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

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer Group") for, and shall pay to the Buyer Group the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim (collectively, "Damages"), arising from: (a) any Breach of any representation or warranty made by Seller in this Agreement, or in any certificate delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of Seller 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer and its respective RepresentativesAffiliates, stockholders, controlling persons, and Affiliates which shall include the Acquired Companies after the Closing (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons, the amount of, any loss, liability, demandclaim, judgment, settlementdamage, fine, penalty, expense, cost, Remediation cost penalty or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim Expenses (collectively, "Damages"), arising fromincurred by the Buyer Indemnified Persons arising, directly or indirectly, from or in connection with: (a) any Breach breach of any representation or warranty made by Seller in this Agreement, Agreement or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach breach by the Seller of any covenant or obligation of Seller 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated TransactionsProceedings and other matters identified on SCHEDULE 12.2(c); (d) any Retained Liabilities;Environmental Liabilities (including, without limitation, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property)) arising out of or relating to: (i)(A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which any Acquired Company has or had an interest, or (B) any Contaminants that were present on the Facilities or such other properties and assets in which any Acquired Company has or had an interest at any time on or prior to the Closing Date, or (ii)(A) any Contaminants, wherever located, that were, or which a Governmental Body or other third Person in a written notice or other formal communication alleges were, used, generated, transported, stored, treated, Released, or otherwise handled by any Acquired Company or by any other Person for whose conduct an Acquired Company is or may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were conducted on or prior to Closing, or which a Governmental Body or other third Person in a written notice or other formal communication alleges were conducted on or prior to Closing, by any Acquired Company or by any other Person for whose conduct an Acquired Company may be held responsible; or (e) the useany bodily injury (including illness, ownershipdisability, and death, and regardless of when any such bodily injury occurred, was incurred, or operation manifested itself) or personal injury to any Person, including any employee or former employee of any Acquired Company or any other Person for whose conduct an Acquired Company may be held responsible, arising from or relating to the exposure or alleged exposure of any Person to any Contaminant (i) present on or before the Closing Date on or at the Facilities (or present on any other property, if such Contaminants emanated, or a Governmental Body or other third Person in a written notice or other formal communication alleges emanated, from any of the Assets Facilities and was present on any of the Facilities on or prior to the Closing Date) or (ii) Released, or a Governmental Body or other third Person in a written notice or other formal communication alleges were Released, by any Acquired Company or any other Person for whose conduct the Acquired Company may be held responsible, at any time on or prior to the Closing Date. For purposes of Section 12 of this Agreement, all Damages shall be computed net of any insurance proceeds actually received or to be received (after taking into account any deductible or co-payment amounts) the Acquired Companies or Buyer with respect thereto which reduces the Damages that would otherwise be sustained; PROVIDED, HOWEVER, THAT in all cases, the timing of the receipt or realization of insurance proceeds shall be taken into account in determining the amount of reduction of Damages. To the extent the Acquired Companies or Buyer receive insurance proceeds relating to the payment of a claim for Damages by Seller, Buyer will refund to Seller the amount of such payment to the extent the Acquired Companies or Buyer receive insurance proceeds duplicative of payments previously paid to the Acquired Companies or Buyer by Seller relating to such claim for Damages. Notwithstanding the foregoing, for purposes of Section 12 of this Agreement, payments made by any captive insurance company of Buyer or any Affiliate of Seller prior Buyer to the Effective Time, except to the extent assumed by any Acquired Company or Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timebe deemed to constitute insurance proceeds.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10(a) The Company and the Parent Entity, from jointly and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defendseverally, indemnify, will indemnify and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), or damageexpense (including costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising or resulting from, directly or indirectly, from or in connection with: (ai) any Breach of any representation or warranty made by Seller the Company or the Parent Entity in this Agreement, Agreement or in any other certificate or document delivered by Seller the Company or the Parent Entity pursuant to this Agreement; (ii) [Intentionally deleted]; or (iii) third party claims or causes of action asserted against Buyer based upon the operation, management or ownership of the Company Assets, arising or related to the period on or prior to the Closing Date (whether known or unknown on the Closing Date), but excluding those matters expressly to be assumed by Buyer under Section 2.5(c) hereof; or (iv) any noncompliance with any bulk transfer or bulk sales law applicable to the Contemplated Transaction. (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement;With respect to the aforesaid indemnification obligation, the parties agree as follows: (ci) any claim by any Person for brokerage The aggregate amount of Damages that Buyer may recover from Seller and the Parent Entity, collectively, with respect to indemnification under Section 10.2(a)(i)above, shall not exceed the aggregate sum of Six Hundred Thousand Dollars ($600,000), provided that the aggregate amount of Damages that Buyer may recover from Seller and the Parent Entity shall not exceed the Purchase Price as computed in accordance with Section 2.2(a): (x) with respect to indemnification under Sections 10.2(a)(iii) or finder's fees (iv) above, or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller (or any Person acting on its behalfy) in connection with any Breach of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownershiprepresentations and warranties set forth in Section 3.9 and 3.13, or operation of the Assets (z) in connection with any fraudulent misrepresentation by Seller or Parent Entity. (ii) Buyer shall not be entitled to assert any Affiliate right to indemnification under Section 10(a)(i) above against Seller or the Parent Entity until all Damages for which Seller or the Parent Entity would otherwise be required to indemnify Buyer hereunder exceeds the aggregate amount of $200,000, whereupon Seller prior and the Parent Entity shall thereafter pay to Buyer all further Damages in excess of such amount (subject to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets limitation described in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have subpart (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeabove.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, indemnify and hold harmless Buyer Purchaser, and its respective Representatives, stockholdersshareholders, controlling persons, affiliates, and Affiliates successors (collectively, the "Buyer Group"“Indemnified Persons”) for, and shall pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investiga-tion and defense and reasonable attorneys’ fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any misrepresentation or Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Memorandum), the Disclosure Memorandum, any supplement to the Disclosure Memorandum, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any misrepresentation or Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Memorandum, other than any such Breach that is disclosed in a supplement to the Disclosure Memorandum and is expressly identified in the certificate delivered pursuant to Section 3.2(a)(ii) as having caused the condition specified in Section 8.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement, including, without limitation, its obligation to terminate any employees of VitaCBD Brand and satisfy any amounts owed to such persons by reason of such termination under law; (cd) 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities;; and (e) the use, ownership, any liability or operation of the Assets by Seller or any Affiliate obligation of Seller prior to the Effective Timeof any nature whatsoever, except to for the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's 11.2 shall be exclusive of any other financial remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended that may be available to coverPurchaser or the other Indemnified Persons with respect to any Breach of any representation, and shall not release Buyer Group fromwarranty, or covenant set forth in this Agreement, the Disclosure Memorandum, any obligations supplement to the Disclosure Memorandum, or any other certificate or document delivered pursuant to this Agreement, except for rights to specific performance and responsibilities that any member similar remedies not involving the payment of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timedamages.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless the Buyer and its respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, or in any certificate delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any claims incurred by the Acquired Company prior to the Closing that are covered under Seller's general liability, automobile, workers' compensation, property or casualty insurance, including any related deductible payments; (d) any claims incurred by the Acquired Company (i) prior to May 1, 2000, that are covered under Seller's medical insurance policies, and (ii) prior to August 1, 2000, that are covered under Seller's dental insurance policy; (e) any litigation or other proceedings identified on Schedule 10.2; (f) except as limited by Section 5.8(j) or as set forth in Section 10.2(c), any business conducted or other action or omission to act by Seller, its Related Persons or Acquired Company and related to the Acquired Company prior to February 3, 2001; or (g) 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 Seller or the Acquired Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer Group"“Indemnified Persons”) for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller or the Company in this Agreement, Agreement or in any other certificate or document delivered by Seller or the Company pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any Taxes owed by the Company relating to any period prior to the Closing Date; and (d) 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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 11.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited (a) Subject to the limitations set forth in this Article 10Agreement, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, and its respective Representatives, stockholdersshareholders, controlling personsPersons, Subsidiaries (including, after the Closing, the Company) and Affiliates affiliates (collectively, the "“Buyer Group"Indemnified Parties”) for, and shall will pay to the Buyer Group Indemnified Parties the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damagedamage (including incidental, consequential, punitive and special damages), expense (including reasonable costs of investigation and defense and reasonable attorneys’ fees), whether or not involving a third-party claim (collectively, "“Damages")”) and in all cases net of any insurance proceeds received by Buyer Indemnified Parties as a result of such Damages, arising fromarising, directly or indirectly, from or in connection with: (ai) any Breach breach of any representation or warranty made by Seller or the Company in this Agreement, the Disclosure Letter or in any agreement or certificate delivered by Seller or the Company pursuant to this Agreement at or as a condition to the Closing, including the Seller’s Closing Documents; (ii) any breach by Seller or the Company of any covenant, agreement or obligation of Seller or the Company in this Agreement, the Disclosure Letter or in any agreement or certificate delivered by Seller pursuant to this AgreementAgreement at or as a condition of the Closing, including the Seller’s Closing Documents; (biii) any Breach by Seller the matter listed as item 2 in Part 3.21 of any covenant or obligation of Seller in this Agreementthe Disclosure Letter; (civ) the information set forth in Part 3.9(c) of the Disclosure Letter or pursuant to any claim made against the Company in respect thereof by any Person (the “Loudoun Matter”); and (v) 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 either Seller (or the Company or any Person acting on its behalf) behalf of either of them in connection with any of the Contemplated Transactions;. (b) All claims made by any Buyer Indemnified Party under Section 10.1 shall be asserted in accordance with the following provisions. The Buyer 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 Seller under this Agreement (a “Buyer Claim”), advise the Seller in writing in reasonable detail of such circumstance (to the extent known at such time) and the basis for the Buyer Indemnified Party’s claim for indemnification, and shall provide the Seller, from time to time, such information that the Seller shall reasonably request in connection therewith; provided that any delay or failure to so advise the Seller shall not relieve the Seller from any liability except to the extent that the defense of such Buyer Claim is prejudiced by such delay or failure or to the extent that any applicable period set forth in Section 10.3 has expired without such notice being given. After receipt by the Seller of such notice, then upon reasonable notice from the Seller to the Buyer Indemnified Parties, or upon the request of the Buyer Indemnified Parties, the Seller shall defend, manage and conduct any proceedings, negotiations or communications involving any Buyer Claim involving a claim against a Buyer 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 Buyer Indemnified Parties. Upon request of Seller, the Buyer Indemnified Parties shall, to the extent they may legally do so (i) take such action as the Seller may reasonably requests in connection with such action, (ii) allow the Seller to dispute such action in the name of the Buyer Indemnified Parties and to conduct a defense to such action on behalf of the Buyer Indemnified Parties, and (iii) at Seller’s expense, render to the Seller all such assistance as the Seller 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 10.1(c), the liability of the Seller to Buyer Indemnified Parties with respect to claims for indemnification pursuant to Section 10 is subject to the following: (i) Seller shall not be liable to the Buyer Indemnified Parties with respect to claims for indemnification pursuant to this Section 10: (A) to the extent that the aggregate amount for which Seller is liable exceeds an aggregate maximum indemnity amount of one million five hundred thousand dollars ($1,500,000) (the “General Indemnity Cap”), except (1) in the event of a breach by Seller or the Company of any of the representations or warranties set forth in Section 3.3 (a “Capitalization Breach”) or (2) in the event the Company suffers any Damages in respect of, relating to, or pursuant to any claim made by any party against the Company in respect of the Loudoun Matter, in respect of both of which the aggregate amount for which Seller is liable is the Purchase Price; and (B) unless and until the aggregate amount for which Seller is liable exceeds twenty-seven thousand seven hundred and seventy five dollars ($27,750) (the “Deductible”), and then the Seller shall only be liable only for such amounts in excess of the Deductible, except (1) in respect of a Capitalization Breach and (2) in the event the Company suffers Damages in respect of or relating to the Loudoun Matter, in respect of both of which their shall be no deductible, and Seller shall be liable from the first dollar of Damages. The foregoing limitations shall not apply with respect to fraud, and any Damages for which Seller becomes liable in respect of the Loudoun Matter shall not be counted in determining whether Seller has reached the General Indemnity Cap or the Deductible; provided, however, that the aggregate liability of Seller for indemnification under this Agreement (including without limitation the Loudoun Matter or a Capitalization Breach), except with respect to fraud, shall not exceed the Purchase Price. (ii) unless the claim is asserted on or prior to the applicable Survival Expiration Date, if any. (d) any Retained Liabilities;Any payment by the Seller to a Buyer Indemnified Party under this Section 10 shall constitute a reduction of the Purchase Price. (e) In the useabsence of fraud by Seller, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timebe entitled to rescission.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, will indemnify, defend and hold harmless Buyer Purchaser and its respective Purchaser’s Representatives, stockholdersshareholders, controlling persons, persons and Affiliates (collectively, the "Buyer Group"“Purchaser Indemnified Parties”) for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expensesLiability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach breach of any representation or warranty made by Seller in this Agreement, the other Transaction Documents, the Disclosure Schedules or in any other certificate or document delivered by Seller pursuant to this Agreementthe Transaction Documents; (b) any Breach breach by Seller of any covenant covenant, agreement or obligation of Seller in this Agreementany Transaction Document; (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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (gd) the use, ownership, or operation any of the Retained AssetsExcluded Liabilities; (e) any Security Interest attached to the Acquired Assets in existence as of the Effective Time; (f) any Proceeding against Seller or the Business pending as of the Effective Time or arising out of actions or circumstances in existence prior to the Effective Time; or (hg) any Proceeding against Seller, Purchaser or the Business initiated by any Core Customer or any of Seller’s creditors, shareholders or its agents’any other Person relating to, contractors’ arising out of or employees’ performance of (or failure to perform) challenging the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeContemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Acquired Companies, and its their respective Representatives, stockholdersshareholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller, each Seller under the respective Purchase Agreements, NSL, DLT or Lalande in this AgreementAgreement or any of the respective Purchase Agreements (without giving effect to any supplement to the Disclosure Letter or any Disclosure Letter delivered pursuant to the respective Purchase Agreements), the Disclosure Letter, any Disclosure Letter delivered pursuant to the respective Purchase Agreements, the supplements to the Disclosure Letter, the supplements to any Disclosure Letter delivered pursuant to the respective Purchase Agreements, or in any other certificate or document delivered by Seller pursuant to Seller, the Companies, or any of the Sellers under the respective Purchase Agreements or the Companies under this AgreementAgreement or the respective Purchase Agreements; (b) any Breach of any representation or warranty made by Seller, each Seller under the respective Purchase Agreements, NSL, DLT or Lalande in this Agreement or any of the respective Purchase Agreements as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter or any Disclosure Letter delivered pursuant to the respective Purchase Agreements, other than any such Breach that is disclosed in a supplement to the Disclosure Letter or a supplement to any Disclosure Letter delivered pursuant to the respective Purchase Agreements and is expressly identified in the certificates delivered pursuant to Section 2.5(a)(iv) or the corresponding section in each respective Purchase Agreement as having caused the condition specified in Section 8.1 or the corresponding section in each respective Purchase Agreement not to be satisfied; (c) any Breach by Seller, each Seller under the respective Purchase Agreements, NSL, DLT or Lalande of any covenant or obligation of Seller, each Seller in this Agreementunder the respective Purchase Agreements, NSL, DLT or Lalande; (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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited Subject to the limitations contained in this Article 10Sections 10.5 and 10.6, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer Group"“Indemnified Persons”) for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter, the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(iv) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (cd) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; (e) any matter disclosed in Part 3.15 of the Disclosure Letter; or (f) 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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, indemnify and hold harmless Buyer and its respective RepresentativesPurchaser, stockholders, controlling personsthe Group Companies, and Affiliates their respective directors, officers, employees, agents, consultants, advisors or other representations, including legal counsel, accountants and financial advisors, stockholders and controlling persons (collectively, the "Buyer GroupPurchaser Indemnified Persons") for, and shall will pay to the Buyer Group Purchaser Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages) or damageexpense (including costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach breach of any representation or and warranty made by Seller in this Agreement, Article IV or Article V hereof or in any document or certificate delivered furnished to Purchaser by Seller pursuant to this Agreement, giving full effect to any supplement to the Schedules hereto that are delivered by Seller to Purchaser prior to the Closing Date with Purchaser's consent in accordance with the provisions of Section 6.5 hereof; (b) any Breach breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any claim by any Person 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 person with either any Seller or any Group Company (or any Person person acting on its Seller's or any Group Company's behalf) in connection with any of the Contemplated Transactions;transactions contemplated hereby; and (d) any Retained Liabilities; (e) liability imposed upon any Group Company in respect of the usetermination of employment of Terrx Xxxxxxxx xx a Group Company to the extent that such liability exceeds 140,000 Irish pound sterling; provided that Purchaser does not cause or permit the Company to settle any claim by Mr. Xxxxxxxx xxxhout the prior written consent of Seller, ownershipwhich consent shall not be unreasonably withheld. ================================================================================ 24 25 The right to indemnification, payment of Damages or other remedy based on a breach of representations and warranties, covenants and obligations will not be affected by any investigation conducted with respect to, or operation any knowledge acquired (or capable of being acquired) at any time, whether before or after the Assets by Seller execution and delivery of this Agreement or any Affiliate of Seller prior the Closing Date, with respect to the Effective Timeaccuracy or inaccuracy of or compliance with, any such representation and warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation and warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representations and warranties, covenants and obligations except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation that such waiver arose when Purchaser permitted Seller to supplement any of the Excluded Assets; (g) Schedules hereto in accordance with the use, ownership, or operation provisions of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time6.5 hereof.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10Seller will indemnify and hold harmless Buyer, from and the Company (after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, and hold harmless Buyer and its respective Representatives, stockholders, controlling personsDate), and Affiliates (collectively, the "of Buyer Group") for, and shall will pay to Buyer, the Buyer Group Company or any such Affiliates, the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental damages, but excluding any special, consequential or damagepunitive damages), expense (including reasonable costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedules or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any services provided by the Company prior to the Closing Date; (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 either Seller or the Company (or any Person acting on its their behalf) prior to the Closing Date in connection with any of the Contemplated Transactions; (de) any Retained Liabilities; (e) liability which may be imposed upon the useCompany with respect to consolidated federal income tax returns filed by the Seller for periods ending on or before May 31, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time2000, except to the extent assumed by Buyer as Assumed Liabilities;otherwise provided under Section 2.6 hereof with respect to Additional Taxes; and (f) the use, ownership, or operation any amount by which actual liability of the Excluded Assets; Company for federal, state or local taxes incurred with respect to operations or transactions occurring on or before the Closing Date exceeds the amount of such taxes paid, accrued or reserved for by the Company on its financial statements, whether or not such taxes were reported on tax returns as filed, except to the extent otherwise provided under Section 2.6 hereof with respect to Additional Taxes. Anything to the contrary contained herein notwithstanding, (gA) Buyer shall not be entitled to indemnification under this Agreement in any instance where the useevent, ownership, occurrence or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for circumstance underlying Buyer's termination rights claim for indemnification is one with respect to which Buyer is in breach of Section 4.6; and (B) (except where expressly provided that indemnification shall be without limit) neither party shall be entitled to recover from the other unless and until the total of all claims for indemnity or damages with respect to any inaccuracy or breach of any such representation or warranties or breach of any covenants, undertakings or other agreements, whether such claims are brought under Articles 9 Sections 7.2, 7.3, 7.4 or otherwise, exceeds $50,000, then only for the amounts by which such claim for indemnity or damages exceeds $50,000, but in no event shall amounts paid under this Section 7.2 exceed $2.5 million and, provided further, that Seller's obligation to indemnify under Section 6.7 above and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occursfor Tax liabilities under subsections 7.2(e) and Section 2.02 (if Closing does not occurf) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended above shall apply in full, without regard to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time$50,000 limitation referred to hereinabove.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damagedamage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of such Seller in this Agreement; or (c) any Environmental, Health and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation or condition at any time on or prior to the Closing Date of any real properties in which the Company has or had an interest, or (B) any Hazardous Materials that were present on, at, in or under such properties at any time on or prior to the Closing Date; or (ii) (A) any Hazardous Materials, wherever located, that were generated, transported, stored, treated, disposed of, released, or otherwise handled by the Company at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were conducted by the Company at time on or prior to the Closing Date; provided that Buyer shall permit Seller to assume control of the remediation of any condition for which Seller is responsible under this Section 10.2(c), and no such remediation or indemnification with respect to a matter shall be required unless the Company or Buyer has received, without solicitation, an order or written notice from (a) any Governmental Body, or (b) any other Person asserting or threatening a claim, of any violation or failure to comply with any Environmental Law, or of any obligation to undertake or bear the cost of any Environmental, Health and Safety Liabilities; (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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities;; or (e) the use, ownership, or operation claim of Xxxxxxxx and Xxxxx Xxxxx against the Company described in Part 3.15 of the Assets by Seller or any Affiliate of Seller prior to the Effective TimeDisclosure Letter, except but only to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with Damages resulting from such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeclaim exceed $250,000.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. 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 (occurs, Seller, without any right of contribution or before or after indemnification from the Closing in the case of Section 10.02(c) below) Seller shall defendAcquired Companies, indemnify, will indemnify and hold harmless Buyer Buyer, the Acquired Companies, and its their respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (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) or damageexpense (including costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party party's claim (collectively, "Damages"), arising fromasserted against or incurred by any Buyer Indemnified Person arising, directly or indirectly, from or in connection with: (ai) any Breach breach of any representation or warranty made by Seller in this Agreement, or in any certificate delivered by Seller ; provided that for purposes of indemnification pursuant to this AgreementSection 10.2(a)(i), (A) any breach of any representation or warranty (other than any representation or warranty contained in Section 3.12) will be determined without regard to (x) any qualification related to materiality or Material Adverse Effect or (y) any Seller Updated Information, and (B) any breach of any representation or warranty contained in Section 3.19 will be determined without regard to any qualification related to Seller's Knowledge; (bii) any Breach breach by Seller or the Company of any covenant or obligation agreement of Seller or the Company in this Agreement; (ciii) [Intentionally Omitted] (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 Parent, Seller or any Acquired Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (dv) any Retained Liabilitiesthe Excluded Operations; (evi) the use, ownership, or operation of Restructuring (other than Transfer Taxes resulting from the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Restructuring for which Buyer as Assumed Liabilitiesis liable under Section 2.7); (fvii) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained AssetsCompany Guarantees; or (hviii) Seller’s any failure of Seller or its agents’, contractors’ Affiliates to comply with any obligations of the WARN Act or employees’ performance of the notice provisions thereunder. (or failure b) With respect to performany Damages incurred by any Buyer Indemnified Person that are reduced by (1) the Remediation work pursuant amount of any insurance proceeds paid to Section 11.13(asuch Buyer Indemnified Person with respect to such Damages or (2) the amount of any indemnity, contribution or their presence on the Assets in connection other similar payment paid to such Buyer Indemnified Person by any third party with respect to such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of ConveyanceDamages, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does Damages for which such Buyer 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 Seller to such Buyer Indemnified Person, such Buyer Indemnified Person will reimburse Seller for the amount of such reduction. Notwithstanding the foregoing, Seller will have the right to subrogation with respect to any insurance proceeds or any indemnity, contribution or other similar payment payable but not occur) are Buyer's and yet paid to any Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended Indemnified Person with respect to cover, and shall not release any Damages incurred by such Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeIndemnified Person.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Acquired Companies, and its their respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer Group"“Indemnified Persons”) for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or damagediminution of value, whether or not involving a third-third- party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Schedule), the Disclosure Schedule, the supplements to the Disclosure Schedule, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Schedule, other than any such Breach that is disclosed in a supplement to the Disclosure Schedule and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (cd) any product shipped or manufactured by, or any services provided by, any Acquired Company prior to the Closing Date with respect to claims arising from such shipping, manufacturing or services occurring prior to the Closing Date ; (e) any matter disclosed in Sections 3.11 or 3.13 of the Disclosure Schedule or liability arising out of the fact that National is restating its tax returns for years prior to 2005 and will owe tax, interest and penalties as a result of such restatements; (f) 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 Seller or any Acquired Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets;; or (g) any liability or Damages arising out of or in any way related to (i) Suffolk County Industrial Development Agency (“Issuer”) 1985 Industrial Revenue Bonds, dated September 1, 1985, (ii) Project Lease Agreement, dated as of September 1, 1985 between Issuer, as lessor, and Xxxxxxxx X. Xxxx, as lessee, and guaranteed by National Hybrid, Inc., (iii) the useIndenture of Mortgage and Trust, ownershipdated as of September 1, 1985 between Issuer and the bond trustee, (iv) the guaranty of National Hybrid, Inc. of the Project Lease Agreement, or operation (v) liens upon the property of National Hybrid, Inc. arising out of or with respect to the Retained Assetsforegoing; or (h) Seller’s any liability or Damages arising out of or in anyway relating to the failure of the National Group to make timing regulatory filings with respect to its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have profit sharing plan; or (i) as owner any liability or Damages of either of the Assets from and after the Effective Time Acquired Companies to (A) Xxxxx Xxxxx or (iiB) as a participating party in any non-consent Xxxxxxx X. Xxxxxxxx or similar operation in which a member of Seller Group does not participate from and after the Effective Timehis law firm.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representativesrepresentatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach and all loss, liability or damage suffered or incurred by Buyer in respect of any debt, obligation or liability of the Company or of Seller not disclosed in this Agreement, any of the Schedules attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Seller in this Agreement, the Schedules attached hereto, or in any other certificate or document delivered by Seller pursuant to this Agreement; (bc) any breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (ce) 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 either Seller or the Company (or any Person person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYERtransactions contemplated hereby. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 9.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement; (c) any Breach by Seller of any covenant or obligation of such Seller in this Agreement; (cd) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; (e) 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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 8.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, Agreement or in any certificate delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(ii) as having caused the condition specified in Section 5.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of such Seller in this Agreement; (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 either Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (de) any Retained Liabilities; (e) litigation involving the useCompany, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior their respective employees or representatives arising with respect to periods on or before the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities;Closing Date; and (f) any liability for Taxes to the use, ownership, or operation extent the Seller is liable under the provisions of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time12.10.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company and its their respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer GroupIndemnified Persons") forfrom and against, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage or damage, expense (including costs of investigation and defense and reasonable attorneys' fees) whether or not involving a third-party claim asserted against, imposed upon or incurred by them (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, Agreement or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities;; or (e) the use, ownership, or operation of the Assets any claim by Seller pertaining to any Excluded Matter (as defined in each Seller's Release) or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer Pre-Closing Claim (as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to defined in Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER11.11). Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and 10.2 will be the exclusive remedy available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member or the other of Buyer Group may have (i) as owner of Indemnified Persons with respect to the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timematters covered hereby.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement; (c) any Breach by Seller of any covenant or obligation of such Seller in this Agreement or in the Consulting Agreement; (cd) all business done by Seller and/or the Company with respect to the Website prior to the Closing; (e) 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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 5.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breachesor the other Indemnified Persons. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.13

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, TransAtlantic and its respective Representativeseach of their directors, stockholdersofficers, controlling personsshareholders, employees, agents and Affiliates (collectively, the "Buyer Group") for, and shall will pay to the Buyer Group Buyer, the amount of, of any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim Damages (collectively, "Damages"), defined below) arising from: (a) any Breach the inaccuracy of any representation or warranty made by Seller in this Agreement, or in any certificate delivered by Seller pursuant to ARTICLE 3 and ARTICLE 4 of this Agreement; (b) any Breach breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any claim by any Person Governmental Body, including any Turkish tax authority, that there are Taxes owed by the Company for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged period prior to have been made by any such Person with Seller (or any Person acting on its behalf) the Effective Date other than Taxes accrued in connection with any the Ordinary Course of the Contemplated TransactionsBusiness; (d) any Retained LiabilitiesProceeding, whether instituted before or after the Effective Date, arising from or in respect of facts, circumstances, acts, omissions or matters relating to the period prior to Closing; (e) any Liability or claim arising from or in respect of any facts, circumstances, acts, omissions or matters relating to the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller period prior to the Effective TimeDate, except to the extent assumed by Buyer as Assumed Liabilitiesincluding claims of, or Liability to, current or former employees; (f) without limiting the useforegoing, ownershipany Proceeding, Liability or operation claim arising from or in respect of any claim by Oymen Xxxxx or his estate, Cem Xxxxx (or Cam Xxxxx), Aladdin-Middle East, Ltd. or any of their Affiliates in the ownership of the Excluded Assets;Company, the predecessor(s)-in-interest (if any) of the Company, the Branch or any of the assets owned by the Company or the Branch; or (g) without limiting the useforegoing, ownershipany Proceeding, Liability or operation claim arising from or in respect of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title indemnification policy set forth in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner Organizational Minutes of the Assets from Corporation and after referenced in that certain Resolution of the Effective Time or (ii) Board of Directors, Thrace Basin Natural Gas Corporation – Turkey, a BVI corporation as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time1st day of March, 1997.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, and its respective Representatives, stockholderspartners, controlling persons, and Affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (excluding consequential damages), expense (including costs of investigation and defense and reasonable attorney's fees) (collectively, the "Expenses") or damagediminution of value, whether or not involving a third-party claim incurred by the Buyer Indemnified Persons (collectively, "Damages"), ) and arising fromfrom or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedules (without giving effect to any supplement to the Disclosure Schedules), or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (cd) any claim against Buyer by any Person that Buyer is liable to any extent for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged liability of Seller other than obligations specifically assumed hereunder, including, without limitation any claim with respect to have been made by any such Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities;an Employee Obligation; or (e) the useany Damages (including costs of Cleanup, ownershipcontainment or other remediation) arising, directly or indirectly, before or after Closing, out of, relating to, or operation based upon any Environmental Liabilities (as defined below) arising out of the Assets by Seller or any Affiliate of Seller prior relating to the Effective TimeEX-L Assets (before the Closing) or the Premises (at any time), except to the extent assumed that any such Damages are directly caused by the negligent acts or willful misconduct of Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ officers, directors, or employees’ performance of (or failure to perform) employees following the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYERClosing. Except for Buyer's termination rights under Articles 9 and 11 For purposes of this Agreement and the special warranty of title in the Instruments of ConveyanceAgreement, the remedies provided in this Article 10 (if Closing occurs) term Environmental Liabilities shall mean those Environmental, Health and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended Safety Liabilities that arise due to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of environmental conditions on the Assets from and after the Effective Time Premises or (ii) as a participating party in any non-consent other compliance, corrective, investigative or similar operation in which a member remedial measures concerning pollution or protection of Seller Group does not participate from and after the Effective TimeEnvironment.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer and its direct and indirect Subsidiaries, the Company and their respective Representatives, stockholders, controlling persons, and Affiliates Representatives (collectively, the "Buyer GroupBUYER INDEMNIFIED PERSONS") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (but not including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, subject to Section 5.9(h), "DamagesDAMAGES"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Letter, or in any other certificate delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of the Seller set forth in this AgreementAgreement (other than those in Sections 5.2(a), (c) or (d)); (ci) any claim by for benefits made under any Person for brokerage self-insured health benefit plan or finder's fees program covering employees of the Company (or commissions or similar payments based upon any agreement or understanding alleged to have been made by a dependent of any such Person with Seller (employee) for services rendered to such employee or any Person acting on its behalf) dependent prior to the Closing Date in connection with any excess of the Contemplated Transactions;amounts reserved for such claims on the Closing Balance Sheet, and (ii) fifty percent (50%) of the amount by which any retrospective premium adjustment on worker's compensation policies which covered the Company or its business prior to the Closing relating to any Applicable W/C Claim exceed the reserves for retrospective premium adjustments on worker's compensation policies which covered the Company or its business prior to the Closing reflected on or in the calculations of entries on the Closing Balance Sheet; or (d) any Retained Liabilities;matter disclosed in Exhibit 5.2 (ed) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, not reflected or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title reserved against in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeBalance Sheet.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. 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 Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, and its Buyer’s respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer Group"“Indemnified Persons”) forfrom and against, and shall will pay to the Buyer Group Indemnified Persons the amount of, of any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage, expense (including reasonable costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedule or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any product shipped or manufactured by, or any services provided by, the Business prior to the Closing Date; (d) any noncompliance by Seller with the applicable provisions of any fraudulent transfer law in respect of the Contemplated Transactions; and (e) 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 Seller or Seller (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; . Seller shall have no liability for indemnification with respect to claims under Section 8.2(a) until the total of all Damages with respect to such matters exceeds $25,000 at which xxxx Xxxxxx shall be liable for indemnification for all Damages with respect to such claims (dincluding the first $25,000 of such Damages). However, the immediately preceding sentence shall not apply to claims under Section 8.2(a) any Retained Liabilities; with respect to matters arising in respect of Sections 3.1, 3.3 and 3.11. Seller’s total liability for Damages pursuant to this Article VIII shall not exceed $1,500,000 except for (ei) the use, ownership, Damages relating to claims arising out of or operation related to Seller’s representations regarding ownership by Seller of the Assets by Seller or free and clear of any Affiliate of Seller prior to the Effective TimeEncumbrances as set forth in Section 3.3, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in Damages from any non-consent intentional breach by Seller of any of Seller’s representations, warranties, covenants or similar operation in which a member of obligations, and Seller Group does not participate from and after the Effective Timewill be liable for all Damages with respect to any such breaches.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer and its respective RepresentativesBuyer, stockholdersAcquisition, controlling personsthe Surviving Corporation, and Affiliates their respective affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) (collectively, "Damages"), arising fromfrom or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, or without giving effect to any supplement to Disclosure Letter with respect to matters occurring before the date of this Agreement, provided that information in any supplement to the Disclosure Letter shall not constitute a Breach if the Contemplated Transactions are consummated or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller or the Company of any covenant or obligation of Seller or the Company in this Agreement; (c) any product shipped or any services provided by Company prior to the Closing Date (other than returns in the ordinary course of business); (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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (de) any Retained Liabilities; (e) the use, ownership, or operation matter disclosed in Part 3.15 of the Assets by Disclosure Letter, including legal fees and related expenses associated with such matters, provided, however, Seller or any Affiliate of Seller prior shall not be liable for indemnification for Damages for legal fees and related expenses (with respect to the Effective Time, except matters set forth in this Section 10.2(e)) unless and only to the extent assumed by Buyer as Assumed Liabilities;that such amounts exceed Forty Thousand Dollars ($40,000.00); and (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure any claim for matters referred to perform) the Remediation work pursuant to in Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER3.8(b). Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) Section 10.2 shall be the sole and Section 2.02 (if Closing does not occur) are Buyer's and exclusive remedy available to Buyer Group's exclusive remedies or the other Indemnified Persons under this Agreement. Damages indemnified hereunder shall be reduced to the extent Buyer or the Company receives compensation from its insurance coverage for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to coversuch Damages, and provided, however, that Buyer or the Company shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets be obligated to seek recovery from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeits insurance coverage for such Damages.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after Seller will indemnify the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer Group") for, and shall will pay to the Buyer Group the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage expense (including reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim claim, which has caused actual damages to Buyer (collectively, "Damages"), arising fromas determined by (i) final and non-appealable court decision, (ii) final arbitration award or (iii) settlement concluded with the agreement of both Buyer and Seller arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (cd) any claim all present and future demands by any Person for brokerage challenging the Company's title to or finder's fees the validity of any Assets, Land Rights or commissions Mining Rights held by the Company, or similar payments based upon any agreement or understanding alleged to have been made by any asserting an Encumbrance against such Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities;rights; and (e) any liabilities (whether relating to labor, tax, environment or otherwise) imposed upon Buyer or the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence Company based on the Assets doctrine of successor liability; provided, however, that Damages arising, directly or indirectly, from or in connection with environmental and labor matters shall be responsibilities of Seller, but shall not be indemnified by Seller to Buyer under this Agreement, instead such Remediation workDamages shall be indemnified by Seller under the Mining Rights and Facilities Leasing Agreement, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement between Seller and the special warranty of title in the Instruments of ConveyanceCompany, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) dated as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timedate hereof.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholdersshareholders, controlling persons, and Affiliates (collectively, the "Buyer Group"“Indemnified Persons”) for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damagedamage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) and/or diminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedules, the supplements to the Disclosure Schedules, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach breach by Seller or the Shareholders of any covenant or obligation of Seller or the Shareholders in this AgreementAgreement or in any of the Related Agreements; (c) any product shipped or manufactured by, or any services provided by, the Company or Seller with respect to the Business prior to the Closing Date; (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 Seller Seller, the Shareholders or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilitiesmatter set forth on Schedule 9.2(e); (f) the use, ownership, or operation any revaluation of intangible assets contemplated in Section 3.5 of the Excluded Assets;Share Sale Agreement, subject to the Wartner Assignment; provided, however, nothing contained in the Wartner Assignment shall xxxxxxe in any way the Indemnified Persons’ rights and protectixxx xxx forth in this Section 9.2(f); or (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence matters set forth on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYERSchedule 9.2(g). Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 9.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for or the other Indemnified Person against Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10Subject to the limitations hereinafter set forth, from and after the Closing (or before or after if the Closing in the case of Section 10.02(c) below) occurs, Seller shall defend, indemnify, will indemnify and hold harmless Buyer and its respective RepresentativesBuyer, stockholders, controlling personsthe Acquired Companies, and Affiliates their respective Representatives and Related Persons (collectively, the "Buyer GroupIndemnified Persons") on an after-tax basis for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), penalties, fines, fees, costs, Taxes, expenses (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim claim, actually suffered by the Indemnified Persons before or after the Closing which are not otherwise indemnified or reimbursed by insurance (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement as if such representation or warranty were made on and as of the Closing Date, other than any such misrepresentation or Breach of warranty that is made by Seller as of the date of this Agreement which is subsequently disclosed in any a supplement to the Disclosure Letter and is expressly identified in the certificate delivered by Seller pursuant to this AgreementSection 2.4(a)(iii) as having caused the condition specified in Section 7.1 not to be satisfied; (b) any Breach by Seller of any covenant or obligation of Seller 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 Seller or any Acquired Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) Section 10.2 and Section 2.02 10.3 will be exclusive of and completely replace and eliminate any other remedies (if Closing does not occurincluding, without limitation, rights of subrogation, contribution or apportionment under the Comprehensive Environmental Response, Compensation or Liability Act of 1980, as amended, 42 U.S.C. ss. 9601, et seq., or any analogous state or local law, regulation or ordinance, or the common law) are Buyer's and that may be available to Buyer Group's exclusive remedies or the other Indemnified Persons for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeDamages.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "“Buyer Group"”) for, and shall pay to the Buyer Group the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim (collectively, "“Damages"”), arising from: (a) any Breach of any representation or warranty made by Seller in this Agreement, or in any certificate delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of Seller 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.WAS

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer and its respective RepresentativesPurchaser, stockholders, controlling personsthe Company, and Affiliates their respective officers, directors, shareholders, Affiliates, employees, agents and representatives (collectively, the "Buyer Group"“Indemnified Persons”) forfrom, against and shall pay to the Buyer Group the amount ofin respect of any and all claims, any lossdemands, liabilitylawsuits, demandproceedings, judgmentlosses, settlementassessments, finefines, penaltypenalties, expenseadministrative orders, costobligations, Remediation cost or expensecosts, attorneys expenses, damages (including diminution in value) and liabilities, including interest, penalties and reasonable attorneys’ fees and expenses, claim, or damage, whether or not involving a third-party claim costs of investigation (collectively, "Damages"all of the foregoing hereinafter referred to collectively as the “Claims”), arising from: which arise or result from or relate to: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Seller Disclosure Schedule or in any other certificate or document delivered by Seller or the Company pursuant to this Agreement; , (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement; Agreement or (c) any claim by any Person for brokerage Claim arising out of or finder's fees attributable to the acts or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller (or any Person acting on its behalf) in connection with any omissions of the Contemplated Transactions; (d) any Retained Liabilities; (e) the useCompany and/or its agents, ownershiprepresentatives, or operation of the Assets by Seller or any Affiliate of Seller employees and/or independent contractors prior to the Effective TimeClosing Date; provided, except however, Seller’s obligation to indemnify the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation Indemnified Persons will not extend to contractual obligations of the Excluded Assets; Company which relate to or arise out of (gi) periods commencing on or after the use, ownership, Closing Date or operation (ii) acts or omissions of the Retained Assets; or (h) Seller’s Company on or its agents’, contractors’ or employees’ performance of (or failure to perform) after the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYERClosing Date. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 8.2 will not occur) are Buyer's and Buyer Group's be exclusive of or limit any other remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended that may be available to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of Purchaser or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless the Buyer and its respective RepresentativesIndemnified Persons, stockholders, controlling persons, and Affiliates (collectively, the "Buyer Group") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any lossDamages, liabilityarising, demanddirectly or indirectly, judgment, settlement, fine, penalty, expense, cost, Remediation cost from or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim (collectively, "Damages"), arising fromin connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, Agreement or by Seller or any Related Person thereof in the European Share Purchase Agreement (without giving effect to any supplement to any Schedule) or any other certificate or document delivered by Seller or such Related Person pursuant to this AgreementAgreement or the European Share Purchase Agreement (provided, however, that this Section 10.2(a) shall only apply if the Closing shall not occur), (b) any Breach of any representation or warranty made by Seller in this Agreement or by Seller or any Related Person thereof in the European Share Purchase Agreement as if such representation or warranty were made on and as of the Closing Date (without giving effect to any supplement to any Schedule), other than any such Breach that is disclosed in a supplement to any Schedule and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(ii) as having caused the condition specified in Section 7.1 not to be satisfied; (bc) any Breach by Seller of any covenant or obligation of Seller in this Agreement or by Seller or any Related Person thereof in the European Share Purchase Agreement; (cd) the operation of the Business prior to the Closing Date, including Damages relating to any product shipped by, or any services provided by the Business or any Acquired Company or by the EU JVCo or any subsidiary or predecessor thereof prior to the Closing Date including but not limited to any liabilities assumed by the Company or any other Acquired Company arising from the Seller’s actions provided for by Attachment E to the Members’ Agreement whether pursuant to a certain Reorganization Agreement among Heatcraft Inc. or certain Affiliates thereof and a certain Heat Transfer Contribution Agreement (the “US Reorganization Agreements”) or othrwise. (e) the Proceedings and matters disclosed in Schedule 3.15 and Schedule 3.15 to the European Share Purchase Agreement; (f) 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 Seller or any Acquired Company (or any Person acting on its behalftheir behalf or on behalf of the Business for which they are responsible) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) Transactions or the use, ownership, or operation of transactions contemplated by the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets;European Share Purchase Agreement; and (g) all Losses, in the useaggregate, ownershiparising from the Livernois Contracts. On a semi-annual basis after the Closing, the Company shall prepare and deliver initially to Buyer and Seller accounting statements for each Livernois Contract in a form agreed upon by the parties (the “Contract Status Sheet”). The Contract Status Sheet shall reflect the status of the contract, the costs incurred, revenue received, expected completion date and any changes to the terms of the original contract. Once completed, a detailed income statement for the completed contract and the adjustment for any losses incurred (the “Contract Loss Adjustment”), will be prepared in accordance with GAAP which shall be subject to an audit or review by Seller’s Accountants. The Company shall make available any work papers or other information relating to the Contract Loss Adjustment then or thereafter requested by Seller’s Accountants. If Seller does not object, or operation otherwise fails to respond, to the Contract Loss Adjustment within 30 days after delivery to Seller, such Contract Loss Adjustment shall automatically become final and conclusive and shall be payable by Seller to Company within ten (10) Business Days. In the event that Seller objects to the Contract Loss Adjustment within such 30 day review period, Seller and Buyer shall promptly meet and endeavor to reach agreement as to the content of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence Contract Loss Adjustment. If Seller and Buyer agree on the Assets in connection with content of the Contract Loss Adjustment, such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 Contract Loss Adjustment shall become final and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, conclusive and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have be payable by Seller to Company within ten (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.10)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) belowa) Seller shall defend, indemnify, will indemnify and hold harmless TKOG, Buyer and its their respective Representativesrepresentatives (including all officers and directors), stockholders, controlling persons, persons and Affiliates (collectively, the "Buyer GroupINDEMNIFIED PERSONS") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and experts' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "DamagesDAMAGES"), arising fromarising, directly or indirectly, from or in connection with: (ai) any Breach breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedule, or in any other certificate or document delivered by Seller pursuant to this Agreement; (bii) any Breach breach by Seller of any covenant or obligation of Seller in this Agreement; (ciii) any claim based upon fraud; (iv) any unpaid or past due Taxes for the Pre-Closing Period, except for those Taxes reserved in the Financial Statements or set forth in Section 10.4 of the Disclosure Schedule; (v) 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 Seller (or any Person acting on its behalf) the Company in connection with the transactions contemplated hereby; and (vi) any liability or obligation of any nature (whether absolute, accrued or contingent) with respect or relating to or arising out of or in connection with "Ban the Xxxx, Inc." or PSI, Inc. (b) Notwithstanding anything in this Section 11.2 to the contrary, Seller shall not have any obligation to indemnify TKOG and Buyer for any Damages resulting from the breach of any representation or warranty of Seller contained in Section 3 of this Agreement (other than the representations and warranties contained in Section 3.23(b)): (i) until TKOG or Buyer has suffered aggregate Damages, by reason of all such breaches (excluding breaches or series of related breaches resulting in Damages of less than $10,000 (the "MINIMUM CLAIM AMOUNT")), in excess of $250,000 (the "BASKET"); provided that once TKOG's or Buyer's aggregate Damages exceed the Basket, Seller shall indemnify TKOG and Buyer for all Damages suffered by TKOG or Buyer in excess of $125,000, and (ii) to the extent the aggregate Damages TKOG or Buyer has suffered by reason of all such breaches of representations and warranties of Seller in this Agreement or in any Schedule or certificate delivered pursuant hereto exceed $2,000,000 (the "CAP"), in the absence of fraud or intentional misrepresentation, Seller will have no obligation to indemnify TKOG or Buyer for further Damages in excess of the Contemplated Transactions;Cap. For purposes of determining whether a breach of any representation or warranty of Seller contained in Section 3 of this Agreement has occurred and results in Damages in excess of the Minimum Claim Amount, the Basket or the Cap, any requirement in any representation or warranty that an event or fact be material, have a Material Adverse Effect or be qualified to Seller's Knowledge in order for such event or fact to constitute a breach of such representation or warranty (a "MATERIALITY CONDITION") shall be ignored, and if each of the claims for indemnification for breaches of representation or warranty that are subject to the Minimum Claim Amount exceeds the Minimum Claim Amount and the aggregate of all such claims exceeds the Basket, in each case ignoring all Materiality Conditions, TKOG and Buyer shall be indemnified in accordance with Section 11 hereof. (c) The remedies provided in this Section 11.2 will not be exclusive of or limit any other remedies that may be available to TKOG, Buyer or the other Indemnified Persons. (d) any Retained Liabilities; (e) Seller shall have no claim against the use, ownership, Company for contribution or operation otherwise in the event he makes a payment of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work Damages pursuant to this Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time11.2.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") ), for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement;, (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement;, (c) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date, (d) any liability or obligation of the Company arising from or accruing from the operation of the Company prior to the Closing Date, not on the Company's November 15, 2000 balance sheet or incurred in the Ordinary Course of Business thereafter (whether known or unknown and whether absolute, accrued, contingent, or otherwise), (e) 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 Seller or the Company (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Acquired Companies, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer Group"“Indemnified Persons”) for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller or the Acquired Companies in this Agreement, Agreement or in any other certificate or document delivered by Seller or the Acquired Companies pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller or the Acquired Companies in this Agreement as if such representation or warranty were made on and as of the Closing Date and is expressly identified in the certificate delivered pursuant to Section 2.6 as having caused the condition specified in Section 8.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (cd) any product sold, shipped or manufactured by, or any services provided by, any Acquired Company prior to the Closing Date; (e) any Taxes owed by the Acquired Companies relating to any period prior to the Closing Date; and (f) 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 Seller or any Acquired Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 11.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) belowa) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, each of the Targets, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer Group"“Indemnified Persons”) for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damagedamage (including incidental, special, consequential, and punitive damages), expense (including the cost of investigation and offense and reasonable attorneys’ fees), whether or not involving a third-third party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (ai) any Breach breach of any representation or warranty made by Seller in this Agreement, Agreement or in any other certificate or document delivered by Seller pursuant to this Agreement; (bii) any Breach breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date, other than any such breach that is expressly identified in the certificate delivered pursuant to Section 2.3(b)(iii) as having caused any condition specified in Section 7 not to be satisfied; and (iii) any breach by Seller of any covenant or obligation of Seller in this Agreement;. (b) The Seller will not have any liability (for indemnification or otherwise) with respect to any breach of any representation or warranty unless, on or before the twelve-month anniversary of the Closing Date, the Buyer notifies the Seller of a claim specifying the factual basis of that claim in reasonable detail to the extent then known by the Buyer. (c) any The Seller’ maximum liability for Damages with respect to a claim by any Person for brokerage indemnification or finder's fees or commissions or similar payments reimbursement based upon a breach of any agreement representation or understanding alleged warranty shall be limited to have been made by any such Person with Seller (or any Person acting on its behalf) in connection with any and shall not exceed 50% of the Contemplated Transactions;Purchase Price proceeds actually received by Seller. (d) The indemnification obligations of Seller under this Article 9 shall be the sole and exclusive remedy of the Buyer or any Retained Liabilities;other Indemnified Person available at law or in equity for any breach of any representation, warranty, covenant or other terms, conditions or obligations of Seller under this Agreement and the Buyer (on its behalf and on behalf of all Indemnified Persons) hereby waives and releases any and all tort claims and causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any tort claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement). (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's 9 shall be the exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended that may be available to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited In addition to the indemnification rights provided for in this Article 10Sections 6.3(c), from 6.6(a), 6.6(d), 6.7(a) and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) 6.7(d), Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, its Subsidiaries, and its their respective Representatives, stockholdersshareholders, controlling persons, and Affiliates (collectively, the "“Indemnified Buyer Group"Persons”) for, and shall will pay to the Indemnified Buyer Group Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees) or damagediminution of value, and any related penalties and Interest, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromincurred by any of them and arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedule, or in any other certificate or document delivered by Seller or the Company pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date; (c) any Breach by Seller of any covenant or obligation of Seller or the Company in this Agreement; (cd) any defective product shipped or manufactured by, or any defective services provided by, the Company prior to the Closing Date; (e) any liability related to the Building and the Building Transfer; (f) any liability related to Transaction Expenses; (g) any liability related to the Bonus Accruals, LTIP Accruals and Divestment Plan Accruals; (h) any liability related to the matters described in Section 4.1(h), irrespective of any information Disclosed to Buyer; or (i) 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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release or the other Indemnified Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimePersons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10Seller, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Acquired Companies, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller them in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller them pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller them in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.7(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (cd) any product shipped or manufactured by, or any services provided by, any Acquired Company prior to the Closing Date; (e) any matter disclosed in parts 3.15 of the Disclosure Letter; or (f) 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 Seller or any Acquired Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, Representatives and Affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost Loss or expense, attorneys fees and expenses, claim, or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising from: arising, directly or indirectly, from or in connection with (a) any Breach of any representation or and warranty made by Seller in this Agreement, or in any other certificate or document delivered by Seller 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 Seller of any covenant or obligation (including any indemnification obligation appearing elsewhere in this Agreement) of Seller in this Agreement; ; (c) Pre-Closing Date Claims, (d) Damages arising directly or indirectly from, or in connection with, any of the Retained Assets or Retained Liabilities; or (e) 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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of ConveyanceIf Closing occurs, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's 11 will be the exclusive remedies available to the Buyer Indemnified Persons for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have Damages incurred in connection with or related to: (i) as owner any Breach of the Assets from representations and after the Effective Time or warranties in this Agreement, and (ii) as any failure by the Seller to perform and comply with any covenants and obligations that, by their terms, were to have been performed or complied with prior to or simultaneously with the Closing, other than with respect to fraud, or with respect to willful misconduct in performing a participating party pre-closing covenant, for which all remedies at law or in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeequity will remain.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant representation or obligation of warranty made by Seller in this Agreement; (c) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (d) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; (e) 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 either Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities;; and (f) the use, ownershipany claim by Dr. William S. Gandee (i) to ownership of Shares, or operation of the Excluded Assets; (gii) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYERagainst Buyex xx xxx Xxxxxxx. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 8.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10Seller, from jointly and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defendseverally, indemnify, will indemnify and hold harmless Buyer Buyer, the Acquired Companies, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorne ys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by either Seller of any covenant or obligation of such Seller 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; ; (d) any Retained Liabilities; (e) the use, ownershipproduct shipped or manufactured by, or operation of the Assets by Seller or any Affiliate of Seller services provided by, any Acquired Company prior to the Effective Time, except to the extent assumed by Buyer as Assumed LiabilitiesClosing Date; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, indemnify and hold the Buyer or the Company (at Buyer’s option) (“Buyer Indemnities”) harmless Buyer and its respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer Group") for, and shall pay to the Buyer Group Indemnities the amount of, all debts, obligations, losses, claims, damages, liabilities, deficiencies, Proceedings, demands, assessments, orders, judgments, writs, , of any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees nature and expenses, claim, or damage, whether or not involving a third-party claim of any kind actually and directly paid by the Company (collectively, "“Damages"”), arising fromarising, directly from or in connection with: (a) any “Breach” (as defined below in this Section 11.2) of any representation or warranty made by the Seller in this Agreement; (b) any Breach of any representation or warranty made by the Seller in this Agreement, Agreement as if such representation or in any certificate delivered by Seller pursuant to this Agreement;warranty were made on and as of the Closing Date (bc) any Breach by the Seller of any covenant covenant, agreement or obligation of the Seller 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained LiabilitiesDamages arising out of the ownership, use or conduct of the business or operations of the Company on or prior to the Closing Date or any act, omission, transaction, circumstance, stated fact or other condition relating to the Company, whether known or unknown to the Seller, which existed on or prior to the Closing Date, which has constituted a breach of the Seller’ Representations and Warranties verified according to one of the procedures under Section 13 or not disputed by Seller;; (e) the use, ownershipany product shipped or manufacture by, or operation of any services provided by, the Assets by Seller or any Affiliate of Seller Company prior to the Effective TimeClosing Date, except which has caused a breach of the Seller’ Representations and Warranties verified according to one of the extent assumed procedures under Section 13 or not disputed by Seller; provided, Seller shall not be relieved of their obligation to indemnify and hold Buyer as Assumed Liabilities; Indemnities harmless (fi) the use, ownershipby reason of having made a representation or warranty, or operation having made a disclosure in the Schedules, based upon Knowledge in the event that the Knowledge of the Excluded Assets; Seller proved to be inaccurate or incorrect or (gii) the use, ownership, or operation by reason of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance fact that an adjustment of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except Purchase Price produced a more favourable situation for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the Buyer than contemplated The remedies provided in this Article 10 (if Closing occurs) Section 11.2 will be exclusive of or limit any other remedies that may be available to Buyer Indemnities and subject to what is provided for in Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches11.8 hereunder. Seller’s obligations under Section 10.02(g) are not intended to cover, and There shall not release Buyer Group frombe taken into account the time cost of money in determining Damages, neither shall be taken into account any obligations and responsibilities that any member of Buyer Group price/earnings or similar multiplier which may have (i) as owner been used by the Seller in its valuation of the Assets from and after Company. All Buyer’s Indemnities relating to Damages shall be paid firstly out the Effective Time Retention Amount. As used in this Agreement, the term “Affiliate” shall mean any Person controlled by, controlling or (ii) as under common control with such Person. For the purposes of this definition, “control” of a participating party in any non-consent Person means the power, direct or similar operation in which a member of Seller Group does not participate from and after the Effective Time.indirect, to direct or

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall will defend, indemnify, indemnify and hold harmless Buyer Plum, and its Plum’s respective past or present Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, Agreement (without giving effect to any supplement to the Exhibits) or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date, other than any such Breach that is disclosed by Seller to Plum in a pre-closing notice, is expressly identified in the certificate delivered pursuant to Section 2.4(a) as having caused the condition specified in Section 7 not to be satisfied and is expressly waived in writing by Plum; (c) any Breach by Seller of any covenant or obligation of Seller in 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 Seller or (or any Person acting on its Seller’s behalf) in connection with any of the Contemplated Transactions; (d) . Plum shall have the right to credit and setoff against the Purchase Price and any Retained Liabilities; (e) payments due under the use, ownership, or operation Note any and all of the Assets Damages, as and when incurred, which Plum incurs as a result of any Breach by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYERunder this Agreement. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.3 will not occur) are Buyer's and Buyer Group's be exclusive of or limit any other remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended that may be available to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of Plum or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10The Company and each of the Scadrons, from jointly and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defendseverally, indemnify, will indemnify and hold harmless Buyer and its respective Representatives, stockholders, controlling personsPersons, and Affiliates affiliates (collectively, the "Buyer GroupSeller Indemnified Persons") for, and shall will pay to the Buyer Group Seller Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damage, expense (including costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach breach of any representation or warranty made by Seller in this Agreement, the MDS or in the Disclosure Schedule, or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach breach by Seller of any covenant or obligation of Seller in this Agreement or any certificate or document delivered by Seller pursuant to this Agreement; (c) the failure of Seller to satisfy and discharge any claim by any Person for brokerage obligations or finder's fees liabilities arising out of or commissions or similar payments based upon any agreement or understanding alleged related to have been made by any such Person with Seller (or any Person acting on its behalf) in connection with any the ownership, operation and use of the Contemplated TransactionsPurchased Assets or the Real Property prior to the Closing, except only the Assumed Liabilities; (d) any Retained Liabilitiesclaims or demands arising out of, or in any manner connected with, the consummation of the Contemplated Transactions which are made or asserted by any officer, partner, noteholder, debtor, employee, independent contractor, agent, attorney or representative of Seller, or any of their respective heirs, executors, successors or assigns, but excluding any such claims or demands arising from any breach by Buyer of any of its representations, warranties or agreements contained herein; (e) the useany claims or demands of third parties which are based, ownershipin whole or in part, on any actions or operation of the Assets by Seller or any Affiliate conduct of Seller prior to on or before the Effective TimeClosing, except to excepting only claims or demands specifically included in the extent assumed by Buyer as Assumed Liabilities; (f) the useall matters which relate, ownershipdirectly or indirectly, or operation of to the Excluded Assets;Liabilities; or (g) the useany Damages arising, ownershipdirectly or indirectly, under or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) any Environmental Law which results from an act or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member omission of Seller Group does not participate from at any time on or prior to the Closing Date and after relates to the Effective TimePurchased Assets or the Real Property subject to the Leases.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, indemnify and hold harmless Buyer and its Affiliates and the respective Representatives, stockholders, controlling persons, and Representatives of Buyer and/or its Affiliates (collectively, the "“Buyer Group"”) for, and shall pay to the Buyer Group the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damagedamage (including reasonable legal fees and costs of investigation), whether or not involving a third-party claim (collectively, "“Damages"”), arising fromfrom any and all of the following: (a) any Breach of any representation or warranty made by Seller in this Agreement, or in any certificate delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of Seller 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent (i) assumed by Buyer as Assumed Liabilities;Liabilities or (ii) constituting Damages attributable to the use, ownership, or operation of the Buyer Affiliate Assets by Buyer or an Affiliate of Buyer; and (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of ConveyanceAgreement, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under this Section 10.02(g) 10.02 are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner operator of the Assets from before or after the Effective Time, (ii) as owner of an undivided interest in the Leases, the Equipment, the Contracts or the Surface Rights before and after the Effective Time Time, or (iiiii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and before or after the Effective Time.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company and its Subsidiaries, and their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, 74% any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedule, the supplements to the Disclosure Schedule, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date, other than any such Breach that is disclosed in a supplement to the Disclosure Schedule and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(ii) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (cd) any product shipped or manufactured by, or any services provided by, the Company or any of its Subsidiaries prior to the Closing Date; (e) 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 either Seller or the Company or any of its Subsidiaries (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities;; and (f) the use, ownership, or operation any Taxes of the Excluded Assets; Company and/or its Subsidiaries with respect to any Tax year or portion thereof ending on or before the Closing Date (g) or for any Tax year beginning before and ending after the useClosing Date, ownershipto the extent allocable to the portion of such period beginning before and ending on the Closing Date), or operation to the extent such Taxes are not reflected in the reserve for Tax liabilities shown on the Interim Bal- ance Sheet, as such reserve is adjusted for the passage of time through the closing date in accordance with the past practice and custom of the Retained Assets; or (h) Seller’s or Company and its agents’, contractors’ or employees’ performance Subsidiaries in filing their Tax Returns. Buyer shall request payment of (or failure Damages to perform) the Remediation work be made by a claim against funds held in escrow pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeEscrow Agreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company and its their respective Representatives, stockholders, controlling persons, Affiliates and Affiliates Representatives (collectively, the "Buyer GroupBUYER INDEMNIFIED Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (but not including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, subject to Section 5.9(d), "DamagesDAMAGES"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of the Seller set forth in this AgreementAgreement (other than those in Sections 5.2(a), (c) or (d)); (ci) any claim by for benefits made under any Person for brokerage self-insured health benefit plan or finder's fees program covering employees of the Company (or commissions or similar payments based upon any agreement or understanding alleged to have been made by a dependent of any such Person with Seller (employee) for services rendered to such employee or any Person acting on its behalf) dependent prior to the Closing Date in connection with any excess of the Contemplated Transactions;amounts reserved for such claims on the Closing Balance Sheet, and (ii) the amount by which any retrospective premium adjustment on worker's compensation policies which covered the Company or its business prior to the Closing relating to any Applicable W/C Claim exceed the reserves for retrospective premium adjustments on worker's compensation policies which covered the Company or its business prior to the Closing reflected on or in the calculations of entries on the Closing Balance Sheet; or (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets matter disclosed in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.Exhibit 5.2

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any claim product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; (d) any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or the Company has or had an interest, or (B) any Hazardous Materials or other contaminants that were present on the Facilities or such other properties and assets at any time on or prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, or otherwise handled by the Company or by any other Person for brokerage whose conduct they are or finder's may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted by the Company or by any other Person for whose conduct they are or may be held responsible; (e) the matters disclosed in Parts 3.8 and 3.13 of the Disclosure Letter arising out of the leasehold interests of the Company in the Facilities located at 1079 Little York, Houston, Texas, and 213 Mill Street, Wintervillem Nxxxx Xxxxxxxx; (x) xxx xxxxx xx xxx Xxxxxx xxx xxxxxxxxx xx xxxxxx'x fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) , regardless of whether disclosed in the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets;Disclosure Letter; or (g) the useany event, ownership, matter or operation facts that are disclosed as a result of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance audit of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for BuyerCompany's termination rights under Articles 9 and 11 of this Agreement balance sheet and the special warranty related statements of title income or cash flow for the year ended December 31, 2004 referenced in the Instruments of ConveyanceSection 2.6, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, that would make any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time financial statements referenced in Section 3.4 to be untrue or (ii) as a participating party inaccurate in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timematerial respect.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10Following consummation of the Contemplated Transactions, from and after the Closing (or before or after the Closing in the case of subject to Section 10.02(c) below) 10.1, Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, its successors and its respective Representativesassigns, stockholders, controlling persons, and Affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date, other than any such Breach that is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of such Seller in this Agreement; (cd) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date but only to the extent not covered by insurance and not in excess of the Company's historical claims experience as of the Closing Date; or (e) 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 either Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless the Buyer and its respective RepresentativesIndemnified Persons, stockholders, controlling persons, and Affiliates (collectively, the "Buyer Group") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any lossDamages, liabilityarising, demanddirectly or indirectly, judgment, settlement, fine, penalty, expense, cost, Remediation cost from or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim (collectively, "Damages"), arising fromin connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, Agreement or by Seller or any Related Person thereof in the US Share Purchase Agreement (without giving effect to any supplement to any Schedule) or any other certificate or document delivered by Seller or such Related Person pursuant to this AgreementAgreement or the US Share Purchase Agreement (provided, however, that this Section 10.2(a) shall only apply if the Closing shall not occur), (b) any Breach of any representation or warranty made by Seller in this Agreement or by Seller or any Related Person thereof in the US Share Purchase Agreement as if such representation or warranty were made on and as of the Closing Date (without giving effect to any supplement to any Schedule), other than any such Breach that is disclosed in a supplement to any Schedule and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(ii) as having caused the condition specified in Section 7.1 not to be satisfied; (bc) any Breach by Seller of any covenant or obligation of Seller in this Agreement or by Seller or any Related Person thereof in the US Share Purchase Agreement; (cd) the operation of the Business prior to the Closing Date, including but not limited to Damages relating to (i) any unpaid employee-related costs, expenses and Taxes (and any fines or penalties for non-payment thereof) that have not been accrued or reserved as a liability in determining the Closing Date Net Assets and (ii) any product shipped by, or any services provided by the Business or any Acquired Company or by the US JVCo or any subsidiary or predecessor thereof prior to the Closing Date; (e) any activities of any Acquired Company that are not related to the Business as conducted as of the Closing Date; (f) the Proceedings and matters disclosed in Schedule 3. 15 and Schedule 3.15 to the US Share Purchase Agreement; or (g) 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 Seller or any Acquired Company (or any Person acting on its behalftheir behalf or on behalf of the Business for which they are responsible) in connection with any of the Contemplated Transactions; Transactions or the transactions contemplated by the US Share Purchase Agreement. Notwithstanding the provisions of clauses (da) any Retained Liabilities; and (eb) the useof this Section 10.2, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by that Seller can prove (and Seller has the burden of proof in that regard) that Buyer as Assumed Liabilities; (f) the use, ownership, had Knowledge that any of Seller's representations or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets warranties contained in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title or in the Instruments US Share Purchase Agreement were false at the time such agreement was signed, Seller shall have no indemnification obligation for the Breach of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time such representation or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timewarranty.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Acquired Companies, and its their respective Representatives, stockholdersshareholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller, each Seller under the respective Purchase Agreements, NSL, DLT or Lalande in this AgreementAgreement or any of the respective Purchase Agreements (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, any Disclosure Letter delivered pursuant to the respective Purchase Agreements, the supplements to the Disclosure Letter, the supplements to any Disclosure Letter delivered pursuant to the respective Purchase Agreements, or in any other certificate or document delivered by Seller pursuant to Seller, NSL, DLT, Lalande or any of the Sellers under this AgreementAgreement or under the respective Purchase Agreements; (b) any Breach of any representation or warranty made by Seller, each Seller under the respective Purchase Agreements, NSL, DLT or Lalande in this Agreement or any of the respective Purchase Agreements as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter or any Disclosure Letter delivered pursuant to the respective Purchase Agreements, other than any such Breach that is disclosed in a supplement to the Disclosure Letter or a supplement to any Disclosure Letter delivered pursuant to the respective Purchase Agreements and is expressly identified in the certificate delivered pursuant to Section 2.5(a)(iv) or the corresponding section in each Purchase (c) any Breach by Seller, each Seller under the respective Purchase Agreements, NSL, DLT or Lalande of any covenant or obligation of Seller, each Seller under the respective Purchase Agreements, NSL, DLT or Lalande in this Agreement; (cd) any claim by any Person Person, other than Metis Financial LLC, 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 Seller Seller, NSL, any other NSL Acquired Company (as defined in the respective Purchase Agreements), DLT, any other DLT Acquired Company, Lalande or any other Lalande Acquired Company (as defined in the respective Purchase Agreements) (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities;; or (e) any claim by any Person with respect to AFS; provided, however, that Seller shall have no obligation to make any payment to Indemnified Persons under Sections 10.2 and 10.3 unless the use, ownership, or operation aggregate amount to which the Indemnified Persons are entitled by reason of all claims under Sections 10.2 and 10.3 and under corresponding sections of the Assets Purchase Agreements exceeds the sum of (i) $50,000 in the aggregate under Sections 10.2 and 10.3 and under the corresponding sections of the Purchase Agreements and (ii) any amounts collected under the Acquired Companies' errors and omissions policies, it being understood that only after such sum is exceeded, shall the aggregate of all claims under Sections 10.2 and 10.3 and under corresponding sections of the Purchase Agreements, subject to the following clause, be payable by Seller or on demand; and further provided that Seller shall have no obligation to make any Affiliate of Seller prior payment, in the aggregate, to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation Indemnified Persons under Sections 10.2 and 10.3 in excess of the Excluded Assets; (g) the use, ownership, or operation Seller's proportional share of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) aggregate Purchase Price received by Seller and each Seller under the Remediation work respective Purchase Agreements pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 Article II of this Agreement and the special warranty of title in the Instruments of Conveyance, the respective Purchase Agreements. The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer and its the Company, and their respective Representatives, stockholdersshareholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of Seller 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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities;loss, cost, or liability (including punitive damages, legal fees and other expenses) not otherwise covered by insurance that the Buyer or the Company may incur as a result of, or relating to, those items set forth in Part 3.14 of the Disclosure Schedule; or (e) any fixed obligation for a specified sum of money which arose or accrued before the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; Closing Date which should have been (fin accordance with GAAP) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence reflected on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for BuyerCompany's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title balance sheet used in the Instruments determination of ConveyanceAdjusted Net Worth, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does but which was not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeso reflected .

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, indemnify and hold harmless Buyer Buyer, the Company, Okeechobee Egg and its their respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer Group"“Indemnified Persons”) for, and shall pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller Seller, the Company, TFS Holdings or any Shareholder in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller Seller, the Company, TFS Holdings or any Shareholder of any covenant or obligation of Seller any party in this Agreement; (c) any product produced, remarketed, sold or shipped by, services provided by, or the conduct of the Business or any other operations of Seller, the Company or any of their Affiliates prior to the Closing; (d) 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 TFS Holdings, the Shareholders, Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (de) any Retained Liabilities; (e) Breach of any representation or warranty made by Seller, TFS Holdings or the use, ownership, Shareholders in this Agreement as if such representation or operation warranty were made on and as of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed LiabilitiesClosing Date; (f) the useany matters disclosed or required to be disclosed in Parts 2.11, ownership2.12, 2.15, 2.16 or operation 5.13 of the Excluded AssetsDisclosure Letter; (g) the use, ownership, or ownership and operation of Seller, the Retained AssetsCompany and/or any of their respective Affiliates prior to the Closing; orand (h) Seller’s any Plan established or its agents’, contractors’ maintained by or employees’ performance of (or failure to perform) for the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member benefit of Seller Group does not participate from and after or the Effective TimeCompany.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, members, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees, and, with respect to representations and warranties contained in Section 3.16, costs of cleanup, containment, or damageother remediation) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, Agreement or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement; (c) any Breach by Seller of any covenant or obligation of Seller in 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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) . Buyer will be entitled to control any Retained Liabilities; (e) the useCleanup, ownershipany related Proceeding, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Timeand, except as provided in the following sentence, any other Proceeding with respect to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets which indemnity may be sought in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYERa breach of Section 3.16. Except The procedure described in Section 7.4 will apply to any claim solely for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the monetary damages relating to a matter covered by Section 3.16. The remedies provided in this Article 10 Section 7.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons. Notwithstanding the foregoing, Buyer shall be entitled to indemnification under this Agreement only if the aggregate amount of Damages suffered by Buyer exceeds US$200,000 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. the “Basket”); provided however, that the Seller’s obligations obligation to indemnify any Indemnified Persons under Section 10.02(g) are not intended to cover, and this Agreement shall not release exceed US$4,750,000 (the “Cap”); provided further, that to the extent that the Company would be entitled to indemnification from any third party under an Applicable Contract, Buyer Group from, any obligations shall be entitled to indemnification hereunder only after Buyer and responsibilities that any member of Buyer Group may the Company shall have made commercially reasonable efforts to preserve and enforce its rights to such indemnification from such third party (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time“Company Indemnity”).

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Acquired Companies, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) a. any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; b. any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date or the Escrow Release Date (bas applicable) without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; c. any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; d. any product shipped or manufactured by, or any services provided by, any Acquired Company prior to the Closing Date or (cif applicable) the Escrow Release Date; e. any matter disclosed in the Disclosure Letter; or f. 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 either Seller or any Acquired Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10Seller, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller or Housewares in this Agreement, the Disclosure Schedule, or in any other certificate or document delivered by Seller and Housewares pursuant to this Agreement; (b) any Breach by Seller or Housewares of any covenant or obligation of Seller or Housewares in this Agreement;; or (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 Seller or Housewares (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; . Notwithstanding the foregoing, Seller will not have any obligation to indemnify Buyer against Damages until Buyer has suffered aggregate Damages by reason of all such Breaches of Twenty-Five Thousand Dollars (d$25,000) any Retained Liabilities; (e) the use, ownership, or operation "Damage Threshold"). Seller's indemnification will only extend to those Damages in excess of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYERDamage Threshold. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 12.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10Seller, from jointly and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defendseverally, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (d) any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date; (cd) any matter disclosed in the Disclosure Letter; or (e) 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 either Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer TGI, the Company, and its their respective Representativesrepresentatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach breach of any representation or warranty made by Seller in this Agreement, the Company's Disclosure Letter or in any other certificate or document delivered by Seller or the Company pursuant to this Agreement, unless such breach is cured to TGI's satisfaction or waived in writing by TGI prior to Closing; (b) any Breach breach by Seller or the Company of any covenant or obligation of Seller in this Agreement; , unless such breach is cured to TGI's satisfaction or waived in writing by TGI, prior to Closing; (c) any product shipped or any services provided by the Company or any Subsidiary prior to the Closing Date, less the net amount of any insurance proceeds received by the Company in connection therewith; (d) any claim or assessment for unpaid taxes or for failure to file accurate or appropriate returns, in excess of the amounts accrued therefor on the Balance Sheet, (in part relating to the pending IRS audit of the Company for the tax year 1995 the outcome of which may affect open tax years 1995, 1997, and 1998) including without, United States, state and/or local income, profits, franchise, sales, use, occupancy, property (real and personal), ad valorem, excise, value added, withholding, payroll, transfer and other taxes (including interest, penalties and any additions to tax) due from the Company or any Subsidiary or claimed to be due from the Company or any Subsidiary by any taxing authority for all periods through the Closing Date, including taxes which may accrue for periods up to Closing Date but which have not become due and owing, and including taxes which are attributable to the distribution described in Section 5.9 hereof; (e) any use, release, threatened release, emission, generation, storage, transportation, disposal, or arrangement for the disposal of Hazardous Materials prior to the Closing Date by the Company or any Subsidiary or the presence of any Hazardous Materials or circumstance or condition at any Facility which would require remediation or other action under any Environmental Laws, including, without limitation, the cost of any environmental response action or liability under the Comprehensive Environmental Response, Compensation and Liability Act whether such loss accrues, is required or is necessary prior to the Closing Date, to the full extent that such loss is attributable, in whole or in part, directly or indirectly, to the presence, use, emission, generation, storage, transportation, release, threatened release, disposal, or arrangements for disposal of Hazardous Materials at any Facility or on any other properties to which the Company, its Subsidiaries or affiliates or any other prior owner or operator of any Facility has sent or arranged for the disposal of Hazardous Materials prior to the Closing Date. All terms used in this paragraph and not otherwise defined herein shall be given the meaning provided under the Environmental Laws; (f) the lawsuits and claims asserted in the following actions: American Builders & Contractors Supply Co., Inc., et al. v. Bestway Trucking Co., et al. and The Metropolitan Government of Nashville and Davidson County, et al. v. Bestway Trucking et al.; and any matter disclosed in Part 3.17(b) of the Company's Disclosure Letter; (g) any claim by any Person 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 person with either Seller or the Company (or any Person person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except the fees of Scopelitis, Garvin, Light & Hxxxxx to the extent assumed included in the amount paid by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained AssetsCompany under Section 10.1 hereof; or (h) Seller’s any claim made by any creditor or its agents’other third party with respect to the distributions and/or transactions set forth in Section 5.9 hereof, contractors’ or employees’ performance related to the purchase of (or failure to perform) a portion of the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation workassets of DLS Leasing, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies Inc. as provided in this Article 10 (if Closing occurs) Section 5.10; and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time any claim by Vxxxxxx Xxxxxxxxxxxx, his heirs, representatives, assigns or (ii) as a participating any other third party in any non-consent or similar operation way relating to the redemption by the Company of his ownership interest in which a member the Company, other than for payment of Seller Group does not participate from and after the Effective TimeBxxxxxxxxxxx Indebtedness.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will ------------------------------------------------ indemnify and hold harmless Buyer Buyer, the Companies, and its their respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees), penalties, fines, compliance costs, or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement as of the Closing Date, the schedules hereto, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant covenant, agreement, or obligation of Seller in this Agreement; (c) any product shipped or manufactured by, or any services provided by, the Companies prior to the Closing Date; (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 Seller or the Companies (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities;transactions contemplated by this Agreement; and (e) the useany direct or indirect liability or obligation of any Company with respect to any subsidiary (including, ownershipwithout limitation, CMS Environmental, Inc.), division, department, business, investment, or operation of the Assets by Seller any such Company that was discontinued, sold, transferred, disposed of, dissolved, or any Affiliate of Seller liquidated on or prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, Closing Date or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYERSection 3.09. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments event of Conveyancefraud or willful misconduct by Seller, the remedies provided indemnification provisions in this Article 10 (if Closing occurs) VI are the sole and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) a breach of any representation, warranty, covenant, agreement or obligation hereunder and are not intended to coverin lieu of any statutory, and shall not release Buyer Group from, equitable or common law remedy any obligations and responsibilities that any member of Buyer Group party may have (i) as owner for breach of the Assets from and after the Effective Time representation, warranty, covenant, agreement or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeobligation.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer and its Xxxx, and their respective Representatives, stockholders, controlling persons, Representatives and Affiliates (collectively, the "Buyer Group"“Indemnified Persons”) for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ and accountants’ fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller or Xxxx in this Agreement, the Disclosure Schedule, the supplements to the Disclosure Schedule, or in any other certificate or document delivered by Seller or Xxxx pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller or Xxxx in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Schedule; (c) any Breach by Seller of any covenant of its covenants or obligation of Seller obligations in this Agreement; (cd) any claim by any Person arising from any incident connected to or detailed in an adverse event report, a product recall or any similar event relating to products shipped or actions taken or omitted prior to Closing; (e) any claim in connection with the transaction by any Person based on an employment agreement, whether oral or written, or any similar Contract between Xxxx and any of its former or current employees; (f) any Tax liability or any other liability of Buyer or Xxxx in connection with any bonus payments that may be made by Seller to Xxxx employees in connection with the consummation of the transactions contemplated by this Agreement; (g) any claim against Xxxx by any of the persons identified on Exhibit 10.2(g) to this Agreement; (h) [***]; (i) [***]; and (j) 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 Seller or Xxxx (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and or the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timetransactions contemplated hereby.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10Seller and the Seller's Indemnifiers, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defendseverally pro rata to their individual interests, indemnify, will indemnify and hold harmless Buyer and its respective Representatives, stockholdersshareholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupBuyer's Indemnified Persons") for, and shall will pay to the Buyer Group Buyer's Indemnified Persons the amount ofof Damages arising, any lossdirectly or indirectly, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost from or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim (collectively, "Damages"), arising fromin connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date (without giving effect to any supplement to the Disclosure Letter) other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.5(a)(iv) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of Seller in 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, indemnify and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "“Buyer Group"”) for, and shall pay to the Buyer Group the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim (collectively, "“Damages"”), arising from: (a) any Breach of any representation or warranty made by Seller in this Agreement, or in any certificate delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of Seller 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) any Existing Environmental Liabilities; (f) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (fg) the use, ownership, or operation of the Excluded Assets; (gh) the use, ownership, or operation of the Retained Assets; or (hi) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work carried out pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's ’s termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of ConveyanceAgreement, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's ’s and Buyer Group's ’s exclusive remedies for Seller's ’s Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Acquired Companies, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) a. any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (bb. any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; c. any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (c) d. any product shipped or manufactured by, or any services provided by, any Acquired Company prior to the Closing Date; e. any matter disclosed in the Disclosure Letter; or f. 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 either Seller or any Acquired Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Each Seller shall defend, indemnify, will severally but not jointly indemnify and hold harmless Buyer Buyer, Acquired Companies and its their respective Representatives, stockholders, controlling persons, stockholders and Affiliates (collectively, the "Buyer Group"“Buyer’s Indemnified Persons”) for, and shall will pay to the Buyer Group Buyer’s Indemnified Persons: (a) such Seller’s Pro Rata Percentage of the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expensesLiability, claim, damage or damageexpense (including costs of investigation and defense and reasonable attorneys’ fees), whether or not involving a third-party claim Third Party Claim (collectively, "“Damages"”), arising from: arising, directly or indirectly, from or in connection with (ai) any Breach of any representation or warranty made by Seller Holdings in this Agreement, or in any certificate delivered by Seller pursuant to this Agreement; (bii) any Breach by Seller Holdings of any covenant or obligation of Seller Holdings in this Agreement; , or (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 Seller any of the Acquired Companies (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (eb) the useamount of Damages arising, ownershipdirectly or indirectly, from or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner any Breach of the Assets from and after the Effective Time any representation or warranty made by such Seller in this Agreement, or (ii) as a participating party any Breach by such Seller of any covenant or obligation of such Seller in this Agreement; and (c) any nonLiability of the Acquired Companies with respect to any Proceeding by or with the Hunter Group Ltd. for claims arising out of its acquisition from the Acquired Companies of one (1) drier, Aeroglide Model TU 00-consent or similar operation in which a member 0-00 -0 XXX (A) — SERIAL NUMBER 06054-01, purchased pursuant to contract No. 06351-C-A-0506-A1, dated May 19, 2006 (regardless of Seller Group does not participate from and after whether such matter is disclosed on the Effective Timedisclosure schedule to this Agreement).

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Acquired Companies, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates, but excluding the stockholders of PW Eagle, Inc. or any successor thereto (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Buyer, the Acquired Companies and their Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damage, CONSEQUENTIAL AND INCIDENTAL DAMAGES (ONLY WITH RESPECT TO ANY BREACH OF THE REPRESENTATIONS CONTAINED IN SECTION 3.22, THE COVENANTS CONTAINED IN SECTION 9.5 OR AS SPECIFICALLY PROVIDED IN SECTION 10.5), LOST PROFITS (ONLY WITH RESPECT TO ANY BREACH OF THE REPRESENTATIONS CONTAINED IN SECTION 3.22 OR THE COVENANTS CONTAINED IN SECTION 9.5) and expense (including actual costs of defense and reasonable attorneys' fees), whether or not involving a third-party claim claim, to the extent that such loss, liability, claim, damage and expense exceeds the amount, if any, reserved for such loss, liability, claim, damage or expense on the Final Working Capital Statement (collectively, "Damages"), arising fromdirectly or indirectly from or in connection with: (a) any Breach of a representation or warranty made by Seller in this Agreement, the Disclosure Letter or any other certificate delivered by Seller pursuant to this Agreement which was within the actual knowledge of Xxxxx Xxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxxxx; (b) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Letter or in any other certificate delivered by Seller pursuant to this Agreement, provided that except as set forth in Section 10.2(c) and 10.2(h), a claim for indemnity is made to Seller within one year after the Closing Date; (bc) any Breach of any representation or warranty in Sections 3.3(a), 3.11 and 3.13, provided that a claim for indemnity is made to Seller on or before forty-five days following the expiration of statutes of limitation with respect to matters covered therein (giving effect to any waiver, mitigation, or extension thereof); (d) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any , provided that a claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged indemnity is made to have been made by any such Person with Seller (or any Person acting on its behalf) in connection with any of within forty-five days after the Contemplated Transactions; (d) any Retained Liabilitiescovenant expires; (e) the useexcept as set forth in Sections 10.3, ownership10.4 and 10.5, any liability or obligation of any Acquired Company relating to, arising out of, or operation incurred during periods prior to or on the Closing Date other than the Permitted Liabilities, provided that a claim for indemnity is made to Seller within one year of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed LiabilitiesClosing Date; (f) any matter listed on Schedule 10.2(f), to the use, ownership, or operation of extent such matter occurred prior to the Excluded AssetsClosing Date; (g) any proceeding brought by an employee or former employee of an Acquired Company relating to or arising out of such claimant's employment with an Acquired Company on or prior to the useClosing Date, ownershipprovided that a claim for indemnity is made to Seller on or before forty-five days following the expiration of statutes of limitation with respect to matters covered therein (giving effect to any waiver, mitigation, or operation of the Retained Assetsextension thereof); orand (h) Seller’s a Breach of a representation or its agents’warranty contained in Section 3.22, contractors’ provided that a claim for indemnity is made to Seller within eight years of the Closing Date. Notwithstanding anything to the contrary in this Agreement, obligations and liabilities of any Acquired Company under contracts or employees’ performance agreements entered into prior to the Closing Date will not be deemed to relate to or arise out of (any period prior to, and will not accrue or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyancebe incurred until, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations date on which performance by the Acquired Company is due under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time such contracts or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeagreements.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) belowa) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Purchaser and its respective Representativesofficers, stockholdersdirectors, controlling personsemployees, agents and Affiliates (collectively, the "Buyer GroupPurchaser Indemnified Parties") for, and shall will pay to the Buyer Group such indemnified persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, Taxes, damage or damageexpense (including costs of investigation and defense and reasonable attorneys' and professionals' fees), whether or not involving a third-party claim Third Party Claim, and not considering the benefit of any such item to Purchaser for Tax purposes (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a1) any Breach breach of any representation or warranty made by Seller in this Agreement, Article III or in any certificate delivered Article IV by Seller or the Company pursuant to this AgreementAgreement or the other documents that confirms or otherwise relates to such representations or warranties; (b2) any Breach breach by Seller of any covenant or obligation of Seller or the Company 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained AssetsArticle VI; or (h3) Seller’s fraud by the Company or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets Seller in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in Transactions. (b) Purchaser will indemnify and hold harmless Seller and his respective Affiliates (together with the Instruments of ConveyancePurchaser Indemnified Parties, the remedies provided in this Article 10 (if Closing occurs"Indemnified Parties," and each such party individually, an "Indemnified Party") and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to coverfor, and shall not release Buyer Group fromwill pay to such indemnified persons the amount of, any obligations Damages arising, directly or indirectly, from or in connection with: (1) any breach of any representation or warranty made by Purchaser in Article V or the other documents that confirms or otherwise relates to such representations or warranties; (2) any breach by Purchaser of any covenant or obligation of Purchaser in Article VI; or (3) fraud by Purchaser in connection with this Agreement and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeTransactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company and its Subsidiaries, and their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, 74% any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedule, the supplements to the Disclosure Schedule, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date, other than any such Breach that is disclosed in a supplement to the Disclosure Schedule and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(ii) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (cd) any product shipped or manufactured by, or any services provided by, the Company or any of its Subsidiaries prior to the Closing Date; (e) 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 either Seller or the Company or any of its Subsidiaries (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (df) any Retained Liabilities; (e) the use, ownership, or operation Taxes of the Assets by Seller Company and/or its Subsidiaries with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Affiliate of Seller prior to Tax year beginning before and ending after the Effective TimeClosing Date, except to the extent assumed by Buyer allocable to the portion of such period beginning before and ending on the Closing Date), to the extent such Taxes are not reflected in the reserve for Tax liabilities shown on the Interim Balance Sheet, as Assumed Liabilities; (f) such reserve is adjusted for the use, ownership, or operation passage of time through the closing date in accordance with the past practice and custom of the Excluded Assets; (g) the use, ownership, or operation Company and its Subsidiaries in filing their Tax Returns. Buyer shall request payment of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure Damages to perform) the Remediation work be made by a claim against funds held in escrow pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeEscrow Agreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company and its their respective Representatives, stockholders, controlling persons, Affiliates and Affiliates Representatives (collectively, the "Buyer GroupBUYER INDEMNIFIED PERSONS") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (but not including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, subject to Section 5.9(d), "DamagesDAMAGES"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach by Seller of any covenant or obligation of the Seller set forth in this AgreementAgreement (other than those in Sections 5.2(a), (c) or (d)); (ci) any claim by for benefits made under any Person for brokerage self-insured health benefit plan or finder's fees program covering employees of the Company (or commissions or similar payments based upon any agreement or understanding alleged to have been made by a dependent of any such Person with Seller (employee) for services rendered to such employee or any Person acting on its behalf) dependent prior to the Closing Date in connection with any excess of the Contemplated Transactions;amounts reserved for such claims on the Closing Balance Sheet, and (ii) the amount by which any retrospective premium adjustment on worker's compensation policies which covered the Company or its business prior to the Closing relating to any Applicable W/C Claim exceed the reserves for retrospective premium adjustments on worker's compensation policies which covered the Company or its business prior to the Closing reflected on or in the calculations of entries on the Closing Balance Sheet; or (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets matter disclosed in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.Exhibit 5.2

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, TransAtlantic and its respective Representativeseach of their directors, stockholdersofficers, controlling personsshareholders, employees, agents and Affiliates (collectively, the "Buyer Group") for, and shall will pay to the Buyer Group Buyer, the amount of, of any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim Damages (collectively, "Damages"), defined below) arising from: (a) any Breach the inaccuracy of any representation or warranty made by Seller in this Agreement, or in any certificate delivered by Seller pursuant to ARTICLE 3 and ARTICLE 4 of this Agreement; (b) any Breach breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any claim by any Person Governmental Body, including any Turkish tax authority, that there are Taxes owed by the Company for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged period prior to have been made by any such Person with Seller (or any Person acting on its behalf) the Effective Date other than Taxes accrued in connection with any the Ordinary Course of the Contemplated TransactionsBusiness; (d) any Retained LiabilitiesProceeding, whether instituted before or after the Effective Date, arising from or in respect of facts, circumstances, acts, omissions or matters relating to the period prior to Closing; (e) any Liability or claim arising from or in respect of any facts, circumstances, acts, omissions or matters relating to the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller period prior to the Effective TimeDate, except to the extent assumed by Buyer as Assumed Liabilitiesincluding claims of, or Liability to, current or former employees; (f) without limiting the useforegoing, ownershipany Proceeding, Liability or operation claim arising from or in respect of any claim by Oymen Xxxxx or his estate, Cem Xxxxx (or Cam Xxxxx), Aladdin-Middle East, Ltd. or any of their Affiliates in the ownership of the Excluded Assets;Company, the predecessor(s)-in-interest (if any) of the Company, the Branch or any of the assets owned by the Company or the Branch; or (g) without limiting the useforegoing, ownershipany Proceeding, Liability or operation claim arising from or in respect of the Retained Assets; or (h) Seller’s or its agents’indemnification policy set forth in the Organizational Minutes of the Corporation and referenced in that certain Resolution of the Board of Directors, contractors’ or employees’ performance Thrace Basin Natural Gas Corporation – Turkey, a BVI corporation as of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work1st day of March, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER1997. Except for Buyer's termination rights under Articles 9 and 11 For purposes of this Agreement the term “Damages” shall mean all costs, losses (including diminution in value), liabilities, deficiencies, claims and the special warranty expenses (which include interest, penalties, cost of title mitigation, attorney’s fees and amounts paid in the Instruments investigation, defense or settlement of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time claim or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeLiability).

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, indemnify and hold harmless Buyer Purchaser, and its respective Representatives, stockholdersshareholders, controlling persons, affiliates, and Affiliates successors (collectively, the "Buyer Group"“Indemnified Persons”) for, and shall pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any misrepresentation or Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Memorandum), the Disclosure Memorandum, any supplement to the Disclosure Memorandum, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any misrepresentation or Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Memorandum, other than any such Breach that is disclosed in a supplement to the Disclosure Memorandum and is expressly identified in the certificate delivered pursuant to Section 3.2(a)(ii) as having caused the condition specified in Section 8.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement, including, without limitation, its obligation to terminate any employees of Pretty Xxxxx Xxx and satisfy any amounts owed to such persons by reason of such termination under law; (cd) 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities;; and (e) the use, ownership, any liability or operation of the Assets by Seller or any Affiliate obligation of Seller prior to the Effective Timeof any nature whatsoever, except to for the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's 11.2 shall be exclusive of any other financial remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended that may be available to coverPurchaser or the other Indemnified Persons with respect to any Breach of any representation, and shall not release Buyer Group fromwarranty, or covenant set forth in this Agreement, the Disclosure Memorandum, any obligations supplement to the Disclosure Memorandum, or any other certificate or document delivered pursuant to this Agreement, except for rights to specific performance and responsibilities that any member similar remedies not involving the payment of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timedamages.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after Subject to the Closing (or before or after the Closing in the case provisions of Section 10.02(c) below) 10.4 and Section 10.8 hereof, other than Tax Claims, with respect to which Seller's indemnification obligations shall be governed exclusively by the provisions of Section 10.6 hereof, Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, Acquired Companies, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (excluding, however, incidental, consequential and special or damagepunitive damages, except as expressly provided for in Section 10.8(c)), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (considered without regard to any qualifications by, or in any certificate delivered by Seller pursuant references to, materiality or Knowledge), the Disclosure Letter and the supplements to this Agreementthe Disclosure Letter; (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any claim Damage incurred by any Person for brokerage Acquired Company as a result of any product sold or finder's fees service rendered by or commissions on behalf of any Acquired Company on or similar payments based upon any agreement or understanding alleged prior to have been made by any such Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated TransactionsClosing Date; (d) any Retained Liabilitiesand all Environmental Liabilities that may be imposed upon or incurred by Buyer or any of the Acquired Companies arising out of or in connection with: (i) any and all Environmental Conditions, known or unknown, existing on or prior to the Closing Date on, at, or underlying any of the Facilities, (ii) the ownership or operation of the Acquired Companies on or prior to the Closing Date, or (iii) the on-site or off-site handling, storage, treatment or disposal of any Hazardous Materials generated by Seller or any of the Acquired Companies on or prior to the Closing Date, in each case whether or not there has been any breach by Seller of any representation or warranty contained in Section 3.19 hereof; (e) any Damage arising from the use, ownership, or operation transfer of the Assets by Seller or any Affiliate of Seller prior Airplane from the Company to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities;Seller; or (f) any Damage arising from the useSunTrust Litigation; provided, ownershiphowever, that the term "Damages" shall not include or operation otherwise take into account any reduction in or application, utilization or diminution of any "net operating loss" of any of the Excluded Assets; (g) the useAcquired Companies, ownership, or operation as such term is defined respectively for federal and state income tax purposes in Section 172 of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) IRC and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner 40-18-35.1 of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member Code of Seller Group does not participate from and after the Effective TimeAlabama 1975.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10Following the Closing, from each Seller, jointly and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defendseverally, indemnify, will indemnify and hold harmless Buyer Buyer, each Company, and its their respective Representatives, members, stockholders, controlling persons, Affiliates, Subsidiaries, successors, and Affiliates assigns (collectively, the "“Buyer Group"Indemnified Persons”) for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, cost, liability, demanddamage or expense (including, judgmentwithout limitation, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees costs and expenses, claim, or damage, whether or not involving a third-party claim expenses of investigation and litigation and reasonable attorney’s fees) (collectively, "“Damages"), arising ”) resulting from: : (ai) any Breach breach of any representation or warranty made by Seller or any Company in this AgreementAgreement (without giving effect to any supplement to the Seller Disclosure Letter) and/or any other Seller’s Closing Documents, the Seller Disclosure Letter, the supplements to the Seller Disclosure Letter, and/or any other certificate or in any certificate document delivered by Seller pursuant to this Agreement; Agreement that is attached hereto as a Schedule or an Exhibit, including, without limitation, any Damages resulting from any Proceeding or investigation by any Governmental Body with respect to any such breach; (bii) any Breach breach by Seller or any Company (but in the case of a Company, with respect only to pre-Closing covenants of such Company) of any covenant or obligation of Seller in this Agreement; Agreement and/or any of Seller’s Closing Documents and/or any other agreement or document delivered by Seller or each Company pursuant to this Agreement that is attached hereto as a Schedule or Exhibit; and (ciii) any claim by violations of any Person for brokerage Governmental Authorization or finder's fees Environmental Laws, including the Release at, on, above, below or commissions near any Site Control Property or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller (or any Person acting on its behalf) in connection with any Solar Power Project, of any Hazardous Substances, to the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, extent caused or operation of the Assets exacerbated by Seller or any Affiliate of Seller Acquired Entity prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeDate.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10(a) Subject always to Sections 9.4(b) and 9.4(c) hereof, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer Group") Purchaser for, and shall will pay to the Buyer Group Purchaser the amount of, of any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim expense (collectively, including reasonable costs of investigation and defense and reasonable attorney's fees) ("Damages"), arising from: directly from (ai) any Breach breach of any representation or warranty made by the Seller in under this Agreement, or in any certificate delivered by Seller pursuant to this Agreement; Agreement and (bii) any Breach breach by the Seller of any covenant or other obligation of the Seller under this Agreement provided that such indemnification obligations shall survive the Closing for a period of one year; and provided that if any indemnification claim has been asserted with reasonable specificity as to the nature, subject matter and basis of the claim, the Seller's indemnification obligations hereunder shall continue in effect until final resolution of any such claim. (b) The Purchaser hereby waives any right it has or may hereafter acquire, to receive any indirect, consequential or punitive damages arising from, related to or in connection with this Agreement;Agreement or the breach, termination or invalidity hereof. (c) any claim by any Person The Seller will have no liability under Section 9.4(a) of this Agreement until the total of all Damages exceeds US$5 million. The Seller's aggregate liability 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 Seller (or any Person acting on its behalf) Damages under Section 9.4 of this Agreement shall in connection with any of the Contemplated Transactions;no event exceed US$50 million. (d) any Retained Liabilities; (e) For the useavoidance of doubt, ownershipexcept as set forth in Section 9.5 and 9.6 hereof, or operation the rights to indemnification of the Assets Purchaser set forth in this Section 9.4 shall be the sole remedy that the Purchaser shall have against the Seller for breach by the Seller or any Affiliate of Seller prior to the Effective Timeits representations, except to the extent assumed by Buyer as Assumed Liabilities; (f) the usewarranties, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights covenants and obligations under Articles 9 and 11 of this Agreement and except as set forth in this Section 9.4, the special warranty Purchaser hereby waives all rights of title recourse that the Purchaser might have against the Seller for breach by the Seller of any of the Seller's representations, warranties, covenants or obligations under this Agreement, including without limitation any remedies or rights of recourse set forth in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeIndonesian Civil Code.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in (a) Subject to the other terms and conditions of this Article 108, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, indemnify and hold harmless defend each of Buyer and its Affiliates (including the Acquired Companies) and their respective Representatives, stockholders, controlling persons, and Affiliates Representatives (collectively, the "“Buyer Group"Indemnitees”) foragainst, and shall hold each of them harmless from and against, and shall pay to and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Group the amount Indemnitees based upon, arising out of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost with respect to or expense, attorneys fees and expenses, claim, or damage, whether or not involving a third-party claim (collectively, "Damages"), arising fromby reason of: (ai) any inaccuracy in or Breach of any representation of the representations or warranty made by warranties of Seller contained in this Agreement, Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (ii) any Breach or non-fulfillment of any covenant or obligation to be performed by Seller pursuant to this Agreement;. (iii) any Environmental, Health, and Safety Liabilities arising out of or relating to: (1)(A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Seller or any Acquired Company has or had an interest, or (B) any Hazardous Materials or other contaminants that were present on the Facilities or such other properties and assets at any time on or prior to the Closing Date; or (2) (A) any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, or otherwise handled by Seller or any Acquired Company or by any other Person for whose conduct they are or may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted by Seller or any Acquired Company or by any other Person for whose conduct they are or may be held responsible; or (iv) any 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 Seller or any Acquired 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 Acquired Companies prior to the Closing Date, or from Hazardous Material that was (1) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (2) Released or allegedly Released by Seller or any Acquired Company or any other Person for whose conduct they are or may be held responsible, at any time on or prior to the Closing Date. (b) Buyer will be entitled to control any Breach by Seller of Cleanup, any covenant or obligation of Seller related Proceeding, and, except as provided in the following sentence, any other Proceeding with respect to which indemnity may be sought under this Agreement;Section 8.2. (c) any claim by any Person Notwithstanding the foregoing, the indemnification obligations of the Buyer pursuant to this Section 8.2 shall be subject to the following limitations: (i) Seller shall not be liable to Buyer Indemnitee for brokerage the indemnification obligations under this Section 8.2 until the aggregate amount of all Losses with respect thereto exceeds Twenty-Five Thousand Dollars ($25,000) (the “Basket”), in which event the Seller shall be required to pay or finder's fees or commissions or similar payments be liable for all such Losses in excess of Twenty-Five Thousand Dollars ($25,000); provided, however, that the Basket shall not apply to claims based upon any agreement fraud, intentional misrepresentation or understanding alleged willful misconduct; (ii) Seller shall not be liable to have been made by any such Person with Seller Buyer Indemnitees for the indemnification obligations under this Section 8.2 (or any Person acting on its behalf) in connection with any excluding indemnification obligations arising from Breaches of the Contemplated Transactions;Fundamental Representations to which no limitation will apply) that exceed Seven Hundred Fifty Thousand Dollars ($750,000) (the “Cap”); provided, however, that the Cap shall not apply to claims based upon fraud, intentional misrepresentation or willful misconduct. (d) Indemnity claims shall be reduced by, and to the extent, that Buyer Indemnitees shall actually receive cash proceeds under insurance policies, risk sharing pools, or similar arrangements specifically as a result of, and in compensation for, the subject matter of an indemnity claim by a Buyer Indemnitee; provided, that the availability of such proceeds for any Retained Liabilities;indemnity claim shall not be a defense to such Claim or be utilized as a means of delaying indemnification payments hereunder. (e) For purposes of determining the useamount of losses resulting from any breach of a representation or warranty, ownershipall qualifications or exceptions in any representation or warranty relating to or referring to the terms "material", "materiality", "in all material respects", "material adverse effect" or operation any similar term or phrase shall be disregarded, it being the understanding of the Assets by Seller or any Affiliate parties that for purposes of Seller prior to determining liability under this Article 8 the Effective Time, except to representations and warranties of the extent assumed by Buyer parties contained in this Agreement shall be read as Assumed Liabilities;if such terms and phrases were not included in them. (f) Any amounts received by Buyer pursuant to this Section 8.2 shall be for the use, ownership, or operation benefit of Buyer’s account and not for the benefit of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeAcquired Companies.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, agrees to indemnify and hold harmless Buyer Buyer, Buyer’s Affiliates, each of their respective officers, directors, employees, agents, successors and its respective Representatives, stockholders, controlling personspermitted assigns, and Affiliates the JV Companies (collectively, the "“Buyer Group"Indemnified Persons”) forfrom, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demandClaim, judgment, settlement, fine, penaltydamage, expense, cost, Remediation cost fine or expense, attorneys fees and expenses, claim, or damagepenalty (including reasonable attorneys’ fees, whether or not involving a third-party claim Claim) (collectively, "“Damages")”) actually incurred by any such Buyer Indemnified Persons, arising from: (a) any Breach the breach of any representation or warranty made by of Seller set forth in this Agreement, Article III or in any the certificate delivered by Seller pursuant to this AgreementSection 8.02(h); (b) any Breach breach by Seller of any covenant or obligation of Seller set forth herein or in this Agreementthe certificate delivered pursuant to Section 8.02(h); (c) Taxes imposed on or assessed against the JV Companies for any claim by Pre-Closing Tax Periods (but excluding 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 Seller (or any Person acting on its behalf) in connection with any Taxes arising solely out of the Contemplated TransactionsPre-Closing Reorganization) to the extent such Taxes were not specifically accounted for in the calculation of Net Working Capital or Long-Term Liabilities; (d) any Retained Liabilities;known or unknown Environmental Claims (including, without limitation, Environmental Claims arising out of the Known Environmental Issues) of or against any JV Company arising out of the ownership of the Purchased Stakes, the Assets or the operation of the Business prior to the Closing Date (excluding, however, any Environmental Claims (i) to the extent arising as a result of a change in Environmental Laws after the Closing Date or (ii) any acts or omissions of the JV Companies occurring after the Closing Date); or (e) any environmental remediation of any Known Environmental Issue undertaken by any JV Company after the useClosing Date, ownershipprovided that Seller’s indemnity obligation under this Section 9.02(e) shall not apply to (i) any remediation undertaken in connection with an Environmental Claim (which shall be governed by Section 9.02(d)), (ii) any remediation undertaken other than to the extent necessary to comply with applicable Environmental Laws, or operation (iii) any remediation to the extent required due to a change in the operations of the Business or the use of the Assets by Seller or any Affiliate of Seller prior to after the Effective Time, except to Closing Date other than a change in the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation operations of the Excluded Assets; (g) Business or the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner use of the Assets from and after the Effective Time or (ii) required as a participating party in any non-consent result of applicable Environmental Laws or similar operation in which a member of Seller Group does not participate from and after the Effective TimeGovernmental Authorities.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer TGI, the Company, and its their respective Representativesrepresentatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach breach of any representation or warranty made by Seller in this Agreement, the Company's Disclosure Letter or in any other certificate or document delivered by Seller or the Company pursuant to this Agreement, unless such breach is cured to TGI's satisfaction or waived in writing by TGI, prior to Closing; (b) any Breach breach by Seller or the Company of any covenant or obligation of Seller in this Agreement; , unless such breach is cured to TGI's satisfaction or waived in writing by TGI, prior to Closing; (c) any product shipped or any services provided by the Company prior to the Closing Date, less the net amount of any insurance proceeds received by the Company in connection therewith; (d) any claim or assessment for unpaid taxes or for failure to file accurate or appropriate returns, in excess of the amounts accrued for unpaid taxes on the Balance Sheet (in part relating to the pending IRS audit of the Company for tax year 1996, the outcome of which may affect open tax years 1995, 1997, and 1998), including without limitation, United States, state and/or local income, profits, franchise, sales, use, occupancy, property (real and personal), ad valorem, excise, value added, withholding, payroll, transfer and other taxes (including interest, penalties and any additions to tax) due from the Company or claimed to be due from the Company by any taxing authority for all periods through the Closing Date, including taxes which may accrue for periods up to Closing Date but which have not become due and owing, and including taxes which are attributable to the distribution described in Section 5.9 hereof; (e) any use, release, threatened release, emission, generation, storage, transportation, disposal, or arrangement for the disposal of Hazardous Materials prior to the Closing Date by the Company or the presence of any Hazardous Materials or circumstance or condition at any Facility which would require remediation or other action under any Environmental Laws, including, without limitation, the cost of any environmental response action or liability under the Comprehensive Environmental Response, Compensation and Liability Act whether such loss accrues, is required or is necessary prior to the Closing Date, to the full extent that such loss is attributable, in whole or in part, directly or indirectly, to the presence, use, emission, generation, storage, transportation, release, threatened release, disposal, or arrangements for disposal of Hazardous Materials at any Facility or on any other properties to which the Company, its affiliates or any other prior owner or operator of any Facility has sent or arranged for the disposal of Hazardous Materials prior to the Closing Date. All terms used in this paragraph and not otherwise defined herein shall be given the meaning provided under the Environmental Laws; (f) any claim by any Person 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 person with either Seller or the Company (or any Person person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; ; (g) any claim made by any creditor or other third party related to the usesale of assets by the Company to Bestway Trucking, ownership, or operation Inc. and distribution of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies proceeds therefrom as provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time5.8.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10Sellers (other than the Minority Sellers), from jointly and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defendseverally, indemnify, will indemnify and hold harmless Buyer and its respective RepresentativesBuyer, stockholders, controlling personsthe Acquired Companies, and Affiliates their respective officers, directors and employees (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages paid by an Indemnified Person to a third party), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromincurred, directly or indirectly, in connection with: (a) any material Breach of any representation or warranty made by Seller the Company or Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller Sellers pursuant to this Agreement; (b) any Breach of any representation or warranty made by the Company or Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate (c) any Breach by the Company or any Seller of any covenant or obligation of the Company or such Seller in 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 the Company or any Seller or any Acquired Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies or the other Indemnified Persons. The Minority Sellers will have no liability to the Indemnified Persons for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner a breach of the Assets representations and warranties set forth in Section 3 (except with respect to Section 3B) or for any breach by the Company or the other Sellers of their respective obligations pursuant to this Agreement (provided, however, that nothing herein shall relieve a Minority Seller from its obligations pursuant to Sections 2, 11.2, 11.3 and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time11.6 hereof).

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10(a) Subject to expiration of the Survival Period, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, Company will indemnify and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, persons and Affiliates affiliates (collectively, the "Buyer Groupthe_"Buyer's Indemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromor resulting, directly or indirectly, from or in connection with: (ai) __any Breach of any representation or warranty made by Seller the Company in this Agreement, Agreement or in any other certificate or document delivered by Seller the Company pursuant to this Agreement; (bii) __any Breach by Seller the Company of any covenant or obligation of Seller the Company in this Agreement or in any Seller's Closing Documents or any other document delivered by the Company pursuant to this Agreement;; and (ciii) __the failure of the Seller to pay any claim by any Person for brokerage or finderliability relating to the Inmate Assets not constituting Assumed Liabilities. (b) Notwithstanding the foregoing, Seller shall not be liable to the Buyer's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller (Indemnified Persons or any Person acting on its behalfof them for any Damages until Damages exceed_$100,000 in the aggregate (the_"Threshold") and in connection with any no event shall Seller be liable to the Buyer and the Buyer's Indemnified Persons_for Damages in excess of the Contemplated Transactions; Purchase Price (d) any Retained Liabilities; (e) the_"Indemnity_Cap"); provided, however, if Damages exceed the useThreshold, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior shall be liable for all Damages up to the Effective TimeIndemnity Cap, except to including the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time$100,000 Threshold amount.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, jointly and severally indemnify and hold harmless Buyer and its respective Representatives, stockholders, controlling persons, representatives and Affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (excluding incidental and consequential damages and lost profits), expense (including costs of investigation and defense and reasonable attorneys' fees), or damagediminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (after giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date after giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in the Disclosure Letter or any supplement to the Disclosure Letter; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (cd) any claims which may be made against Buyer by any Person, including, any Proceeding against Buyer, which arise from the conduct of the business of Seller prior to the Closing (other than the Assumed Liabilities), including any claims arising from any products sold by, or services performed by, Seller prior to the Closing Date; (e) 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 Seller (or any Person acting on its Seller's behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilitiestransactions contemplated hereby; (f) the use, ownership, or operation of the Excluded AssetsLiabilities; (g) Taxes associated with the use, ownership, or operation of Assets arising before the Retained AssetsClosing Date; orand (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYERWARN. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's 13 will be exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release limit any other remedies that may be available to Buyer Group from, any obligations and responsibilities that any member of or the other Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective TimeIndemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, collectively the "Buyer GroupIndemnified Persons") for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees) or damagediminution of value, whether or not involving a third-party claim (collectively, collectively "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement as of the date hereof (without giving effect to any supplement to the Disclosure Schedules), the Disclosure Schedules, the supplements to the Disclosure Schedules, or in any other certificate or document delivered by Seller pursuant to this AgreementAgreement other than any such Breach that is disclosed in a supplement to the Disclosure Schedule accepted by Buyer and is expressly identified in the certificate delivered pursuant to Sections 2.4(a)(viii), as having caused the condition specified in Section 7.1 not to be satisfied; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Schedules; (c) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (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 either Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the The remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does 10.2 will not occur) are Buyer's and be exclusive of or limit any other remedies that may be available to Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of or the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timeother Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, will indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer Group"“Indemnified Persons”) for, and shall will pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys’ fees) or damagediminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising fromarising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) any Breach of any representation or warranty made by Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by Seller of any covenant or obligation of the Seller in this Agreement;; or (cd) 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 Seller or the Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; (d) any Retained Liabilities; (e) the use, ownership, or operation of the Assets by Seller or any Affiliate of Seller prior to the Effective Time, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation of the Excluded Assets; (g) the use, ownership, or operation of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of the Assets from and after the Effective Time or (ii) as a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Time.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited in this Article 10, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, indemnify and hold the Buyer or Target (at Buyer’s option) (“Buyer Indemnities”) harmless Buyer and its respective Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer Group") for, and shall pay to the Buyer Group Indemnities of the amount of, all debts, obligations, losses, claims, damages, liabilities, deficiencies, Proceedings, demands, assessments, orders, judgments, writs, of any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees nature and expenses, claim, or damage, whether or not involving a third-party claim of any kind actually and directly paid by Target (collectively, "“Damages"”), arising fromarising, directly from or in connection with: (a) any “Breach” (as defined above in Section 7.4 and below in this Section 11.2) of any representation or warranty made by the Seller in this Agreement; (b) any Breach of any representation or warranty made by the Seller in this Agreement, Agreement as if such representation or in any certificate delivered by Seller pursuant to this Agreement;warranty were made on and as of the Closing Date (bc) any Breach by the Seller of any covenant covenant, agreement or obligation of the Seller 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 Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any Retained LiabilitiesDamages arising out of the ownership, use or conduct of the business or operations of the Company or Target on or prior to the Closing Date or any act, omission, transaction, circumstance, stated fact or other condition relating to the Company, the Business or Target, whether known or unknown to the Seller, which existed on or prior to the Closing Date, which has constituted a breach of the Seller’ Representations and Warranties verified according to one of the procedures under Section 13 or not disputed by Seller; (e) the use, ownershipany product shipped or manufacture by, or operation of any services provided by, the Assets by Seller Company or any Affiliate of Seller Target prior to the Effective TimeClosing Date, except to the extent assumed by Buyer as Assumed Liabilities; (f) the use, ownership, or operation which has caused a breach of the Excluded Assets; (g) the use, ownership, or operation Seller’s Representations and Warranties verified according to one of the Retained Assets; or (h) Seller’s or its agents’, contractors’ or employees’ performance of (or failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations procedures under Section 10.02(g) are 13 or not intended to coverdisputed by Seller; provided, and Seller shall not release be relieved of their obligation to indemnify and hold Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have Indemnities harmless (i) as owner by reason of having made a representation or warranty, or having made a disclosure in the Schedules, based upon Knowledge in the event that the Knowledge of the Assets from and after the Effective Time Seller proved to be inaccurate or incorrect or (ii) as by reason of the fact that an adjustment of the Purchase Price produced a participating party in any non-consent or similar operation in which a member of Seller Group does not participate from and after the Effective Timemore favourable situation for Buyer than contemplated.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Except as otherwise limited To the fullest ------------------------------------------------ extent permitted by law, but subject to the limitations set forth in this Article 10Section 9.4, from and after the Closing (or before or after the Closing in the case of Section 10.02(c) below) Seller shall defend, indemnify, indemnify and hold harmless Buyer Buyer, the Company, and its their respective Representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer GroupIndemnified Persons") for, and shall pay to the Buyer Group Indemnified Persons the amount of, any loss, liability, demand, judgment, settlement, fine, penalty, expense, cost, Remediation cost or expense, attorneys fees and expenses, claim, or damage, expense (including costs of investigation and defense and reasonable attorneys' fees, and including, subject to the limitations in Section 9.4.4, consequential damages) less amounts recovered after exercise of Best Efforts by Buyer and Company (net of the costs of such efforts) under available insurance policies, whether or not involving a third-party claim (collectively, "Damages"), arising fromarising, directly or indirectly, from or in connection with: (a) 9.2.1 any Breach of any representation or warranty made by Seller in this Agreement, the Disclosure Schedule, the supplements to the Disclosure Schedule, or in any other certificate or document delivered by Seller pursuant to this Agreement; (b) 9.2.2 any Breach by Seller of any covenant or obligation of Seller in this Agreement; 9.2.3 any demands, causes of action, damages, costs, expenses, attorneys' fees, property damage, bodily injury, personal injury, contract disputes, penalties, or losses to the extent they arise out of, relate to or result from the Company's completed operations, construction work in process as of the Closing Date, including warranty claims (cexpress or implied), defective or poor workmanship in construction, or strict products liability, whether said liability or claims arise in contract, tort, or strict liability, and regardless of whether any of the above involve negligence on the part of Buyer, except where Buyer's negligence or willful misconduct is a substantial contributing cause of damage, Buyer shall make a good faith allocation of Buyer's and Seller's (including Company's) any claim respective responsibility for such damage and provide such written allocation to Seller. Buyer's allocation shall be presumed correct unless within 30 days after Seller's receipt of such allocation, Seller gives written notice to Buyer objecting thereto, together with a detailed explanation of the allocation that Seller asserts in good faith to be appropriate. If the parties do not agree on the allocation of responsibility within 30 days of Buyer's receipt of Seller's notice, either party may seek a resolution of the dispute by any Person arbitration pursuant to Section 10.3. Seller shall bear the burden of proving its allocation is correct in the arbitration proceeding. Notwithstanding the foregoing, (a) recovery by Buyer under this Section 9.2.3 shall be limited as set forth in Section 9.4.6, and (b) as to matters for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to which warranty reserves have been made by set aside as listed in Disclosure Schedule 3.17.2 and for which Seller has not received credit on the Closing Financial Statement, indemnification shall apply only to the extent that claims exceed the amount of those reserves which Company and Buyer, after Best Efforts (and net of the cost of such efforts) are able to collect and apply to the costs of such warranty matters. 9.2.4 any such Person with Seller claims for Damages (including costs of cleanup, containment, or any Person acting on its behalfother remediation) arising, directly or indirectly, from or in connection with any Environmental, Health, and Safety Liabilities arising out of the Contemplated Transactions; (d) or relating to any Retained Liabilities; (e) the useHazardous Materials or other contaminants, ownershipwherever located, that were, or operation of the Assets were allegedly, generated, transported, stored, treated, released, or otherwise handled by Seller or the Company or their contractors, subcontractors, agents, or Affiliates at any Affiliate of Seller time on or prior to the Effective Time, except to the extent assumed by Buyer as Assumed LiabilitiesClosing; (f) the use, ownership, or operation 9.2.5 any claims relating to Taxes of the Excluded AssetsCompany and its operations, for the period from its incorporation through the Closing Date, which are not fully reserved against in the Closing Financial Statements; (g) 9.2.6 any claims against the useCompany relating to, ownership, by or operation of from the Retained Assets; orDuc Trusts; (h) Seller’s or its agents’, contractors’ or employees’ performance of (or 9.2.7 the Company's failure to perform) the Remediation work pursuant to Section 11.13(a) or their presence on the Assets in connection with such Remediation work, WHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF BUYER GROUP, OR ANY PERSON OR ENTITY, UNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF BUYER OR ANY OFFICER, DIRECTOR, OR EMPLOYEE OR AGENT OF BUYER. Except for Buyer's termination rights under Articles 9 and 11 of this Agreement and the special warranty of title in the Instruments of Conveyance, the remedies provided in this Article 10 (if Closing occurs) and Section 2.02 (if Closing does not occur) are Buyer's and Buyer Group's exclusive remedies for Seller's Breaches. Seller’s obligations under Section 10.02(g) are not intended to cover, and shall not release Buyer Group from, any obligations and responsibilities that any member of Buyer Group may have (i) as owner of obtain all necessary licenses to conduct its business and activities prior to the Assets from and after the Effective Time Closing Date, or (ii) conduct its business and activities prior to the Closing Date in conformity with the requirements of its licenses; 9.2.8 any other claims against the Company relating to or arising out of the conduct of the Company's business and operations prior to the Closing Date; 9.2.9 as a participating party to the Clearbrook Project, any excess of direct onsite construction costs (as defined in Disclosure Schedule 9.2.9) above $60 per square foot for the 21 "split lot" homes in such project, provided that any non-consent such excess shall be offset by 50% of amount, if any, by which the average sales price for said 21 homes exceeds $402,000 (said sales price to include the base home price plus any view premiums, but to exclude any upgrades), and provided further that Seller's maximum exposure to Buyer under this Section 9.2.9 shall be $500,000; and 9.2.10 as to the Clearbrook Project, (a) an amount equal to the water district assessment imposed on the Project, if Buyer is unable to obtain, after Seller has exercised Best Efforts to assist Buyer, all necessary approvals to enable Buyer to pass such assessment through to the homebuyers in such Project, and (b) any claims asserted by Xxxx Xxxxx, his successors, affiliates or similar operation in which a member assigns, against Buyer relating to such assessments and/or Xxxxx'x ability to seek or obtain reimbursement of Seller Group does not participate from and after the Effective Timeany costs pertaining thereto.