company to pay or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with otherwise discharge any of its liabilities existing immediately prior to the Contemplated Transactions; orClosing, (d) any loss(i) retrospective premium adjustments on workers compensation policies which covered the Company or its business prior to the Closing relating to any claim made under any such policy for an act, liability, claim, damage omission or suit which any occurrence that occurred prior to the Closing (except to the extent that Seller had Knowledge of Buyer's employees such claim prior to the Closing and did not disclose such claim in this Agreement or agents or their heirs, executorsthe Disclosure Letter), or assigns may assert against Seller, based upon injury (ii) any claim for benefits made under any self-insured health benefit plan or program covering employees of the Company (or a dependent of any such employee) for services rendered to person, including death such employee or to property, arising in any manner whatsoever from any inspections of Seller’s property dependent prior to Closingthe Closing Date, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF;but in each case only to the extent of the Unused Basket, (e) any guaranties, if any, made by Seller or any of its Affiliates (other than the use, ownership, Company) of any liabilities or operation obligations of the Assets from Company to the extent that Buyer had Knowledge as of the Closing Date of the obligation or liability so guaranteed and the Company, after the Effective TimeClosing Date, excluding any Damages arising from any Retained Liabilities; andtook advantage of the benefits of the obligation or liability so guaranteed, or (f) The TW Obligations, but only if LHE has previously paid to the Company $2.1 million in settlement and full payment of the TW Obligations.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(ca) and 10.03(d) below) The Buyer shall defend, will indemnify and hold harmless Seller the Company and its Representatives, stockholders, controlling persons, Representatives and Affiliates affiliates (collectively, the "Seller Group") for“Company Indemnified Parties”), and shall will pay to Seller Group the Company Indemnified Parties, the amount of any Damages arising from: Damages, in all cases net of any insurance proceeds received by the Company Indemnified Persons as a result of such Damages, arising, directly or indirectly, from or in connection with (ai) any Breach breach of any representation or warranty made by the Buyer in this Agreement or in any agreement or certificate delivered by the Buyer pursuant to this Agreement including the Buyer Closing Documents, (ii) any breach by the Buyer of any covenant, agreement or obligation of the Buyer in this Agreement or in any agreement or certificate delivered by the Buyer pursuant to this Agreement; , including the Buyer Closing Documents, (biii) any Breach by Buyer of any covenant Assumed Liability or obligation of Buyer in this Agreement; (civ) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with the Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions. (b) All claims made by any the Company Indemnified Party under Section 10.2 shall be asserted in accordance with the following provisions. The Company Indemnified Parties shall promptly after any of them becomes aware of any circumstance which might reasonably be expected to become the subject matter of a claim to be made by any of them against the Buyer under this Agreement (a “Company Claim”), advise the Buyer of such circumstance (to the extent known at such time), and shall afford the Buyer, from time to time, such information as the Buyer shall reasonably request in connection therewith; orprovided that any delay or failure to so advise the Buyer shall not relieve the Buyer from any liability except to the extent that the defense of such the Company Claim is prejudiced by such delay or failure. After receipt by the Buyer of such notice, then upon reasonable notice from Buyer to the Company Indemnified Parties, or upon the request of the Company Indemnified Parties, the Buyer shall defend, manage and conduct any proceedings, negotiations or communications involving any the Company Claim involving a claim against a the Company Indemnified Party by a third party and shall take all actions necessary so as to enable the claim to be defended against and resolved without expense or other action by the Company Indemnified Parties. Upon request of the Buyer, the Company Indemnified Parties shall, to the extent they may legally do so (i) take such action as the Buyer may reasonably request in connection with such action, (ii) allow the Buyer to dispute such action in the name of the Company Indemnified Parties and to conduct a defense to such action on behalf of the Company Indemnified Parties, and (iii) at the Buyer’s expense, render to the Buyer all such assistance as the Buyer may reasonably request in connection with such dispute and defense. (c) Notwithstanding anything to the contrary contained herein: (i) the Buyer shall not be liable to the Company Indemnified Parties with respect to claims for indemnification pursuant to this Section 10.2 to the extent that the aggregate amount for which the Buyer is liable exceeds the Indemnity Cap; and (ii) the Buyer shall not be liable to the Company Indemnified Parties with respect to claims for indemnification pursuant to this Section 10.2 unless the claim is asserted on or prior to the applicable Survival Expiration Date, if any. (d) any lossIn the absence of fraud by the Buyer, liability, claim, damage or suit which any of Buyer's employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury the Company shall not be entitled to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownership, or operation of the Assets from and after the Effective Time, excluding any Damages arising from any Retained Liabilities; andrescission.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10After the Closing, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) ----------------------------------------------- Buyer shall defendindemnify fully, indemnify hold harmless, reimburse and hold harmless Seller defend Parents and its RepresentativesSellers and their directors, officers, stockholders, controlling personsaccountants, agents and Affiliates employees, affiliates and their heirs, successors and assigns (collectively, the each a "Seller Group------ Indemnified Party") forfrom and against any and all Damages, and shall pay to Seller Group the amount arising, directly or ----------------- indirectly, out of any Damages arising fromor relating to: (a) any Breach of any representation or warranty made by Buyer in this Agreement Agreement, the Disclosure Schedules, any supplements to the Disclosures Schedules, the Related Agreements or in any other certificate or document delivered by Buyer pursuant to this AgreementAgreement or the Related Agreements; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement, in a Related Agreement or in any other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement or a Related Agreement; (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; orAssumed Liabilities; (d) any loss, liability, claim, damage or suit leases for Leased Premises for which any Buyer elects not to solicit a required consent from the landlord of Buyer's employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF;such Leased Premises; or (e) Buyer's decision to not make any filings pursuant to the useHSR Act. For purposes of determining the amount of Damages resulting from such Breach, ownershipand therefore, or operation any indemnification obligation under this Section, all qualifications as to materiality set forth in Article 7 (Representations and Warranties of the Assets from and after the Effective Time, excluding any Damages arising from any Retained Liabilities; andBuyer) shall be ignored.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, will indemnify and hold harmless Seller and its Representatives, stockholders, controlling personsSeller, and Affiliates (collectively, the "Seller Group") for, and shall will pay to Seller Group the amount of any Damages arising from: incurred or suffered by or asserted against Seller, its representatives and Affiliates (the "Seller Indemnified Persons") and arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; Agreement as if made on the Closing Date, (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; , (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its Buyer's behalf) in connection with any of the Contemplated Transactions; or transactions contemplated hereby, (d) any lossclaims which may be made against Seller Indemnified Persons by any Person, liability, claim, damage or suit which including any of Buyer's employees or agents or their heirs, executors, or assigns may assert Proceedings against Seller, based upon injury to personwhich arise from the conduct of the business of Buyer, or the ownership or operation of the Assets, only after the Closing Date (other than Excluded Liabilities) including death or to property, any claims arising in any manner whatsoever from any inspections of Seller’s property prior to Closingproducts sold by, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLERor services performed by Buyer, OR ANY PERSON OR ENTITYafter the Closing Date, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownershipAssumed Liabilities, or operation of (f) Taxes associated with the Assets from and accruing after the Effective Time, excluding Closing Date. The remedies provided in this Article 13 will be exclusive and shall limit any Damages arising from any Retained Liabilities; andother remedies that may be available to Seller or the Seller Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, will indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, directors, officers, and Affiliates affiliates (collectively, the "Seller GroupIndemnified Persons") for), and shall will pay to Seller Group Indemnified Persons the amount of any Damages arising from: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or (d) any loss, liability, claim, damage or suit which any of Buyer's employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s Sellers' property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE whether or not based upon strict liability or caused by the sole or concurrent negligence (WHETHER ACTIVE OR PASSIVEwhether active or passive) OF SELLERof Sellers, OR ANY PERSON OR ENTITYor any person or entity, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICERunless such injury was occasioned by the gross negligence or intentional tort of Sellers or any officer, DIRECTORdirector, OR EMPLOYEE OR AGENT THEREOFor employee or agent thereof; provided that Sellers agree to indemnify, release and hold Buyer harmless for any damage to the facilities and/or equipment of Sellers that occurs during such inspection so long as such inspection is made under the supervision of a Sellers' employee or agent physically at the location when and where the damage occurs; (ed) if Closing occurs, the use, ownership, or operation of the Assets from and after the Effective Time; (e) if Closing occurs, excluding any Damages arising from any Retained the Assumed Liabilities; and. Except for Sellers' termination rights under Article 9 and Article 11 of this Agreement, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Seller's and Seller's Indemnified Persons' exclusive remedies for Buyer's Breaches.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) belowa) Buyer shall defend, will indemnify and hold harmless Seller Sellers and its Representativestheir respective heirs, stockholderslegal representatives, controlling personssuccessors and assigns, and Affiliates (collectively, the "Seller GroupSELLER INDEMNIFIED PERSONS") for, and shall will pay to Seller Group Indemnified Persons the amount of any Damages arising from: arising, directly or indirectly, from or in connection with (a) any Breach by Buyer of any representation or warranty made by Buyer in this Agreement or in any other Buyer's Closing Documents or in any Schedule, certificate or document delivered by Buyer pursuant to this Agreement, (b) any Breach of any representation or warranty made by Buyer in this Agreement as if such representation or in any certificate delivered by Buyer pursuant to this Agreement; warranty were made on and as of the Closing Date, (bc) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement or any other Buyer's Closing Documents or any other agreement or document delivered by Buyer pursuant to this Agreement; , or (cd) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or. (db) In the event this Agreement is terminated by Sellers pursuant to Section 9.1(b) or (c)(ii) of the Agreement, Buyer will indemnify and hold harmless Sellers and the Company and pay to Sellers or the Company, as the case may be, the amount of any Damages arising, directly or indirectly, from or in connection with (i) any lossintentional or willful Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered to Sellers pursuant to this Agreement, liability(ii) any intentional or willful Breach by Buyer of any covenant or obligation of Buyer in this Agreement or in any certificate delivered by Buyer to Sellers or the Company pursuant to this Agreement, claim, damage or suit which (iii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of Buyer's employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownership, or operation of the Assets from and after the Effective Time, excluding any Damages arising from any Retained Liabilities; andContemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10Subject to the limitations of Section 10.7, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, will indemnify and hold harmless Seller and its Representatives, stockholders, controlling personsSeller, and Affiliates (collectively, the "Seller Group") for, and shall will pay to Seller Group the amount of any Damages arising from(including costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (c) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or; (d) any lossEnvironmental, liabilityHealth, claim, damage and Safety Liabilities arising out of or suit which any of Buyer's employees or agents or their heirs, executorsrelating to: (i) (A) the operation, or assigns condition of the Facilities after the Closing Date, or (B) any Hazardous Materials or other contaminants that are present at the Facilities after the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants, located on the Facilities, that are, or are allegedly, generated, transported, stored, treated, Released, or otherwise handled by Buyer or the Company or by any other Person for whose conduct they are or may assert against Sellerbe held responsible at any time after the Closing Date, based upon injury to personor (B) any Hazardous Activities that are, including death or to propertyare allegedly, arising in conducted by Buyer or the Company at the Facilities or by any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOFother Person for whose conduct they are or may be held responsible after the Closing Date; (e) the useany bodily injury (including illness, ownershipdisability, and death, and regardless of when any such bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any Person, including any employee or former employee of Buyer or the Company or any other Person for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Assets from and Company after the Effective TimeClosing Date, excluding or from Hazardous Material that are (i) present or suspected to be present after the Closing Date on or at the Facilities (or present or suspected to be present on any Damages arising other property, if such Hazardous Material emanated or allegedly emanated from the Facilities and are present or suspected to be present on any Retained Liabilities; andof the Facilities after the Closing Date) or (ii) Released or allegedly Released by Buyer or the Company or any other Person for whose conduct they are or may be held responsible, at any time after the Closing Date. The indemnification provided by Buyer to Seller in Sections 10.4(d) and (e) shall in no way negate or relieve Seller from the indemnification provided to Buyer under Section 10.3 hereof for any matter of which Seller had Knowledge or which was caused by Seller or the Company prior to the Closing Date.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, Effective from and after the Closing (or before or after Closing, and subject to the Closing in the case other provisions of Sections 10.03(c) and 10.03(d) below) this ARTICLE 10, Buyer shall defendwill indemnify, indemnify and hold harmless Seller and, by virtue hereof, release Sellers and its their Related Persons and Representatives, stockholdersand each of the heirs, controlling personsexecutors, successors and assigns of any of the foregoing, from and against, and Affiliates (collectively, the "Seller Group") for, and shall will pay to Seller Group the amount of any Damages arising from: , relating to or in connection with (a) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; Agreement or any Transaction Document; (b) any Breach breach by Buyer of any covenant or obligation of Buyer in this Agreement; ; (c) any claim by any Person, regardless of whether such claim is completely without merit, arising out of the operations or activities of the Acquired Companies, including, but not limited to, employment related claims, and claims regarding Environmental Liabilities (to the extent not resulting from any breach of any representation, warranty, covenant or agreement of any Seller in this Agreement or in any Transaction Document or not relating to a matter for which Buyer is indemnified hereunder), regardless of when the act giving rise to such claim occurred, provided, however, that with respect to claims regarding Environmental Liabilities, the amount of such indemnity shall not exceed US$750,000 in the aggregate, including the costs of defense; (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or (d) any loss, liability, claim, damage or suit which any of Buyer's employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the useany and all actions, ownershipsuits, or operation proceedings, claims, demands, assessments, judgments, costs and expenses (including reasonable legal fees and expenses) incident to any of the Assets from and after foregoing or incurred in investigating or attempting to avoid the Effective Time, excluding any Damages arising from any Retained same or to oppose the imposition thereof or in enforcing this indemnity. The indemnity provisions of Section 10.3(c) are the only indemnity obligations between the parties with respect to Environmental Liabilities; and.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, Affiliates and the respective Representatives of Seller and/or its Affiliates (collectively, the "“Seller Group"”) for, and shall pay to Seller Group the amount of any Damages arising fromfrom any and all of the following: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or (d) any loss, liability, claim, damage or suit which any of Buyer's employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownership, or operation of the Assets from and after the Effective Time, excluding any Damages arising from any Retained Liabilities; (f) the Assumed Liabilities; and (g) Damages arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (including the S-3), Form 8-K, Form 10-K or any other filing made by Buyer or any Affiliate of Buyer with the SEC or in any amendment or supplement thereto (collectively, “Buyer’s Filings”) or in connection with any offer or sales of securities by Buyer or any Affiliate of Buyer or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages arise out of or are based upon any untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact which has been made therein or omitted therefrom in reliance upon and in conformity with the information of a material fact relating to the Assets furnished in writing by Seller to Buyer pursuant to Section 12.19 expressly for use in connection with Buyer’s Filings or with any offer or sale of securities by Buyer or any Affiliate of Buyer; notwithstanding anything hereto to the contrary, the indemnities contained in this Section 10.03(g) shall survive the Closing and continue indefinitely. Except for Seller’s termination rights under Articles 9 and 11 of this Agreement, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Seller's and Seller Group’s exclusive remedies for Buyer's Breaches. Buyer's indemnities under Sections 10.03(e) and (f) are subject and subordinate to any claims for indemnity that Buyer may have against Seller pursuant to Section 10.02(a) or 10.02(b). Buyer’s obligations under Sections 10.03(e) and (f) are not intended to cover, and shall not release Seller Group from, any obligations and responsibilities that any member of Seller Group may have as owner of the Excluded Assets from and after the Effective Time.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, and Affiliates (collectively, the "“Seller Group"”) for, and shall pay to Seller Group the amount of any Damages arising from: (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (c) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or (d) any loss, liability, claim, damage or suit which any of Buyer's ’s employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE whether or not based upon strict liability or caused by the sole or concurrent negligence (WHETHER ACTIVE OR PASSIVEwhether active or passive) OF SELLERof Seller, OR ANY PERSON OR ENTITYor any person or entity, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICERunless such injury was occasioned solely by the gross negligence or intentional tort of Seller or any officer, DIRECTORdirector, OR EMPLOYEE OR AGENT THEREOFor employee or agent thereof; (e) the use, ownership, or operation of the Assets from and after the Effective Time, excluding any Damages arising from any Retained Liabilities or Existing Environmental Liabilities; and (f) the Assumed Liabilities. Except for Seller’s termination rights under Articles 9 and 11 of this Agreement, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Seller’s and Seller Group’s exclusive remedies for Buyer’s Breaches. Buyer’s indemnities under Sections 10.03(e) and (f) are subject and subordinate to any claims for indemnity that Buyer may have against Seller pursuant to Section 10.02(a) or 10.02(b). Buyer’s obligations under Sections 10.03(e) and (f) are not intended to cover, and shall not release Seller Group from, any obligations and responsibilities that any member of Seller Group may have (i) as operator under any operating or similar agreement with respect to the period after the Effective Time, (ii) as owner of the Excluded Assets from and after the Effective Time, or (iii) as a participating party in any non-consent or similar operation in which a member of Buyer Group does not participate from and after the Effective Time.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) belowa) Buyer shall defend, will indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, his Representatives and Affiliates affiliates (collectively, the "“Seller Group") forIndemnified Parties”), and shall will pay to the Seller Group Indemnified Parties, the amount of any Damages arising from: Damages, in all cases net of any insurance proceeds received by Seller Indemnified Persons as a result of such Damages, arising, directly or indirectly, from or in connection with (ai) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any agreement or certificate delivered by Buyer pursuant to this Agreement including the Buyer Closing Documents, (ii) any breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement or in any agreement or certificate delivered by Buyer pursuant to this Agreement; , including the Buyer Closing Documents, or (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; (ciii) any claim by any Person for brokerage or finder's ’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions. (b) All claims made by any Seller Indemnified Party under Section 10.2 shall be asserted in accordance with the following provisions. The Seller Indemnified Parties shall promptly after any of them becomes aware of any circumstance which might reasonably be expected to become the subject matter of a claim to be made by any of them against the Buyer under this Agreement (a “Seller Claim”), advise the Buyer of such circumstance (to the extent known at such time), and shall afford the Buyer, from time to time, such information as the Buyer shall reasonably request in connection therewith; orprovided that any delay or failure to so advise the Buyer shall not relieve the Buyer from any liability except to the extent that the defense of such Seller Claim is prejudiced by such delay or failure. After receipt by the Buyer of such notice, then upon reasonable notice from Buyer to the Seller Indemnified Parties, or upon the request of the Seller Indemnified Parties, Buyer shall defend, manage and conduct any proceedings, negotiations or communications involving any Seller Claim involving a claim against a Seller Indemnified Party by a third party and shall take all actions necessary so as to enable the claim to be defended against and resolved without expense or other action by the Seller Indemnified Parties. Upon request of Buyer, the Seller Indemnified Parties shall, to the extent they may legally do so (i) take such action as the Buyer may reasonably request in connection with such action, (ii) allow the Buyer to dispute such action in the name of the Seller Indemnified Parties and to conduct a defense to such action on behalf of the Seller Indemnified Parties, and (iii) at Buyer’s expense, render to the Buyer all such assistance as the Buyer may reasonably request in connection with such dispute and defense. (c) Notwithstanding anything to the contrary contained herein, but subject to the remaining provisions of this Section 10.2(c), the liability of Buyer to the Seller Indemnified Parties with respect to claims for indemnification pursuant to Section 10 is subject to the following: (i) Buyer shall not be liable to the Seller Indemnified Parties with respect to claims for indemnification pursuant to this Section 10: (A) to the extent that the aggregate amount for which Buyer is liable exceeds the General Indemnity Cap; and (B) unless and until the aggregate amount for which Buyer is liable exceeds the Deductible and then Buyer shall only be liable only for such amounts in excess of the Deductible. The foregoing limitations shall not apply with respect to fraud; and (ii) unless the claim is asserted on or prior to the applicable Survival Expiration Date, if any. (d) any lossIn the absence of fraud by Buyer, liability, claim, damage or suit which any of Buyer's employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury Seller shall not be entitled to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownership, or operation of the Assets from and after the Effective Time, excluding any Damages arising from any Retained Liabilities; andrescission.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, agrees to indemnify and hold harmless Seller Sellers and its RepresentativesSoterion, stockholdersand their officers, employees, agents, directors, representatives, members, controlling persons, and Affiliates affiliates (collectively, the "Seller GroupSELLERS' INDEMNIFIED PERSONS") for, and shall will pay to Seller Group the Sellers' Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of any Damages arising frominvestigation and defense and reasonable attorneys' fees) incurred by Sellers Indemnified Persons, whether or not involving a third-party claim, arising, directly or indirectly, from or in connection with: (a) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any other certificate or document delivered by Buyer pursuant to this Agreement; (b) any Breach federal, state, or local tax or fee incurred, accrued, or assessed in connection with the Assets or the Business relating thereto as owned or operated by Buyer with respect to any period from and after the Closing; (c) any liability or obligation related to or in connection with the Assets, the Assigned Contracts, including liabilities assumed by Buyer, or the Business as owned or operated by Buyer, incurred with respect to any period from and after the Closing or which relate to the operation of the Business by Buyer with respect to any period from and after the Closing; or (d) any breach by Buyer of any covenant or obligation of Buyer in this Agreement; (c) . The remedies provided in this Section 11.3 will not be exclusive of or limit any claim by any Person for brokerage other remedies that may be available to Sellers and Soterion or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with the any of the Contemplated Transactions; or (d) any loss, liability, claim, damage or suit which any of Buyer's employees or agents or their heirs, executors, or assigns may assert against Seller, based upon injury to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownership, or operation of the Assets from and after the Effective Time, excluding any Damages arising from any Retained Liabilities; andSellers Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in (a) Upon the terms and subject to the conditions of this Article Section 10, from and after if the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) occurs, Buyer shall defend, will indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Seller GroupIndemnified Persons") for, and shall will pay to the Seller Group Indemnified Persons the amount of any Damages arising from(including incidental and consequential damages that may be included in Damages solely as a result of such Damages having been awarded to a third party under a Third Party Claim) asserted against or incurred by any Seller Indemnified Person arising, directly or indirectly, from or in connection with: (ai) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer Agreement; provided that for purposes of indemnification pursuant to this AgreementSection 10.4(a)(i), any breach of any representation or warranty (other than any representation or warranty contained in Section 4.9) will be determined without regard to (A) any qualification related to materiality or Material Adverse Effect or (B) any Buyer Updated Information); (bii) any Breach breach by Buyer of any covenant or obligation agreement of Buyer in this Agreement; (ciii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer or any of its Affiliates (or any Person acting on its their respective behalf) in connection with any of the Contemplated Transactions; (iv) the Seller Guarantees; or (dv) any lossamendment, liabilitytermination, claim, damage rescission or suit which breach or alleged breach by Buyer or any Acquired Company after the Closing of Buyer's employees any Applicable Contract or agents or their heirs, executors, or assigns may assert against Seller, based upon injury to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF;Acquired Lease. (eb) With respect to any Damages incurred by any Seller Indemnified Person that are reduced by (1) the useamount of any insurance proceeds paid to such Seller Indemnified Person with respect to such Damages or (2) the amount of any indemnity, ownershipcontribution or other similar payment paid to such Seller Indemnified Person by any third party with respect to such Damages, the Damages for which such Seller Indemnified Person is entitled to seek indemnification will reflect the amount of such reduction or, to the extent such indemnifiable Damages have already been paid by Buyer to such Seller Indemnified Person, such Seller Indemnified Person will reimburse Buyer for the amount of such reduction. Notwithstanding the foregoing, Buyer will have the right to subrogation with respect to any insurance proceeds or operation of the Assets from and after the Effective Timeany indemnity, excluding contribution or other similar payment payable but not yet paid to any Seller Indemnified Person with respect to any Damages arising from any Retained Liabilities; andincurred by such Seller Indemnified Person.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, will indemnify ----------------------------------------------- and hold harmless Seller and its Representatives, stockholders, controlling personsSeller, and Affiliates (collectively, the "Seller Group") for, and shall will pay to Seller Group the amount of any Damages arising fromarising, directly or indirectly, from or in connection with: (a) 9.3.1 any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement;, (b) 9.3.2 any Breach by Buyer of any covenant or obligation of Buyer in this Agreement;, (c) 9.3.3 any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or. (d) 9.3.4 any lossdemands, causes of action, damages, costs, expenses, attorneys' fees, property damage, bodily injury, personal injury, contract disputes, penalties, or losses to the extent that they arise out of, relate to, or result from the Buyer's acts in the completion of the Company's construction work in process after the Closing Date, whether said liability or claims arise in contract, tort, or strict liability, claimexcept where Seller's or Company's negligence or willful misconduct is a cause of any claim or liability, damage in which event allocation of responsibility for the claim shall be resolved pursuant to the provisions of Section 9.2.3; 9.3.5 any claims for Damages (including costs of cleanup, containment, or suit which other remediation) arising, directly or indirectly, from or in connection with any Environmental, Health, and Safety Liabilities arising out of Buyer's employees or relating to any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, released, or otherwise handled by Buyer or the Company or their contractors, subcontractors, agents or their heirs, executors, Affiliates at any time on or assigns may assert against Seller, based upon injury to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to after the Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownership, or operation 9.3.6 any claims relating to Taxes of the Assets from Company and after its operations, for the Effective Time, excluding period following the Closing Date; 9.3.7 any Damages other claims against the Company relating to or arising from any Retained Liabilities; andout of the conduct of the Company's business and operations following the Closing Date.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from Buyer and after the Closing JLM (or before or after the Closing in the case of Sections 10.03(ccollectively Buyer's Indemnifiers") and 10.03(d) below) Buyer shall defend, will indemnify and hold harmless Seller Seller, and its Representatives, stockholdersshareholders, controlling persons, and Affiliates affiliates, as well as the Seller's Indemnifiers, (collectively, the "Seller GroupSeller's Indemnified Persons") for), and shall will pay to Seller Group Seller's Indemnified Persons the amount of any Damages arising from: arising, directly or indirectly, from or in connection with (a) any Breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement; Agreement (b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement; , (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or , or (d) any lossand all claims, liabilityexpenses, claimjudgments, damage or suit which any of Buyer's employees or agents or their heirs, executorsawards, or assigns may assert against other obligations, or legal fees, costs, and expenses, incurred by Seller's Indemnified Persons as the result of, or growing out of, or caused by, related to or based upon injury the Assumed Liabilities. The remedies provided in this Section 10.4 will not be exclusive of or limit any other remedies that may be available to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownership, or operation of the Assets from and after the Effective Time, excluding any Damages arising from any Retained Liabilities; and.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) belowa) Buyer shall defend, will indemnify and hold harmless Seller and its Representatives, stockholders, controlling personsSellers, and Affiliates (collectively, the "Seller Group") for, and shall will pay to Seller Group Sellers the amount of any Damages arising fromarising, directly or indirectly, from or in connection with: (ai) any Breach breach of any representation or warranty made by Buyer in this Agreement or in any certificate delivered by Buyer pursuant to this Agreement;, (bii) any Breach breach by Buyer of any covenant or obligation of Buyer in this Agreement;, or (ciii) any inaccuracy in the calculation of the Additonal Tax Cost, which inaccuracy is determined as the result of any IRS or other governmental tax audit or review, discovery of any error of computation, or otherwise; or (iv) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; ortransactions contemplated by this Agreement. (db) any lossNotwithstanding the foregoing, liability, claim, damage or suit which any of Buyer's employees obligation to indemnify the Sellers shall be limited to a maximum aggregate amount of Damages of $1,500,000, and such obligation shall terminate and be of no further force or agents or their heirseffect with respect to any claims raised by the Sellers after eighteen (18) months following the Closing Date; provided, executorshowever, or assigns may assert against Seller, based upon injury that with respect to person, including death or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownership, or operation of the Assets from and after the Effective Time, excluding any a claim for Damages arising from a breach of any Retained Liabilities; andrepresentation or warranty relating to title to the Ansoft Shares or under Section 6.3(a)(iii), there shall be no limitation on Damages nor expiration of the period of time in which a claim may be raised, except as may be provided by law. Buyer shall have no liability for indemnification pursuant to this Section 6.3 until the total of all Damages equals or exceeds $150,000, and then for the aggregate amount of such Damages in excess of such $150,000 amount. The remedies provided in this Section 6.3 will not be exclusive of or limit any other remedies that may be available to Sellers or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Sections 10.03(c) and 10.03(d) below) Buyer shall defend, will indemnify and hold harmless Seller and its Representatives, stockholders, controlling persons, Representatives and Affiliates (collectively, the "Seller GroupIndemnified Persons") for), and shall will pay to Seller Group Indemnified Persons the amount of any Damages arising from: arising, directly or indirectly, from or in connection with (a) any Breach of any representation or and warranty made by Buyer in this Agreement or in any other certificate or document delivered by Buyer pursuant to this Agreement; Agreement (determined both as of the date of this Agreement and as of the Closing Date, just as if such representation and warranty were made as of the Closing Date), (b) any Breach by Buyer of any covenant or obligation (including any indemnification obligation appearing elsewhere in this Agreement) of Buyer in this Agreement; , (c) claims based on actual or alleged liabilities or obligations of the Company or otherwise related to the Interests or the Company's conduct of business, which liabilities or obligations arise out of events occurring after the Closing, including claims against or arising under Seller's Bonds and Liability Agreements, or any of the bonds and guarantees listed on Schedule 10.12, or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; or . If the Closing occurs, the remedies provided in this Article 11 will be the exclusive remedies available to Seller Indemnified Persons for Damages incurred in connection with or related to: (di) any lossBreach of the representations and warranties in this Agreement, liabilityand (ii) any failure by the Buyer to perform and comply with any covenants and obligations that, claimby their terms, damage were to have been performed or suit which any of Buyer's employees complied with prior to or agents or their heirssimultaneously with the Closing, executorsother than with respect to fraud, or assigns may assert against Sellerwith respect to willful misconduct in performing a pre-closing covenant, based upon injury to person, including death for which all remedies at law or to property, arising in any manner whatsoever from any inspections of Seller’s property prior to Closing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF SELLER, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF SELLER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT THEREOF; (e) the use, ownership, or operation of the Assets from and after the Effective Time, excluding any Damages arising from any Retained Liabilities; andequity shall remain.