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

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (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 their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSellers will, jointly and severallyseverely, will indemnify and hold harmless Buyer, the each Acquired Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers or the Acquired Companies in this Agreement, the Exhibits attached hereto, Agreement or any other certificate or document delivered by Sellers or the Acquired Companies pursuant to this Agreement; (b) any Breach by Sellers of any covenant or obligation of Sellers in this Agreement; (c) any breach of Taxes owed by any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of Acquired Company relating to any period prior to the Closing Date;; and (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (e) 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 Sellers or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 12.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers(a) Each Seller, jointly and severallyseverally but not jointly, will shall indemnify and hold harmless BuyerPurchaser, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Purchaser Indemnified Persons"”) for, from and will against and shall pay to the relevant Purchaser Indemnified Persons the amount ofof any and all losses, any lossliabilities, liabilityclaims, claimdamages (excluding incidental, damage (including incidental punitive and consequential damages), expense deficiencies, judgments, fines, penalties, fees, costs and expenses (including costs of investigation and defense and reasonable attorneys' ’ fees) or diminution and diminutions in value of valuethe Product(s), whether or not involving a third-party claim (collectively, "“Damages"”), incurred by such Purchaser Indemnified Person arising directly or indirectly from or in connection with any breach of any representation or warranty of such Seller contained in Section 2 hereof or any covenant or obligation of such Seller in this Agreement. (b) Each Seller, severally but not jointly, will indemnify and hold harmless the Purchaser Indemnified Persons for, and will pay to the applicable Purchaser Indemnified Persons the amount of any Damages arising, directly or indirectly, from or in connection with: (ai) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in the Company under Section 3 hereof; *** Portions of this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers page have been omitted pursuant to this Agreement;a request for Confidential Treatment filed separately with the Commission. (cii) any breach Breach of any representation or warranty made by Sellers in the Company with respect to any certificate or other document delivered by the Company pursuant to this Agreement as if such representation or warranty were made on and as of the Closing Date;Agreement; or (diii) any Breach by either Seller the Company of any covenant or obligation of such Seller the Company in this Agreement;. (eiv) Notwithstanding the foregoing, at the election of a Purchaser Indemnified Person, in its sole discretion (but subject to the provisions of this Section 7), to the extent that any claim Purchaser Indemnified Person is (or may be) entitled to be indemnified by any Seller for Damages hereunder, a Purchaser Indemnified Person shall be entitled (without limiting any other remedy available to such Purchaser Indemnified Person) to recover such Damages by set off against any amounts owed to such Seller under the Option Purchase Agreement; provided, that to the extent the amount so set-off exceeds the amount of Damages for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged which it is finally determined that such Purchaser Indemnified Person is entitled to have been made by any be indemnified, promptly following such Person with either Seller or the Company (or any person acting on their behalf) in connection with any of the transactions contemplated herebyfinal determination, Purchaser shall remit such excess to such Seller. The remedies provided in this Section 9.2 7.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Purchaser Indemnified PersonsPersons under this Section 7.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation of liability and remedies set forth in Section 10.5, Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) any Breach by either Seller Sellers of any covenant or obligation of such Seller Sellers in this Agreement; (d) subject to any applicable reserves shown on the Closing Financial Statements or, if applicable and in lieu thereof, the final determination of the Accountants under Section 2.6 hereof, any claim by any Person based on any alleged defect in any product shipped, manufactured or sold by, or any services provided by or through, 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 Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions, except for any such fees or commissions paid or payable by the Company as set forth in Part 3.26 of the Disclosure Letter. The If any portion of such fees or commissions is payable by the Company after the Closing Date, the amount thereof shall be reflected as a liability on the certificate to be delivered pursuant to Section 2.4(a)(iii) and on the Closing Financial Statements and the liability for such fees or commissions shall be included in the determination under Section 2.6.; (f) any claim by any current or former shareholder of the Company or participant in the CXT ESOP against the Company based on any alleged act or omission of any current or former officer or director of the Company or current or former trustee of the CXT ESOT alleged to have occurred prior to the Closing Date; or (g) any claim by any current or former officer or director of the Company or current or former trustee of the CXT ESOT for indemnification pursuant to the Organizational Documents of the Company or the written agreement between the Company and the ESOT Trustee. Except as provided in Section 10.5, the remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, and each individually, will indemnify and hold harmless BuyerPurchaser, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as (other than any Breach of the Closing Datewhich Purchaser has knowledge prior to Closing); (db) any Breach by either Seller Sellers of any covenant or obligation of such Seller Sellers in this Agreement;Agreement (other than any Breach of which Purchaser has knowledge prior to Closing); or (ec) 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 (Sellers or any person acting on their behalf) Acquired Company in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 will not be exclusive (d) any and all undisclosed liabilities of or limit any other remedies that may be available to Buyer either the Sellers or the other Indemnified PersonsAcquired Companies which are asserted by any person or entity (including Federal, State or Local tax deficiencies following any audits) subsequent to the Closing Date and which arose during the period of time preceding the Closing Date, except to the extent reflected in the Closing Date Balance Sheet.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSellers will, jointly and severallyseverely, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers or the Company in this Agreement, the Exhibits attached hereto, Agreement or any other certificate or document delivered by Sellers or the Company pursuant to this Agreement; (b) any Breach by Sellers of any covenant or obligation of Sellers in this Agreement; (c) any breach of Taxes owed by the Company relating to any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of period prior to the Closing Date;; and (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (e) 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 Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 11.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, Sellers agree that they shall jointly and severally, will severally indemnify and hold harmless Buyer, the CompanyBuyer’s Affiliates, and each of their respective representativesofficers, stockholdersdirectors, controlling personsemployees, agents, successors and affiliates assigns (collectively, the "“Buyer Indemnified Persons"”) forfrom, and will pay to the Buyer Indemnified Persons the amount of, any loss, liabilityLiability, claimClaim, damage damage, expense, fine or penalty (including incidental and consequential damages)the same as they relate to injury to any Person or property, expense (including reasonable costs of investigation and defense defense, and reasonable attorneys' ’ fees) or diminution of value, whether or not involving a third-party claim Third‑Party Claim) (collectively, "“Damages"”), arising, directly or indirectly, from or in connection with: (a) any and all lossthe breach, liability untruth or damage suffered or incurred by Buyer in respect inaccuracy of any debt, obligation representation or liability warranty of the Company or of any Seller not disclosed in this Agreement, any of the Exhibits attached hereto, set forth herein or in writing to Buyer prior to the Closing Dateany certificate or document delivered pursuant hereto; (b) any breach or non-fulfillment by any Seller of any representation covenant or warranty made by Sellers obligation set forth herein or in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreementhereto; (c) any breach of Claim that is related to any representation known or warranty made by Sellers in this Agreement as if such representation unknown Off-Site Environmental Matter or warranty were made on and as of the Closing Dateany Hazardous Material Personal Injury; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (e) any claim 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 any Seller or the Company (or any person Person acting on their any Seller’s behalf) in connection with the Transaction; or (e) any Excluded Liabilities (for the avoidance of the transactions contemplated hereby. The remedies provided in this Section 9.2 will doubt, Sellers’ indemnification of Buyer Indemnified Persons with respect to Excluded Liabilities shall not be exclusive preclude Sellers from seeking Damages with respect to a breach of any Buyer covenant or limit any other remedies that may be available to Buyer representation or the other Indemnified Personswarranty relating thereto).

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless BuyerTGI, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, Company's Disclosure Letter or any other certificate or document delivered by Sellers or the Company pursuant to this Agreement; (cb) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either Seller Company of any covenant or obligation of such Seller in this Agreement; ; (c) any product shipped or any services provided by the Company or any Subsidiary prior to the Closing Date; (d) any claim for unpaid taxes or for failure to file appropriate returns above the amounts accrued therefor on the Balance Sheet, 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 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; (e) any use, release, threatened release, emission, generation, storage, transportation, disposal, or arrangement for the disposal of Hazardous Materials 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) 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 acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified PersonsContemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSubject to the provisions of Section 5.4 hereof, jointly and severally, each of the Sellers will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholdersunitholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either Seller any of the Sellers of any covenant or obligation of such Seller in this Agreement; (ec) 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 any of the Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions; (d) the Company's or any Seller's failure to pay any Taxes that are imposed on the Company or Sellers for the periods prior to January 1, 1999; (e) any claim by any Person with respect to any act or omission of the Company or Sellers with regard to the Company prior to January 1, 1999; (f) subject to the limitations of Section 5.4(d) hereof, the failure of gas delivered under the Gathering Agreement to conform to the CO2 specification set forth therein. In the event Buyer receives notice that its gas will be shut-in pursuant to Section 4.2 of the Gathering Agreement solely as a result of BRGI (as defined in the Gathering Agreement) electing to exercise its rights under Article 4.2 of Appendix A to the Gathering Agreement for high CO2 content and not as a result of any force majeure event, Buyer shall provide written notice to Sellers thereof no later than forty-eight (48) hours after receipt of notification from BRGI under the Gathering Agreement. Buyer and Sellers shall jointly cooperate with one another to find a mutually acceptable resolution to BRGI's refusal to accept the gas as a result of high CO2 content that will minimize Sellers' liability under this indemnity provision. Buyer shall take no action with respect thereto without Sellers having adequate opportunity to exercise its rights under Section 5.4(d) hereof; provided, however, if Sellers are unable to timely provide an alternative pursuant to section 5.4(d), Buyer shall have the right to enter into another agreement with a third Person giving due regard to minimizing Sellers obligations under this indemnity provision. The remedies provided in this Section 9.2 5.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons; provided, however, the limitations set forth in Section 5.4 hereof shall limit all liabilities of Sellers to Buyer or any Indemnified Person under this Agreement, the Disclosure Letter or any other certificate or document delivered to Sellers pursuant to this Agreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers(a) Subject to the limitations, jointly restrictions and conditions set forth in this Agreement, each of the Stockholders will severally, will but not jointly, indemnify and hold harmless BuyerPurchaser, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Purchaser Indemnified Persons") for, and will pay to the Purchaser Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: : (ai) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers such Stockholder in this Agreement; or (ii) any Breach by such Stockholder of any covenant or obligation of such Stockholder in this Agreement. (b) Subject to the limitations, restrictions and conditions set forth in this Agreement, each of the Exhibits attached heretoStockholders will severally but not jointly indemnify and hold harmless each of the Purchaser Indemnified Persons for, or pay to the Purchaser Indemnified Persons the amount of any other certificate Damages arising, directly or document delivered by Sellers pursuant to this Agreement; indirectly, from or in connection with: (ci) any breach Breach of any representation or warranty made by Sellers the Company in this Agreement as if such representation Agreement; or warranty were made on and as of the Closing Date; (dii) any Breach by either Seller the Company of any covenant or obligation of such Seller in the Company under this Agreement; (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 their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit 13.2 and any other remedies that may provided at equity will be the exclusive remedies available to Buyer or Purchaser and the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersThe Sellers will, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates Related Persons (collectively, the "“Buyer Indemnified Persons"”) for, and will pay to the Buyer Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and defense and reasonable attorneys' fees’ fees incurred after Closing) or diminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by any of the Sellers in this Agreement, the Exhibits attached hereto, Modification Notices or any other certificate or document delivered by either of the Sellers or the Company pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by any of the Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate without giving effect to any Modification Notice; (dc) any Breach by either Seller any of the Sellers of any covenant or obligation of such Seller in this Agreement; (d) any liabilities or obligations of the Company of any nature (whether known or unknown and whether absolute, accrued, contingent, or otherwise) accruing, occurring, arising or related to the period on or prior to the Closing Date, except for (i) liabilities or obligations reflected or reserved against in the April 28, 2007 Balance Sheet or for trade payables, or (ii) accrued employees’ wages and other benefits incurred after the date of the April 28, 2007 Balance Sheet in the Ordinary Course of Business of the same type as reflected on such April 28, 2007 Balance Sheet, or (iii) claims for Damages arising directly or indirectly from or in connection with any product shipped by the Company, or (iv) any other potential liabilities listed in Schedule 10.2(d). (e) 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 of the Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. To the extent such Damages are covered by applicable insurance policies, including insurance policies which become effective on or after the Closing Date, Sellers shall be excused from their duty to indemnify. To the extent Sellers are excused from a duty to indemnify solely because the Damages are covered by applicable insurance policies, the parties hereby waive any subrogation rights which their respective insurance carriers may have against Sellers under this Section 10.2. Rather, the Sellers shall be considered to be additional insureds. The remedies provided in this indemnification obligations of the Sellers pursuant to Section 9.2 will not be exclusive 10.2(d) and (e) exist regardless of whether such obligations may also arise as a Breach under Section 10.2(a), (b) or limit any other remedies that may be available to Buyer or the other Indemnified Persons(c) above.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneysattorne ys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) 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; (e) any matter disclosed in Part 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 either Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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 8.1 not to be satisfied; (dc) 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; (e) any matter disclosed in part 3.15 or 3.19 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 either Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 11.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersXxxxx Xxxxxxxxx, Xxx Xxxxxxxxx and Xxxx Xxxx, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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 8.1 not to be satisfied; (dc) any Breach by either any 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; (e) any matter disclosed in parts 3.11, 3.13, 3.15 and 3.19 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 either any Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 11.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Each of the Sellers, jointly and severally, will indemnify and hold harmless BuyerBuyer and the Subject Companies, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers such Seller in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers such Seller in this Agreement as if such representation or warranty were made on and as of the Closing Date;Date without giving effect to any supplement to the Disclosure Letter; or (dc) any Breach by either such Seller of any covenant or obligation of such Seller in this Agreement; (e) any claim by any Person for brokerage or finder; Notwithstanding the foregoing, Sellers shall have no indemnification obligations under this Section 11.2 unless and to the extent Buyer'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 their behalf) Damages exceeds $50,000.00 in connection with any of the transactions contemplated herebyDamages. The remedies provided in this Section 9.2 11.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, Agreement or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (c) any product liability or breach of warranty claims relating to products sold or services performed by the Company prior to or on the Closing Date, and all general liability claims arising out of or relating to occurrences of any nature relating to the Company's business prior to the Closing Date, whether any such claims are asserted prior to, on or after the Closing Date; (d) all liabilities of the Company, whether direct or indirect, fixed or contingent, known or unknown, arising out of or resulting from any violation or non-compliance with any Environmental Law or any Release caused by acts, omissions, events or conditions existing or occurring prior to the Closing; (e) any claims, liabilities, obligations, damages, costs and expenses, whether direct or indirect, known or unknown, fixed or contingent, claimed or demanded by third parties against Buyer and arising out of or resulting from any violation or non-compliance with any Environmental Law or any Release caused by acts, omissions, conditions, events or occurrences prior to the Closing; (f) any obligation or liability under or related to any Compensation Plan or the termination thereof prior to Closing; 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 either Seller or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyherein. The remedies provided in this Section 9.2 5.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless BuyerNAI, the Company, RHL and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates Affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and defense and reasonable attorneys' ’ fees) or diminution of value, whether or not involving a third-third party claim (collectively, "“Damages"”), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits including all exhibits or schedules attached heretohereto and delivered by Sellers pursuant to this Agreement; (b) any Breach by any Seller of any covenant or obligation of such Seller in this Agreement, including all exhibits or any other certificate or document schedules attached hereto and delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (e) 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 any Seller or the Company RHL (or any person Person acting on their behalf) in connection with any of the transactions contemplated hereby. Contemplated Transactions; (d) Real Health Laboratories, LLC, a California limited liability company, and Real Health Company, a California general partnership; and (e) the transfer and acquisition of the assets and business of Real Health Company to and by RHL; The remedies provided in this Section 9.2 8.3 will not be exclusive of or limit any other remedies that may be available to Buyer NAI or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. The Sellers, jointly and severally, will indemnify and hold harmless the Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by the Sellers in this Agreement, the Exhibits attached heretoDisclosure Letter, or any other certificate or document delivered by the Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement; (ec) any matter disclosed in the Disclosure Letter; or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 5.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSellers hereby solidarily, jointly expressly waiving all benefits of division and severallydiscussion, will indemnify undertake to indemnify, defend and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling personsPersons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damagesdamages paid to third parties), 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, directly or indirectly, from or in connection with: : (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Schedule, or any other certificate or document delivered by Sellers pursuant to this Agreement; ; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement; ; (ec) any product shipped or manufactured by, or any services provided by, any Acquired Company prior to the Closing Date; or (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 either any Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 6.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons. For greater clarity, in the event any claim for Damages made by the Buyer against any of the Sellers hereunder involves a warranty issue, the Sellers obligations for Damages hereunder shall be net of any research and development tax credits that the Acquired Companies subsequently receive in relation to technical developments in connection therewith (the “R&D Credits”) and to the extent the Acquired Companies receive any such R&D Credits after the Sellers have indemnified Buyer for any such Damages hereunder, the Buyer shall pay an amount equal to the economic value of such R&D Credits to the Sellers, up to a maximum equal to the amount the Sellers actually paid to the Buyer pursuant to an indemnifiable claim for Damages made by the Buyer hereunder.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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 8.1 not to be satisfied; (dc) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (ed) 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 Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 11.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the provisions of Section 9.4, Sellers, jointly and severally, severally will indemnify and hold harmless Buyer, the CompanySurviving Corporation, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, giving effect to any supplement to Disclosure Letter, the Exhibits attached heretoDisclosure Letter and any of the supplements thereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either Seller of any covenant or obligation of such 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 matter disclosed in Parts 3.11, 3.15 and 3.19 of 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 Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified PersonsContemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Effective from and after the Closing, and subject to the other provisions of this ARTICLE 10, Sellers, shall jointly and severallyseverally indemnify, will indemnify and hold harmless and, by virtue hereof, release Buyer, the CompanyAcquired Companies, their respective Related Persons and each of their respective Representatives, and their respective representativeseach of the heirs, stockholdersexecutors, controlling personssuccessors and assigns of any of the foregoing, from and affiliates (collectively, the "Indemnified Persons") foragainst, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, obligation, fine, proceeding, expense (including reasonable costs and expenses of investigation and defense and reasonable attorneys' feesfees and other incident costs and expenses) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arisingarising from, directly or indirectly, from relating to or in connection with: : (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation (other than those made in Section 2.14 relating to Environmental matters) or warranty were made on and as of the Closing Date; in any certificate delivered by any Seller pursuant to this Agreement or any other Transaction Document; (db) any Breach breach by either any Seller of any covenant or obligation of such any Seller in this Agreement; ; (c) any claim by any Person, regardless of whether such claim is completely without merit, arising out of, relating to or resulting from any business or operations of any Seller or any Related Person of any Seller other than the Acquired Companies, to the extent not relating to the business or operations of the Acquired Companies; (d) any claim by any Person, regardless of whether such claim is completely without merit, arising out of, relating to or resulting from any business or operations of any Acquired Company, which business or operation has been discontinued, divested, or otherwise terminated, including, but not limited to, Xxxxxxx X'Xxxxxx, Inc., (except for any business or operation divested in accordance with SECTION 6.2); (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 any Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided Contemplated Transactions; and (f) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses (including reasonable legal fees and expenses) incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof or in enforcing this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Personsindemnity.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers(a) From and after the Closing, Sellers will, jointly and severally, will indemnify indemnify, defend, and hold harmless BuyerPurchaser, the CompanyAcquired Companies, and their respective representatives, stockholders, controlling persons, Representatives and affiliates Affiliates (collectively, the "“Purchaser Indemnified Persons"”) forfrom, against, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any and all loss, liability or damage suffered or incurred by Buyer in respect of any debtand all Damages sustained or incurred by any Purchaser Indemnified Person to the extent relating to, obligation resulting from, or liability of the Company arising out of, or of Seller not disclosed in this Agreement, any of the Exhibits attached hereto, or in writing to Buyer prior to the Closing Date;allegation by any third party of: (bi) any breach of any representation or warranty made by Sellers of any Seller or the Acquired Companies set forth herein or in this Agreement, the Exhibits attached hereto, or any other certificate or other document delivered by Sellers pursuant in connection herewith (with respect to this Agreement; (c) claims arising from third parties against any breach of any representation Seller or warranty made by Sellers in this Agreement the Acquired Companies, as if each such representation or warranty would read if all qualifications as to Knowledge or materiality were made on deleted therefrom) and as any misrepresentation in connection with this Agreement or the transactions contemplated hereby, subject to the provisions of the Closing DateSection 7.2(b); (dii) any Breach breach or nonfulfillment by either Seller of any covenant Seller, the Sellers’ Representative or the Acquired Companies of, or any noncompliance by any Seller, the Sellers’ Representative or the Acquired Companies with, any covenant, agreement or obligation of such Seller contained herein or in this Agreementany certificate or other document delivered in connection herewith; (eiii) 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 any Seller or the any Acquired Company (or any person acting on of their behalfrespective Representatives) in connection with any of the transactions contemplated hereby. The remedies provided in this Agreement; (iv) any Proceedings resulting from, arising out of, relating to, or caused by the business, ownership, and operation of the Acquired Companies or any Business Facility on or prior to the Closing Date; (v) any Proceedings resulting from, arising out of, relating to, or caused by any Liability of an Acquired Company for (i) any and all Taxes (and losses attributable to such Taxes or the nonpayment thereof) of an Acquired Company (or any predecessor thereof) for any Tax period on or prior to the Closing Date, (ii) any and all Taxes of any Person other than an Acquired Company for which an Acquired Company is liable by reason of either an Acquired Company (or any predecessor thereof) having been a member of an affiliated, consolidated, combined or unitary group on or prior to the Closing Date, including pursuant to Treasury Regulation Section 9.2 1.1502-6 or any analogous or similar state, local or non-U.S. law, regulation or authority, (iii) any and all Taxes of any Person other than the Acquired Company imposed on any Acquired Company as a transferee or successor, by Contract or otherwise, and (iv) any Taxes imposed on an Acquired Company attributable to the making of an election under Code section 338(h)(10); (vi) any failure of the Acquired Companies to collect the full amount of the Indemnified Receivables outstanding as of the Closing Date within the first eighteen (18) months after the Closing Date (or in the case of retainage, within nine (9) months after completion of the underlying project, but in any event no later than thirty (30) months after the Closing Date); (vii) without limiting the foregoing provisions, any violation by any Seller or any Acquired Company (or their respective predecessors) of any Environmental Law and the presence, emanation, migration, disposal, release or threatened release of any Materials of Environmental Concern on, within, or to or from, any property presently or previously owned or leased by any Seller or any Acquired Company (or their respective predecessors) as a result of (a) the presence of and closure or removal of any underground storage tank on such property which results in an Environmental Claim regarding Materials of Environmental Concern, (b) the operations of any Acquired Company (or their respective predecessors), (c) the condition of such property prior to being leased by Purchaser, or (d) the activities of any Acquired Company or the activities of any third party not affiliated with Purchaser and not invited on such property by Purchaser, which activities occurred on or prior to the Closing Date; (viii) net of reserves existing in the Financial Statements, the pending or settled litigation claims more fully described on Schedule 3.10; or (ix) fraud or intentional misrepresentation. In the event that any Purchaser Indemnified Person wishes to make a claim for indemnification under this Section 7.2, the Indemnified Person shall give written notice of such claim to the Sellers’ Representative within the applicable time limitations contained herein. Any such notice shall describe the breach or inaccuracy and other material facts and circumstances upon which such claim is based and the estimated amount of Damages involved, in each case, in reasonable detail in light of the facts then known to Purchaser Indemnified Person; provided, that no defect in the information contained in such notice from Purchaser Indemnified Person to the Sellers’ Representative will relieve Sellers from any obligation under this Section 7.2, except to the extent such failure to include information actually and materially prejudices Sellers. Within ten (10) days after receipt of written notification from Purchaser Indemnified Persons, Sellers shall diligently commence resolution of such matters in a manner reasonably acceptable to Purchaser Indemnified Persons and shall diligently and timely prosecute such resolution to completion. If Sellers, within ten (10) days after their receipt of such notice (or such shorter time as may be necessary under the circumstances), fail to diligently commence resolution of such matters in a manner reasonably acceptable to Purchaser Indemnified Persons, Purchaser Indemnified Persons shall have the right to undertake all appropriate and reasonable actions to resolve or otherwise address such matters at the sole expense of Sellers. With respect to those claims that Sellers are not be exclusive of or limit any other remedies disputing in good faith and that may be available satisfied by payment of a liquidated sum of money, including, without limitation, claims for reimbursement of expenses incurred in connection with any circumstances entitling Purchaser Indemnified Persons to Buyer indemnity hereunder, Sellers shall pay, each according to its Pro Rata Percentage, the full amount so claimed to the extent supported by reasonable documentation within fifteen (15) days of such resolution, subject to Section 7.5. If Sellers disputes Liability in connection with such claim, Sellers shall pay any undisputed part of such Liability (subject to Section 7.5) and Purchaser and Sellers shall resolve any remaining dispute as soon as practicable but in any event within a reasonable time thereafter. If any Proceeding is commenced or threatened by any third party for which Purchaser Indemnified Persons are entitled to indemnification under this Section 7.2, the other Indemnified Personsprovisions of Section 7.4 shall control.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Except for matters for which Buyers are indemnified under the provisions of Section 10.3, Sellers, jointly and severally, will indemnify and hold harmless BuyerBuyers, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateEffective Time, 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; (dc) 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 from February 2, 1991 through the Effective 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 any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer Buyers or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severallyseverally in proportion to the pro rata share of the Purchase Price received by them, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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)(vi) as having caused the condition specified in Section 7.1 not to be satisfied; (dc) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement; (d) any fictitious loan or loan fraudulently made 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 any Seller or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this With respect to any claim for damages arising under Section 9.2 will 10.2(a) or (b), (x) Sellers shall have no liability until (and then only to the extent that) the aggregate amount of Losses for which Sellers are required to provide indemnification exceeds $50,000; and (y) the maximum dollar amount for which any Seller shall be liable shall be the aggregate amount of each respective Seller's (i) outstanding Promissory Notes, (ii) the Subordinated Notes; and (iii) pro-rata portion of any Earnout not be exclusive yet earned and paid pursuant to Section 2.6. With respect to any claim for damages arising under Section 10.2(d), the total liability of any Seller shall not exceed his or limit any other remedies that may be available to Buyer or her pro rata share of the other Indemnified PersonsPurchase Price.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling personsRepresentatives, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' feesfees and, with respect to claims relating to environmental matters, costs of cleanup, containment or other remediation) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement; (ec) 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 their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. Notwithstanding the foregoing: (a) Sellers will not have any obligation to indemnify Buyer against Damages until Buyer has suffered aggregate Damages by reason of all such Breaches of Seventy-Five Thousand Dollars (the "Damage Threshold"). Sellers iindemnification obligation will only extend to those Damages in excess of the Damage Threshold, but not to exceed an aggregate of Ten Million Dollars ($10,000,000). Each of Sellers shall not be liable for an indemnity for more than 150% of their several shares. Buyer agrees to proceed and use reasonable collection efforts against all of the Sellers. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, Sellers shall jointly and severallyseverally indemnify, will indemnify defend and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified PersonsINDEMNIFIED PERSONS") for, and will shall pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees) or diminution of value, whether or not involving a third-party claim (collectively, "DamagesDAMAGES"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Schedule, the supplements to the Disclosure Schedule, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either Seller Sellers of any covenant or obligation of such Seller Sellers in this Agreement; (ec) 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 Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions; (d) any claim by any Person for errors or omissions in the performance of professional services rendered by the Company or its Representatives prior to the Effective Date as an insurance broker or agent; (e) subject to Section 7.10, Proceedings pending or Threatened prior to the Effective Date, whether disclosed or not; (f) any claim in respect of a "company payable" shown on the financial statements of the Company at December 31, 2001, and subsequently written off as liabilities by the Company; (g) any subsequent negative adjustment to the Tangible Net Worth of the Company as of the Closing Date after the Net Worth Adjustment has been made; and (h) any claim rising out of or resulting from the ownership or use of the Building. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. By virtue of their execution of this Agreement, each of the Sellers shall be deemed to have agreed that, subject to the provisions of this Article VI, each of the Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified PersonsINDEMNIFIED PERSONS") for, and each of the Sellers will pay to the Indemnified Persons Twenty-Five Percent (25%) of the amount of, any actual loss, liability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value), whether or not involving a third-party claim (collectively, "DamagesDAMAGES"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by the Company or the Sellers in this Agreement, ; (b) any Breach by the Exhibits attached hereto, Company or any other certificate Seller of any covenant or document delivered by Sellers pursuant to obligation of the Company or such Seller in this Agreement; (c) any breach of product sold, shipped or manufactured by, or any representation or warranty made services provided by, the Company prior to the Closing Date except to the extent that any Damages are covered by Sellers in this Agreement as if such representation or warranty were made on and as insurance of the Closing Date;Company; or (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (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 any Seller or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or by the other Indemnified PersonsTransaction Documents.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates Affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (dc) any Breach by either any 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 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 any Seller or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations on liability set forth hereinafter in this Section 10.2, Sellers, jointly and severally, will indemnify and hold harmless Buyer(subject to the survival period set forth in Section 10.1 above), the CompanyPurchaser, the Acquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons Persons, the amount of, any loss, liability, claim, damage damages, (including which damages may include incidental and consequential damagesdamages if such damages are from a claim involving reimbursement of the Purchaser for claims of third parties or payment to third parties in satisfaction of claims that such third parties have brought against the Acquired Companies or the Purchaser (collectively, "Third-Party Claims") for which indemnification is sought from the Sellers, but which damages specifically exclude incidental and consequential damages relating to any claims that may be made directly against the Sellers by the Purchaser), expense (including (i) reasonable costs of investigation and defense defense, and (ii) reasonable attorneys' feesfees if the claimant for indemnification substantially prevails in the claim asserted for indemnification) or diminution of value, whether or not involving a thirdThird-party Party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter delivered after Closing), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate without giving effect to any supplement to the Disclosure Letter delivered after Closing, 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; (dc) any Breach by either Seller Sellers of any covenant or obligation of such Seller Sellers in this Agreement; (d) any services provided by, any Acquired Company prior to 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 Sellers or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided For purposes of this Agreement, a party will be deemed to have substantially prevailed in litigation if it obtains a judgment equal to or in excess of 110% of any settlement offer made to it in writing prior to the initiation of the litigation. If no settlement offer is received prior to the initiation of litigation, a party will be deemed to have substantially prevailed in litigation if it obtains a judgment equal to or in excess of 50% of the amount of its claim. Notwithstanding anything in this Section 9.2 will 10.2 to the contrary, Sellers shall have no liability for any single Breach where Damages are less than $1,000.00, and shall have no liability until the amount of Damages, whether for a single Breach or in the cumulative is greater than $25,000.00. Sellers' liability for Damages shall be limited to $3,000,000.00, except to the extent that Damages relate to fraud or any willful misconduct of any of the Sellers. Notwithstanding anything herein to the contrary, except to the extent that Damages relate to fraud or willful misconduct , the liability of each of the four (4) Sellers for Damages shall be limited to $750,000 ($3,000,000.00 in the aggregate among the four (4) Sellers). With respect to each separate claim for Damages, each of the four (4) Sellers shall be separately liable for twenty-five percent (25%) of each separate claim for Damages, but not to exceed the $750,000 limitation applied to each individual Seller, provided, however, that in the event that the Damages relate to fraud or any willful misconduct by any of the Sellers, then, as to dollar amount, the liability of the Sellers shall be joint and several for the amount of the Damages and such liability shall not be exclusive subject to any of the limitations as to amount which are otherwise provided to the Sellers under this Agreement, and further provided, however, that any liability for fraud or limit willful misconduct with respect to Sections 3.3, 3.29 and 3.30 of this Agreement shall not be subject to any other remedies that may be available of the limitations as to Buyer time or amount which are otherwise provided to the other Indemnified PersonsSellers under this Agreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSubject to the limitations of Section 4.6 hereof and the survival period set forth in Section 4.5 hereof, jointly and severallySellers will indemnify, will indemnify defend and hold harmless Buyer, the Company, Companies and their respective representatives, stockholders, controlling personsPersons, and affiliates (collectively, collectively the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liabilityLiability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and investigation, defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, collectively "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach 4.2.1 Any Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoSchedules, the supplements to the Schedules, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any 4.2.2 Any Breach by either Seller of any covenant or obligation of such Seller Sellers or Companies in this Agreement; 4.2.3 Any Liability or claim for workers compensation benefits by or for any of the employees or Representatives of the Companies arising from or related to any occurrence during any period prior to or including the Closing Date, except to the extent fully covered and paid for by insurance; 4.2.4 Any Liability or claim for any Tax which relates to any period prior to or including the Closing Date and not reserved in the Closing Financial Statements: 4.2.5 Any Environmental, Health and Safety Liabilities, or other Liabilities in any way arising from or allegedly arising from (ei) any Hazardous Activity conducted or allegedly conducted with respect to any Facility or the operation of the Companies prior to the Closing, (ii) any Hazardous Material that was (a) present on or before the Closing on or at any Facility, the Environment at any Facility or any other property now or formerly owned, used or relating in any way to the operations or activities of the Companies; or (b) Released or allegedly Released by Sellers, the Companies or any other Person for whose conduct they are or may be held responsible, at any time on or prior to the Closing. Buyer will be entitled to control any Cleanup and related Proceeding; 4.2.6 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 Sellers or the Company Companies (or any person Person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of hereunder or limit any other remedies that may be available to transaction; 4.2.7 Reliance by Buyer on any books or records of the Companies or the reliance by Buyer on any information furnished by Sellers or the Companies or any of the directors or officers of the Companies, to Buyer, to the extent any of such information should prove to be incorrect or false; 4.2.8 Any Liability or claim for health, life or other Indemnified Personsinsurance benefits, or any other employee benefits or claims by or for any of the employees or Representatives of the Companies arising from or relating to any occurrence during any period prior to or including the Closing Date, except to the extent fully covered and paid for by insurance or reflected on the Closing Financial Statements; 4.2.9 Any Liability or claim arising from the services, treatment, employment or termination of any employee, agent or Representative of the Companies on or prior to the Closing Date or reflected on the Closing Financial Statements; 4.2.10 Any Liability arising from any Breach, violation or noncompliance with any material Legal Requirement prior to the Closing.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, persons and affiliates (collectively, the "Indemnified PersonsINDEMNIFIED PERSONS") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "DamagesDAMAGES"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers any Seller or the Company in this AgreementAgreement (without giving effect to any supplement to the Schedules), the Exhibits attached heretoSchedules, the supplements to the Schedules or any other certificate or document delivered by Sellers any Seller pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers any Seller or the Company in this Agreement as if such representation or warranty were made on and as of the Closing DateDate without giving effect to any supplement to the Schedules, other than any such Breach that is disclosed in a supplement to the Schedules and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(vii) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by any Seller or the Company of any covenant or obligation of either such Person in this Agreement; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement;matter disclosed on Schedule 3.16; 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 any Seller or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, Buyer and their respective representatives, stockholders, controlling persons, and affiliates his Representatives (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-third- party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (giving full effect to the Disclosure Letter and any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date, giving full effect to the Disclosure Letter and any supplement to the Disclosure Letter, and excluding without limitation 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; (dc) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement;; and (ed) 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 their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The Notwithstanding any other provision of this Agreement, (i) Sellers' obligation to indemnify and hold harmless Buyer and any other Indemnified Persons under this Section 10.2 or otherwise pay Damages under this Agreement is limited to the aggregate amount of $1,500,000, which is Sellers' maximum aggregate liability under this Section 10.2 or otherwise under this Agreement; provided, however, that this limitation shall not apply to any Indemnification Claim to the extent it arises out of or is based upon a Breach of Sellers' warranty of title with respect to the Shares or the provisions of Sections 3.1or 3.3(b), (c) or (d) of this Agreement as to which claims Sellers' liability is limited to 110% of the amount of the Purchase Price, and (ii) Buyer's obligation to indemnify and hold harmless Sellers and any other Indemnified Persons under Section 10.3 or otherwise pay Damages under this Agreement is limited to the aggregate amount of $1,500,000, which is Buyer's maximum liability under Section 10.3 or otherwise under this Agreement. After the Closing, the remedies provided in this Section 9.2 10.2 will not be the sole and exclusive remedies of or limit Buyer for any Breach by Sellers of any provision of this Agreement and Buyer hereby waives and releases any other remedies that may be available right or remedy with respect to Buyer or the other Indemnified Personsany such Breach.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) 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; (e) 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 any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either any Seller of any covenant or obligation of such 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 matter disclosed in Parts 3.10 and 3.15 of 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 any Seller or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 7.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, Sellers will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholdersshareholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable STOCK PURCHASE AGREEMENT 44 45 attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers or TSL in this AgreementAgreement (without giving effect to any supplement to the Sellers' Disclosure Letter), the Exhibits attached heretoSellers' Disclosure Letter, the supplements to the Sellers' Disclosure Letter, or any other certificate or document delivered by either or both Sellers pursuant to or TSL under this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers or TSL in this Agreement as if such representation or warranty were made on and as of the Closing DateDate without giving effect to any supplement to the Sellers' Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Sellers' Disclosure Letter and is expressly identified in the certificates delivered pursuant to Section 2.5(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; (dc) any Breach by either Seller or TSL of any covenant or obligation of such Seller in this Agreement;Sellers or TSL; or (ed) 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 Seller, TSL, any other Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions; provided, however, that Sellers shall have no obligation to make any payment to Indemnified Persons under Sections 10.2 and 10.3 unless the aggregate amount to which the Indemnified Persons are entitled by reason of all claims under Sections 10.2 and 10.3 exceeds the sum of $50,000 in the aggregate under Sections 10.2 and 10.3, it being understood that only after such sum is exceeded, shall the aggregate of all claims under Sections 10.2 and 10.3 be payable by Sellers on demand. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), or expense (including reasonable costs of investigation and defense and reasonable attorneys' fees) or diminution of value), whether or not involving a third-party claim claim, in each case net of associated tax benefits (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached hereto, Disclosure Letter or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement or any other agreement or document delivered by such Seller pursuant to this Agreement; (ec) any product shipped or manufactured by, or 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 Person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive Contemplated Transactions, except to the extent such fees, commissions or payments are reflected as liabilities on the Closing Financial Statements; (e) any claim or right of the Sole Former Shareholder of the Company against the Company or limit any other remedies that may be available to Buyer or any of its securities or otherwise arising in connection with Contemplated Transactions; or (f) any claim that, at the time of the consummation Contemplated Transactions, any Person other than Sellers owns or holds, or has any right, title or interest in or to, any equity securities of the Company. Notwithstanding the foregoing, each Seller, severally, and not jointly, will indemnify and hold harmless the Indemnified PersonsPersons for, and will pay to the Indemnified Persons the amount of, any and all Damages, arising, directly or indirectly, from a Breach by such Seller of his representations and warranties in Section 3.3(a), and subject to Section 6.6, such Seller shall be liable for the entire amount of any Damages as a result of any such Breach of the representations and warranties in Section 3.3(a) by such Seller.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, Sellers will jointly and severally, will severally indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified PersonsINDEMNIFIED PERSONS") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including excluding incidental and consequential damages), Damages) and 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, "DamagesDAMAGES"), arising, directly or indirectly, arising from or in connection with: : (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or other document delivered at Closing by Sellers either Seller pursuant to this Agreement; ; or (cb) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either a Seller of any covenant or obligation of such Seller in this Agreement; ; or (ec) any claim by any Person for brokerage or finder's finders 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 their its behalf) in connection with any of the transactions contemplated hereby. The remedies provided Contemplated Transactions; or (d) any liability or obligation arising from or in this connection with any employee benefit plan under Section 9.2 will not be exclusive 3(3) of ERISA established, maintained or limit contributed to by an ERISA Affiliate of any other remedies that may be available to Buyer or the other Indemnified PersonsAcquired Company.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless BuyerTGI, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoCompany's Disclosure Letter, the supplements to the Company's Disclosure Letter, or any other certificate or document delivered by Sellers or the Company pursuant to this Agreement; (b) any breach by Sellers or the Company of any covenant or obligation in this Agreement; (c) any breach of product shipped or manufactured by, or any representation services provided by, the Company or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of any Subsidiary prior to the Closing Date;; or (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (e) 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 acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer TGI or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, Sellers will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), or 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, directly or indirectly, from or in connection with: : (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; in any certificate delivered by Sellers pursuant to this Agreement; (db) any Breach by either Seller Sellers of any covenant or obligation of such Seller Sellers in this Agreement; ; (ec) the litigation and claims listed on SCHEDULE 10.2(c) attached hereto; and, (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 Sellers or the any Acquired Company (or any person Person acting on their behalf) in connection with any of herewith. Except as provided in Section 10.8 below, the transactions contemplated hereby. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. (a) Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' attorney fees) or diminution of value, net of tax benefits to the Indemnified Person arising therefrom and insurance proceeds received by the Indemnified Person, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (bi) any breach of any representation or warranty made by Sellers in this Agreement, Agreement and the Exhibits attached Schedules hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cii) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (eiii) 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 their behalf) in connection with any of the transactions contemplated herebyby this Agreement. (b) Notwithstanding the foregoing, Sellers' obligation to indemnify the Indemnified Persons shall be limited to a maximum aggregate amount of Damages of $1,500,000, and such obligation shall terminate and be of no further force or effect with respect to any claims raised by the Indemnified Persons after eighteen (18) months following the Closing Date; provided, however, that with respect to a claim for Damages arising from a breach of any representation or warranty relating to title to the Shares, there shall be no limitation on Damages nor expiration of the period of time in which a claim may be raised, except as may be provided by law. Sellers shall have no liability for indemnification pursuant to this Section 6.2 until the total of all Damages equals or exceeds $150,000, and then for the aggregate amount of such Damages in excess of such $150,000 amount. The remedies provided in this Section 9.2 6.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified PersonsINDEMNIFIED PERSONS") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "DamagesDAMAGES"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Schedule, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach of by any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either Seller of any covenant or obligation of such Seller in this AgreementAgreement or in the Employment Agreements; (c) the operation of the business of any Acquired Company prior to the Closing Date; (d) (i) the issuance by the Company and the acquisition by the Company or any of the Sellers of the preferred shares of stock of the Company, (ii) any failure by the Company to pay any dividends on the preferred shares of stock of the Company, (iii) the failure to acquire and retire all of the outstanding preferred shares of stock of the company on or prior to the Closing Date (the rights of the Buyer under this subparagraph shall not be impaired for any reason, including, but not limited to Buyer closing on the acquisition of the Acquired Companies with the knowledge that all of the outstanding preferred shares of stock have not been retired); 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 either any Seller or the any Acquired Company (or any person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 5.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-third- party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, Agreement or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (dc) any Breach breach by either Seller of any covenant or obligation of such Seller in this Agreement; (ed) 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 acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, Sellers will indemnify and hold harmless Buyer, the Company, MML and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach Any material Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as any other certificate or document delivered by Sellers, MML pursuant to this Agreement; (b) any material Breach by Sellers of any covenant or obligation of Sellers in this Agreement; (c) any product sold, shipped or manufactured by, or any services provided by, MML prior to the Closing Date; (d) any Breach Taxes owed by either Seller of MML relating to any covenant or obligation of such Seller in this Agreement;period prior to the Closing Date; 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 either Seller or the Company Sellers, MML (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Agreementsubject to Section 10.6, any of the Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Schedule, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement; (c) any matter disclosed in Section 3.10 or Section 3.15 of the Disclosure Schedule; (d) the Guaranty; (e) any Liability of the Acquired Companies set forth on Schedule 7.16; (f) any severance obligations of the Acquired Companies arising prior to the Closing or within one (1) year of the Closing under the Company's existing severance policy; provided, however, that Sellers' indemnification obligation under this Section 10.2(f) shall not exceed an aggregate of $30,000; (g) any claim by any Person (including, without limitation, EMA Partners, 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 either any Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions; (h) any claim by any Person for any legal, accounting, or other professional fees incurred by either Seller or any Acquired Company in connection with any of the Contemplated Transactions; or (i) (i) all Taxes (or the non-payment thereof) of the Acquired Companies for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Pre-Closing Tax Period, (ii) all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which any Acquired Company (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (iii) any and all Taxes of any Person (other than the Acquired Companies) imposed on the Acquired Companies as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; provided, however, that in the case of clauses (i), (ii), and (iii) above, Sellers shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Closing Adjustment Statement and taken into account in determining the Purchase Price. Notwithstanding any other provision of this Agreement to the contrary, the obligation of Sellers set forth in this Section 10.2(i) shall be unconditional and absolute and shall remain in effect without limitation as to time or amount. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons. Any indemnification obligation hereunder shall be treated by the parties as an adjustment to the Purchase Price.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersKelly, Redman, Soas and Chevron ("Controlling Members"), jointly and severally, will indemnify and hold harmless Buyer, the Company, and their its respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach by Sellers of any representation covenant or warranty made by obligation of Sellers in this Agreement as if such representation and Exhibits and other documents referred to herein; (c) any product shipped or warranty were made on and as of manufactured by, or any services provided by, the Company prior to the Closing Date; (d) the lawsuit involving Txxxx Xxxxxxxxxx and his former employer Dynacoil of South Texas LP or payments to Mx. Xxxxxxxxxx in connection therewith or any Breach by either Seller of any covenant or obligation of liability to the Company under such Seller in this Agreement;lawsuit; 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 Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified PersonsContemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersAfter the Closing, jointly and severally, Seller will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) forfrom and against, and will pay to the Indemnified Persons the amount of, of any loss, liability, claim, damage (including incidental and consequential damages)damage, 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers Seller in this Agreement, the Exhibits attached hereto, Disclosure Schedule or any other certificate or document delivered by Sellers Seller pursuant to this Agreement, including any amounts by which the Accounts Receivable as reflected on Schedule 3.4(b) are not collectible in the Ordinary Course of Business within 60 days of the Closing Date, provided such uncollected Accounts Receivable are transferred to Seller; (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any breach of product shipped or manufactured by, or any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of services provided by, the Company prior to the Closing Date;; and (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (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 the Seller or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided Seller shall have no liability for indemnification with respect to claims under Section 7.2(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 (including the first $25,000 of such Damages). However, the immediately preceding sentence shall not apply to claims (i) under Section 7.2(a) with respect to matters arising in respect of Sections 3.2(a), 3.3, 3.12 and 3.15, or (ii) for all cash out-of-pocket Damages relating to any amounts by which the Accounts Receivable as reflected on Schedule 3.4(b) are not collectible in the Ordinary Course of Business within 60 days of the Closing Date to the extent such uncollected Accounts Receivable are transferred to Seller. Seller’s total liability for Damages pursuant to this Section 9.2 will Article VII shall not be exclusive exceed $3,562,500 except for (i) Damages relating to claims arising out of or limit any other remedies that may be available related to Buyer or Seller’s representations regarding capitalization of the other Indemnified Persons.Company as set forth in Section

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSubject to the provisions and limitations of this Article 10, Sellers and Xxxxxxx, jointly and severallyseverally (except as to Spritzer, will Yelen and Xxxxxxx whose liability, if any, hereunder shall be several only, and, their liability, if any, shall only arise hereunder as to any false representations or warranties specifically made by them as contemplated in Section 3.27, above) indemnify and hold harmless Buyer, the Company, Company and their respective representatives, stockholders, its controlling persons, and affiliates persons (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and damage, other than consequential damages)damage, 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (b) any Breach by Sellers of any covenant or obligation of any Seller in this Agreement; (c) any breach of product shipped or manufactured by, or any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of services provided by, the Company prior to the Closing DateDate including, but not limited to any dispute by Company with West Gables over medicaid xxxxxxxx irrespective of Sellers' notice to Buyer of such claim, which claim shall not be subject to the minimum claim threshold set forth in Section 10.5(c); (d) any Breach by either Seller costs, charges, expenses or excess rent which results from the failure of any covenant or obligation MICC Venture to consent to the transfer of the lease for the Company's new offices, which claim shall not be subject to the minimum claim threshold set forth in Section 10.5(c). Provided, however, that Sellers shall not be liable if landlord terminates such Seller in this Agreement;lease without liability to Company; 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 any Seller or the Company (or any person Person acting on their behalf) in connection with the Contemplated Transactions. The maximum liability of the Sellers and Xxxxxxx for indemnification hereunder is limited to the Market Value (as defined below) of the Buyer's Common Stock delivered to Sellers at Closing (and such value shall be determined as of the Closing and remain fixed for purposes of this section) plus, if and only if the indemnity claim arises from a claim asserted against the Company (or Buyer as owner of the Company) by an independent third party, the sums advanced by Buyer for the Additional Closing Payments described in Section 11, below. As used herein, Market Value at Closing means, as of the Closing Date, the closing price of the Buyer's Common Stock as reported by the principal exchange or market on which such securities trade on the trading date immediately preceding the Closing Date, or if such market or exchange does not report actual trades, the average between the closing bid and ask quotations on such day. The indemnification provisions of this Section set forth the Seller's exclusive liability for the inaccuracy or breach of any of the transactions contemplated hereby. The remedies provided Sellers' representations, warranties, covenants and agreements in this Section 9.2 will not be exclusive Agreement. Sellers shall each have the right to satisfy their indemnification liabilities to Buyer either by payment of cash, or by delivery of the appropriate number of Shares of Buyer's Common Stock acquired at the Closing (or any other security that the Buyer has distributed in respect of or limit any other remedies in exchange for such Buyer's Common Stock pursuant to a stock split, dividend, merger, asset sale or otherwise) by such Seller to the Buyer in payment of such claim (and the value of such Shares of Buyer's Common Stock shall be determined as of the Closing and remain fixed for purposes of this section). Notwithstanding anything to the contrary contained elsewhere herein, the maximum liability that may can be available to Buyer imposed against Spritzer, Yelen or Xxxxxxx shall never exceed the other Indemnified PersonsMarket Value of the portion of Buyer's Common Stock acquired by them at Closing, respectively.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, severally will indemnify and hold harmless Buyer, the CompanySurviving Corporation, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, giving effect to any supplement to Disclosure Letter, the Exhibits attached heretoDisclosure Letter and any of the supplements thereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (ec) 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 Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 11.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Indenmified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) 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; (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 any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and defense and reasonable attorneys' ’ fees), which exceeds Two Thousand Dollars ($2,000.00) or diminution of valueper claim and Twenty-Five Thousand Dollars ($25,000.00) in the aggregate, whether or not involving a third-party claim (collectively, "“Damages"”), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Any Breach of any representation or warranty made by Sellers in this AgreementAgreement or in any Exhibit, the Exhibits attached heretostatement, Schedule, certificate, instrument or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either any Seller of any covenant or obligation of such Seller Person in this Agreement; (c) the assertion of any claim relating to Seller’s liability for its own Taxes or its liability, if any, for Taxes of others (for example, by reason of transferee liability or application of Treas. Reg. Section 1.1502-6). (d) the assertion of any claim for personal injury, death, property or economic damage, or other product or strict liability claim arising from the sale or other distribution of any product by Seller, or the provision of any service by Seller, prior to the Closing Date to the extent not covered by any Seller, Buyer or Company purchased insurance; (e) any claim tax matter not disclosed on Schedule 3.10 and any matter disclosed on Schedule 3.18 with respect to which a final and non-appealable order has been entered 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 a Governmental Body finding the Company (or any person acting on their behalf) in connection with any of the transactions contemplated hereby. liable; The remedies provided in this Section 9.2 11.3 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Buyer Indemnified Persons"”) for, and will pay to the Buyer Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, expense (including including, except to the extent limited under Section 10.8, costs of investigation and defense and reasonable attorneys' ’ fees) or diminution of value), whether or not involving a third-party claim (collectively, "“Damages"”), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) extent caused by: any breach Breach of any representation or warranty made by Sellers (but not any Breach of any Seller Individual Representation) on the date of this Agreement in Article 3 (including, for such purposes, the Disclosure Schedule as it exists on the date of this Agreement, ) or in the Exhibits attached hereto, or any other certificate or document delivered by Sellers at the Closing pursuant to this Agreement; Section 2.4(a)(ii)(L) (c) other than any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) Seller Individual Representation); any Breach by either Seller Sellers or the Acquired Companies of any covenant or obligation of such Seller Sellers or the Acquired Companies in this Agreement; (e) ; provided, however, that no Seller shall have any obligation to indemnify or hold harmless any Buyer Indemnified Person after the Closing for any Breach of the covenants or obligations set forth in Sections 5.1, 5.2, 5.3, 5.4, 5.6, 5.10 or 5.11; 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 Sellers (or any person Person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided Contemplated Transactions; any Indebtedness Payoff Amount and Sellers’ Expenses that are not set forth in this Section 9.2 will not be exclusive the Initial Payment Certificate; any (i) amount drawn by the beneficiary under, and any fees, expenses or other amounts payable with respect to, any letter of credit listed in Exhibit 2.4(a)(ii)(I), and (ii) amount drawn by the beneficiary under any letter of credit listed in Exhibit 7.8, but (A) in the case of the first letter of credit listed in Exhibit 7.8, only with respect to worker’s compensation injuries or limit claims that arose or the basis of which arose prior to the Closing Date, or (B) in the case of any other remedies letter of credit listed in Exhibit 7.8, only with respect to a claim by the landlord, that may be available to Buyer arose or the basis of which arose prior to the Closing Date, under the lease agreement to which the letter of credit applies; or relating to any liabilities, obligations, or other Indemnified PersonsDamages of whatever kind or nature assigned or assumed under the Assumption Agreement (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes assumed under the Assumption Agreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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)(vi) as having caused the condition specified in Section 7.1 not to be satisfied; (dc) 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; (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 any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, Agreement or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date;. (dc) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement;; and (ed) 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 their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSubject to Sections 10.1 and 10.5, from and after the Closing, Target Stockholders, jointly and severally, will shall indemnify and hold harmless Buyer, the CompanyBuyer Parent, Target and their respective representatives, stockholders, controlling persons, and affiliates Persons (collectively, the "Indemnified Persons"“Buyer Indemnitees”) for, and will shall pay to the Indemnified Persons Buyer Indemnitees the amount of, any loss, liability, claim, damage losses (including incidental and consequential damageslost profits), expense demands, claims, debts, actions, assessments, judgments, settlements, sanctions, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, known or unknown, due or to become due or otherwise), monetary damages, fines, Taxes, fees, penalties, interest obligations, deficiencies and expenses (including amounts paid in settlement, interest, court costs, costs of investigation investigation, fees and defense expenses of attorneys, accountants, financial advisors and reasonable attorneys' feesother experts, and other expenses of litigation or preparation for litigation as incurred) or diminution of value(herein, whether or not involving “Damages”), incurred by a third-party claim (collectively, "Damages")Buyer Indemnitee, arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers Target in this Agreement, the Exhibits attached heretoSeller Disclosure Letter, in the certificates delivered pursuant to Section 1.7(a)(i)(10) or any other certificate exhibit, schedule or document agreement delivered by Sellers pursuant Target hereto; (b) any breach prior to Closing by Target of any covenant or agreement made by Target and any breach by a Target Stockholder of any covenant or agreement made by a Target Stockholder in this AgreementAgreement or any other exhibit, schedule or agreement delivered by Target or a Target Stockholder hereto; (c) any breach of noncompliance with any representation Bulk Sales Laws or warranty made by Sellers fraudulent transfer law in this Agreement as if such representation or warranty were made on and as respect of the Closing DatePurchase; (d) any Breach by either Seller of Excluded Liabilities, including, but not limited to, any covenant or obligation of such Seller in this AgreementStockholder Actions; (e) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged respect to have been made by any such Person with either Seller or the Company lawsuit captioned Jxxxx Xxxxx and Cxxxxx Xxxxx v. Eye Safety Systems, Inc., filed on March 7, 2006 in the court of Clay County, State of Minnesota; or (or any person acting on their behalff) respect to the matter described in connection with any Item 4 of Part 2.7 of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified PersonsSeller Disclosure Letter.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severallybetween them, will shall indemnify and hold harmless Buyer, the Company, Buyer and their respective representativesdirectors, stockholdersofficers, controlling personsshareholders, “Affiliates” (as defined below in this Section 11.2), successors and affiliates assigns (collectively, the "Indemnified Persons"“Buyer Indemnitees”) harmless for, and will shall pay to the Indemnified Persons Buyer Indemnitees the amount of, all debts, obligations, losses, claims, damages, liabilities, deficiencies, Proceedings, demands, assessments, orders, judgments, writs, decrees, of any loss, liability, claim, damage nature and of any kind whatsoever (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 “Breach” (as defined below in this Agreement, any of the Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (bSection 11.2) any breach of any representation or warranty made by the Sellers (without giving effect to any supplement to the Schedules) in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by the Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate without giving effect to any supplement to the Schedules; (c) any Breach by the Sellers of any covenant, agreement or obligation of the Sellers in this Agreement; (d) any Breach Damages 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 Sellers, which existed on or prior to the Closing Date, which has constituted a breach of the Sellers’ Representations and Warranties verified according to one of the procedures under Section 13 or not disputed by either Seller of any covenant or obligation of such Seller in this AgreementSellers; (e) any claim product shipped or manufacture by, or any services provided by, the Company prior to the Closing Date, which has caused a breach of the Sellers’ Representations and Warranties verified according to one of the procedures under Section 13 or not disputed by any Person for brokerage Sellers; provided, Sellers shall not be relieved of their obligation to indemnify and hold Buyer Indemnitees harmless (i) by reason of having made a representation or finder's fees warranty, or commissions or similar payments having made a disclosure in the Schedules, based upon any agreement or understanding alleged to have been made by any such Person with either Seller or Knowledge in the Company (or any person acting on their behalf) in connection with any event that the Knowledge of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not Sellers proved to be exclusive inaccurate or incorrect or (ii) by reason of or limit any other remedies the fact that may be available to an adjustment of the Purchase Price produced a more favorable situation for Buyer or the other Indemnified Personsthan contemplated.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations set forth in this Article 13, each of the Sellers, jointly and severallyseverally (but not jointly), will indemnify and hold harmless the Buyer, the Company, and their respective representativesRepresentatives, stockholders, members (including RDV Corporation or its affiliate as pledgee of Company membership interests), managers, directors, officers, controlling persons, and affiliates Affiliates (collectively, the "“Buyer Indemnified Persons"”) for, and will pay to the Buyer Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: with (ai) any and all lossmisrepresentation, 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers or non-fulfillment of any covenant, agreement or other obligation of such Seller set forth in this Agreement, the Exhibits attached hereto, Agreement or any other certificate or document delivered by Sellers such Seller pursuant to this Agreement; ; (cii) any misrepresentation, breach of any representation or warranty made by Sellers or non-fulfillment at or prior to Closing of any covenant, agreement or other obligation of the Company set forth in this Agreement as if or any other certificate or document delivered by the Company pursuant to this Agreement; and (iii) any Tax attributable to the Company or a Seller in respect of all periods prior to the Closing Date (except to the extent of any reserve established expressly for such representation or warranty were made tax on and the books of the Company as of the Closing Date; (d) consistent with the Company’s past practice in the Ordinary Course of Business). For avoidance of doubt, the rights of Buyer Indemnified Persons for indemnification under this Article 13 shall include any Breach Damages incurred or suffered by either Seller of any covenant or obligation of such Seller in this Agreement; (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 their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will even though such Damages may not be exclusive of or limit any other remedies that may be available to suffered directly by the Buyer or the other Indemnified PersonsPerson.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, Sellers will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") Purchaser for, and will pay to the Indemnified Persons Purchaser the amount of, any actual loss, liability, claim, damage (including incidental excluding any and all punitive, exemplary, or consequential damages), expense (including costs of investigation and defense and reasonable attorneys' attorney's fees) or diminution of value), whether or not involving a third-party claim claim, suffered or incurred by the Purchaser (including, all Damages suffered or incurred by the Company or the Subsidiary which would not have been suffered or incurred if there had been no breach of any representation, warranty or covenant made by Sellers under this Agreement or in any other document delivered by Sellers pursuant to this Agreement) (collectively, "DamagesDAMAGES"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) in any Breach other document delivered by either Seller of any covenant or obligation of such Seller in Sellers pursuant to this Agreement; (eb) any breach by any Seller of any covenant in or obligation of, any Seller in this Agreement or any other document delivered by such Seller pursuant to his 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 with either any Seller or the Company or any Subsidiary (or any person Person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided by this Agreement; or (d) (i) any debt, obligation or liability of the Company or the Subsidiary, or any claim against any of them, of any kind, whether known or unknown, contingent, absolute or otherwise, affecting the Company or any Subsidiary which resulted from or arose out of the operation of the Company or the Subsidiary prior to Closing, to the extent (A) not disclosed in this Agreement (including any of the Schedules hereto) or reflected or disclosed in the balance sheets forming a part of the Financial Statements (including without limitation, any liability for Taxes (other than Taxes not yet due and payable in the amounts reflected on the Final Balance Sheet, Taxes constituting sales taxes in connection with accounts payable reflected on the Final Balance Sheet and Taxes relating to the period after Closing not resulting from any breach of representation or warranty of Sellers hereunder)); (B) not taken into account in determining the Net Worth (as defined in Section 9.2 will 2.3(a)), or (C) not be exclusive arising under nonmaterial contracts --------------- entered into in the ordinary course of business; (ii) financial aid irregularities relating to operation of the Schools that occurred or limit relate to activities or actions occurring prior to the Closing, including without limitation any other remedies that may be available to Buyer liabilities resulting from or arising out of any show cause order, any audit review disallowances, improperly disbursed student financial assistance program funds or similar determinations ("PRE-CLOSING FINANCIAL AID IRREGULARITIES") or the cost of responding to any audits, program reviews or other Indemnified Persons.investigations which disclose material Pre-Closing Financial Aid Irregularities, whether such audit or investigation is in progress as of the Closing Date or commences after the Closing or (iii) litigation affecting the Company or any Subsidiary pending or threatened as of Closing, other than litigation which is disclosed on Schedules hereto which is covered by Section 9.10 hereof. ------------

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will defend, indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, shareholders and affiliates Related Persons (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage Liabilities (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) Expenses or diminution of value, whether or not involving a third-party Person claim (collectively, "“Damages"”), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, any other Sellers’ Closing Document or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is specifically disclosed in a supplement to the Disclosure Letter; (dc) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement or any Sellers’ Closing Document; (d) any Product, or any service provided by the Company prior to the Closing Date; (e) any claims made by a third Person which are based upon facts alleged that, if true, would constitute a Breach by any Seller of any representation, warranty, covenant or obligation in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, any other Sellers’ Closing Document or any other certificate or document delivered by Sellers pursuant to this Agreement; (ef) 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 any Seller or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions (g) any claim by any Person with whom the Company or Sellers or their respective Representatives had discussions regarding any Acquisition Transaction; (h) any claim by either Seller or his estate, heirs or personal representative in respect of Taxes; or (i) any Termination Liability. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, Sellers jointly and severally, severally will indemnify and hold harmless Buyer, the CompanySurviving Corporation, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, giving effect to any supplement to Disclosure Letter, the Exhibits attached heretoDisclosure Letter and any of the supplements thereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either Seller of any covenant or obligation of such 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 matter not 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 Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) 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; (e) any matter disclosed in Part ____ of the Disclosure Letter [to be completed upon receipt of Disclosure Letter]; (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 the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated hereby. Contemplated Transactions; or The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSellers and Parent, jointly and severally, will shall indemnify and hold harmless Buyer, Buyer and the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholdersshareholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons Buyer the amount of, any loss, liability, claim, damage (including incidental and but expressly excluding therefrom any incidental, punitive, exemplary or consequential damagesdamages to any Indemnified Persons), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers or Parent in this Agreement, the Exhibits attached heretoDisclosure Schedule, the Asset Purchase Agreement, or any other certificate or document delivered by Sellers pursuant to this Agreement or the Asset Purchase Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateAsset Purchase Agreement; (dc) any Breach by either Seller Sellers of any covenant or obligation of such Seller Sellers in this Agreement or the Asset Purchase Agreement; (d) the Excluded Liabilities; or (e) 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 Sellers or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 8.2 will not be exclusive of or limit any and shall curtail all other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their then respective representatives, stockholders, controlling persons, Representatives and affiliates Related Persons (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate without giving effect to any supplement to the Disclosure Letter; (dc) any Breach by either a Seller of any covenant or obligation of such a 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 one or more of the Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions; (f) any other adverse matter relating to either the Company or the Shares in which the principal event giving rise thereto occurred prior to the Closing and which results from or arises out of any action or inaction of a Seller or his or her Representatives prior to the Closing; (g) any claim for indemnification under Sections 7.1, 7.2, or 7.3, including without limitation the failure of the Company to be treated as an S Corporation for any period of time through the Closing Date; (h) the design, operation, or administration of a Company Plan prior to the Closing Date, regardless of whether any such Damages are discovered or imposed by the Buyer, the IRS, the Department of Labor, the PBCG, a court, or any other governmental entity or tribunal, or an independent auditor (whether discovered or imposed in connection with the operation of a Company Plan, termination of a Company Plan, or otherwise); (i) the actual or alleged failure of the Company prior to the Closing Date to qualify to do business as a foreign corporation and to remain in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, required such qualification as disclosed in Part 3.1 of the Disclosure Letter; (j) with respect to the Company's real property located in Maysville, Kentucky, (i) the existence of concrete and asphalt structures that extend beyond the property line on the east side of the parcel and (ii) the existence of a permanent drainage and utility easement under the south-west corner of the building constructed on such property, in each case, as disclosed in Part 3.6 of the Disclosure Letter and as depicted in the Survey dated September 9, 2002, prepared by Kleingers & Associates, West Xxxxxxx, Ohio; (k) the Company's sponsorship of, or status as a fiduciary or contributing employer with respect to, The Crystal Tissue Company Hourly Employee Pension Plan on or before the Closing Date; (l) the incident that resulted in an injury to Xx. Xxxxx X. Flory, an employee of the Company, as disclosed in Part 3.10 and elsewhere in the Disclosure Letter; (m) the use by the Company of software in excess of the number of authorized software licenses possessed by the Company, as disclosed in Part 3.10 of the Disclosure Letter; (n) The Company's actual or alleged liability for Kentucky Use Tax, as disclosed in Part 3.10 of the Disclosure Letter; (o) the actual or alleged failure by S&K International Co., Ltd., a supplier to the Company, to comply with the social compliance policies of Wal-Mart Stores, Inc., as disclosed in Parts 3.10, 3.17 (D) and elsewhere in the Disclosure Letter. (p) any claim asserted against the Company by Xxxxxx Paper Company of Mass, Inc or its affiliates ("Xxxxxx") arising out of or relating to the verbal agreement between the Company and Xxxxxx relating to the Anti-Dumping Claim, as described in Part 3.12 of the Disclosure Letter, including without limitation any such claim arising out of the termination prior to the Closing Date or within forty-five (45) days thereafter of such verbal agreement and/or the failure or refusal of the Company to support or to participate as a petitioner in the filing of, or opposition by the Company of, the Anti-Dumping Claim, regardless of whether such termination, or failure or refusal by the Company or opposition occurs prior to or subsequent to the Closing Date, but in the case of termination of said verbal agreement, within forty-five (45) days after the Closing Date; (q) the actual or alleged failure by the Company prior to the Closing Date to fully comply with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets, as described in Part 3.14 and elsewhere of the Disclosure Letter; (r) the omission from the Company's Close Corporation Agreement of a statement that the shareholders intend to be bound by ORC ss.1701.591, as disclosed in Part 3.17(C) of the Disclosure Letter; (s) claims relating to any actual or alleged failure by the Company to comply with the provisions of its Close Corporation Agreement, in each case, as disclosed in Part 3.17 (D) of the Disclosure Letter; (t) the actual or alleged failure of CTC to comply with its NPDES permit and the State of Ohio's air pollution controls and laws, as disclosed in Part 3.19 of the Disclosure Letter. Other than as to either any breach of a covenant of the Sellers set forth in Section 6 of the Agreement, the remedies set forth in Section 11.3 hereof or any claim based on fraud or intentional misrepresentation, the indemnification provided in this Section 9.2 will not be 11 is exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their its respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense expenses (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-third party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (ed) 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 Innerspace (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersFrom and after the Closing, jointly and severallySellers will indemnify, will indemnify defend, and hold harmless BuyerPurchaser, the Company, and their respective representatives, stockholders, controlling persons, Representatives and affiliates Affiliates (collectively, the "“Purchaser Indemnified Persons"”) forfrom, against, and will pay in respect of any and all Damages sustained or incurred by any Purchaser Indemnified Person to the Indemnified Persons the amount extent relating to, resulting from, or arising out of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of or inaccuracy in any representation or warranty made by Sellers in Article II of this Agreement, the Exhibits attached hereto, Agreement and its accompanying schedules: (b) any breach or nonfulfillment by any Seller or Seller Individual of any covenant or obligation of any Seller in this Agreement or any other certificate or document delivered by Sellers pursuant to this Agreementhereunder; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (e) any claim by Xxxxxx Xxxxxxxx & Co., or without limitation, any other 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 any Seller or the Company (or any person acting on of their behalfrespective Representatives) in connection with any of the transactions contemplated herebyin this Agreement; (d) any payments, claims or Proceedings resulting from, arising out of, relating to, or caused by any Liability of the Company for any Taxes of the Company with respect to any Tax year or portion thereof ending on or before the Closing Date (or for any Tax year beginning before and ending after the Closing Date to the extent allocable (determined in a manner consistent with Section 6.2 hereof) to the portion of such period beginning before and ending on the Closing Date) and to the extent such Taxes are not reflected in the reserve for Tax Liability on the Company’s books and records; (e) any claims or Proceedings resulting from, arising out of, relating to or caused by any Liability of any Seller related to Sellers’ relationship/arrangements under the Special Equity Incentive Plan; (f) net of reserves reflected in the Closing Balance Sheet, the collectability within the 36-month period following the Closing Date of the unbilled retainage of the Company as of the Closing Date; provided that this indemnity shall not apply to retainage, or any portion thereof, to the extent it is the subject of dispute (other than arising out of an ability to pay) between the Company and the customer and provided, further, that any such retainage that is reimbursed by Sellers to Purchaser under this Section 5.2(f) shall, at the request of Sellers, be assigned by Purchaser to Sellers; or (g) net of reserves for bad debts and write-offs reflected in the Closing Date Balance Sheet, the collectability within the 24-month period following the Closing Date of the Accounts Receivable as of the Closing Date; provided that any such receivables that are reimbursed by Sellers to Purchaser under this Section 5.2(g) shall, at the request of Sellers, be assigned to Sellers. To the extent that Sellers become obligated to make any monetary payment to Purchaser, Purchaser retains a reasonable right of offset in the principal of the Note. The remedies provided right of offset is limited to a reasonable estimate of damages and will be applied to payments otherwise due under the Note in the inverse order of maturity, such that later due payments will be offset first. Interest will continue to accrue on any offset from the Note that later proves to be unneeded. With respect to indemnification matters not involving Proceedings brought or asserted by third parties, within ten (10) days after receipt of written notification from the Purchaser Indemnified Persons supported by reasonable documentation setting forth the nature of the circumstances entitling the Purchaser Indemnified Persons to indemnity hereunder, Sellers, at no cost or expense to the Purchaser Indemnified Persons, shall diligently commence resolution of such matters in a manner reasonably acceptable to the Purchaser Indemnified Persons and shall diligently and timely prosecute such resolution to completion. If Sellers, within ten (10) days after their receipt of such notice (or such shorter time as may be necessary under the circumstances), fail to diligently commence resolution of such matters in a manner reasonably acceptable to the Purchaser Indemnified Persons, the Purchaser Indemnified Persons shall have the right to undertake all appropriate and reasonable actions to resolve or otherwise address such matters at the sole expense of Sellers. If Sellers dispute any Liability in connection with such claim, Sellers shall pay any undisputed part of such Liability and Purchaser and Sellers shall have thirty (30) days to resolve any remaining dispute. If litigation or any other Proceeding is commenced between Sellers and any Purchaser Indemnified Person, the prevailing party in such litigation or other Proceeding shall be entitled to recover all reasonable costs and expenses incurred in connection with such litigation or other Proceeding, including, without limitation, attorneys’ fees. If litigation or any other Proceeding is commenced or threatened by any third party for which the Purchaser Indemnified Persons are entitled to indemnification under this Section 9.2 5.2, the provisions of Section 5.4 shall control. Any payments owed by Sellers to the Purchaser Indemnified Persons under this Section 5.2 may, at Sellers’ election, be satisfied by a reduction in the principal amount of the Note, with such reduction being applied to principal payments otherwise due under the Note in the inverse order of maturity, such that later due payments will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Personsoffset first.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, (a) The Majority Sellers shall be jointly and severallyseverally liable for 100% of, and the Minority Sellers shall be severally and not jointly liable for their respective Pro Rata Share of, and will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Buyer Indemnified Persons"”) for, and will pay to the Buyer Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, or 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, directly or indirectly, from or in connection with: with (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (bi) any breach of any representation or warranty regarding the Company made by Sellers and the Company in Section 3 of this Agreement, the Exhibits attached hereto, Agreement or in any other certificate or document delivered by Sellers the Company pursuant to this Agreement; ; or (cii) any breach by the Company of any covenant or obligation of the Company in this Agreement. (b) Each Seller, severally and not jointly, will indemnify and hold harmless the Buyer Indemnified Persons for, and will pay to the Buyer Indemnified Persons the amount of, any Damages arising, directly or indirectly, from or in connection with any breach of (i) any representation or warranty regarding such Seller made by Sellers such Seller in Section 4 of this Agreement as if such representation or warranty were made on Agreement, and as of the Closing Date; (dii) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement;. (ec) Each Minority Seller acknowledges and agrees that it is liable for, and shall promptly pay to the Majority Sellers upon demand therefor, such Minority Sellers’ Pro Rata Share of any claim Damages paid by the Majority Sellers pursuant to this Section 7, and that the Majority Sellers shall be entitled to cause the Seller Representative to pay to the Majority Seller any portion of the Escrow Funds, the Seller Representative Expense Amount, or any other amount payable to such Minority Seller in setoff against any such Pro Rata Share of such Damages not paid when due. Nothing contained herein shall limit the remedies available to the Majority Sellers at law or equity with respect to any amounts payable thereto 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 Minority Seller or the Company (or any person acting on their behalf) in connection with the payment of Damages hereunder. (d) Solely for purposes of calculating Damages, all “materiality”, “material adverse effect” and other qualifiers of similar import contained in any representation, warranty or covenant of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not Company or Sellers shall be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Personsdisregarded.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach material Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement; (c) any services provided by the Company prior to the Closing Date; (d) any litigation, claim or liability existing, made, Threatened, or arising from, any conduct, action or transaction by the Sellers or the Company prior to Closing and not reflected on the Balance Sheet; 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 any Seller or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) 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 (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 any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions, regardless of whether disclosed in the Disclosure Letter. The remedies provided in this Section 9.2 11.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") Purchaser for, and will pay to the Indemnified Persons Purchaser the amount of, any actual loss, liability, claim, damage (including incidental excluding any and all punitive, exemplary, or consequential damages), expense (including costs of investigation and defense and reasonable attorneys' attorney's fees) or diminution of value), whether or not involving a third-party claim claim, suffered or incurred by the Purchaser (including all Damages suffered or incurred by the Company or any Subsidiary which would not have been suffered or incurred if there had been no breach of any representation, warrant or covenant made by Sellers under this Agreement or in any other document delivered by Sellers pursuant to this Agreement (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (d) in any Breach other document delivered by either Seller of any covenant or obligation of such Seller in Sellers pursuant to this Agreement; (eb) any breach by any Seller of any covenant in or obligation of, any Seller in this Agreement or any other document delivered by such Seller pursuant to his 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 with either any Seller or the Company or any Subsidiary (or any person Person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided by this Agreement; or (d) (i) any debt, obligation or liability of the Company or any Subsidiary, or any claim against any of them, of any kind, whether known or unknown, contingent, absolute or otherwise affecting the Company or any Subsidiary which resulted from or arose out of the operation of the Company or the Subsidiaries prior to Closing, to the extent (A) not disclosed in this Agreement (including any of the Schedules hereto) or reflected or disclosed in the balance sheets forming a part of the Financial Statements (including without limitation, any liability for Taxes (other than Taxes not yet due and payable in the amounts reflected on the Final Closing Balance Sheet, Taxes constituting sales taxes in connection with accounts payable reflected on the Final Closing Balance Sheet and Taxes relating to the period after Closing not resulting from any breach of representation or warranty of Sellers hereunder)); (B) not taken into account in determining Net Worth (as defined in Section 9.2 will 2.3(a); or (C) not be exclusive arising under any non-material contract; (ii) the Designated Liabilities; (iii) financial aid irregularities relating to operation of the Schools that occurred or relate to activities or actions occurring prior to the Closing, including without limitation any liabilities resulting from or arising out of any show cause order (including the Show Cause Order), any audit review disallowances, improperly disbursed student financial assistance program funds or similar determinations ("Pre-Closing Financial Aid Irregularities") or the cost of responding to any audits, program reviews or other investigations which disclose material Pre-Closing Financial Aid Irregularities, whether such audit or investigation is in progress as of the Closing Date or commences after the Closing or (iv) litigation affecting the Company or any Subsidiary pending or threatened as of Closing. (e) notwithstanding anything contained in Section 4.21 or Schedule 4.21(a) or 4.21(b) any Damages, penalties or taxes arising out of or limit any other remedies that may be available in connection with the formation, operations and termination of its Employee Benefit Plans prior to Buyer or Closing (including, but not limited to, the other Indemnified Personstermination and operation of the International Academy of Merchandising & Design, Ltd. Employees' Profit Sharing Plan, the failure to file IRS Forms 5500 and the distribution of assets from the International Academy of Merchandising & Design, Ltd. Employees' Profit Sharing Plan and related to the failure to procure an IRS determination letter from the effective date of the 401(k) Plan), to the extent not taken into account in determining Net Worth. Sellers will prepare and file the final IRS Form 5500 for the International Academy of Merchandising & Design, Ltd. Employees' Profit Sharing Plan under the Department of Labor's delinquent filers program.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their Buyer's respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Buyer Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers or the LLC in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers or the LLC pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either any Seller or the LLC of any covenant or obligation of such Seller or the LLC in this Agreement;; or (ec) 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 any Seller or the Company LLC (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 5.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Buyer Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Acquired Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) 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 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 the Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons. The Buyer also has the right of set off against any royalty payments.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the other terms and conditions of this Agreement, Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyCADDX, International and their respective employees, officers, directors, agents, representatives, stockholders, controlling persons, persons and affiliates (collectively, the "Indemnified PersonsLNDEMNIFIED PERSONS") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), or reasonable expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value), whether or not involving a third-party claim (collectively, "DamagesDAMAGES"), arising, directly or indirectly, arising from or in connection with: (a) any and all loss, liability or damage suffered or incurred by Buyer in respect breach of any debt, obligation representation or liability of the Company or of warranty made by such Seller not disclosed in this Agreement, any of the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or in writing any other certificate or document delivered by such Seller pursuant to Buyer prior to the Closing Datethis Agreement; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers such 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 ARTICLE III, SECTION 3(o) hereof as having caused the condition specified in ARTICLE IX, SECTION 1 not to be satisfied; (dc) any Breach breach by either any Seller of any covenant or obligation of such Seller in this Agreement;; or (ed) any claim by any Person person or entity 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 any Seller, CADDX or the Company International (or any person or entity acting on their behalf) in connection with the Transaction. Notwithstanding anything contained in this Agreement to the contrary, Sellers shall not be jointly and severally liable to Buyer for indemnification obligations under ARTICLE XI of this Agreement for any Damages directly relating to any Seller's liability to CADDX pursuant to Amendment No. 1 to the bylaws of CADDX, but rather any indemnification liability under ARTICLE XI of this Agreement in such instance shall be the sole obligation of the transactions contemplated herebySeller(s) who is liable to CADDX under Amendment No. 1 to the bylaws of CADDX. The remedies provided in this Section 9.2 ARTICLE XI, SECTION 2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable 49 attorneys' ’ fees) or diminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement; (d) (i) any matters disclosed in Parts 3.13(vi) with respect to 3.13(d)(i) and 3.15(a) of the Disclosure Letter and (ii) any matters disclosed in Part 3.19(3) through (6) of the Disclosure Letter; (e) 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 any Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions; or (f) any claim by any Governmental Body, or any filed or threatened citizen’s suit, that any reclamation under SMCRA completed through Phase III (as that term is used in connection with the reclamation requirements under federal SMCRA) at or prior to the Closing Date is incomplete, inadequate, incorrectly done, or is otherwise not in full compliance with the requirements of SMCRA. The remedies provided With respect to SMCRA, (i) indemnity for all non-reclamation liability under SMCRA, and indemnity for fines, penalties and other sanctions for reclamation violations of SMCRA prior to the Closing Date, and the defense thereof, shall be pursuant to (a) and/or (b) above, and (ii) indemnity for reclamation obligations under SMCRA other than fines, penalties and other sanctions shall be limited solely to, and no greater than described in (f) above. Further, with respect to indemnification pursuant to this Section 9.2 will 10.2 and Section 10.3, the underlying beneficiaries of the trusts that are Sellers (as set forth on the signature page hereto and in Part 3.3 of the Disclosure Letter) hereby acknowledge and agree to be jointly and severally liable for the indemnity obligations; however, provided such indemnity obligations to the underlying trust beneficiaries shall not be exclusive exceed the amount of actual dividends or limit distributions made by the applicable trust to such beneficiary at any other remedies that may be available to Buyer or time following the other Indemnified PersonsClosing Date.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersFrom and after the Closing, jointly the Sellers will, severally and severallynot jointly, will indemnify indemnify, defend and hold harmless Buyerharmless, on a Pro Rata basis, Buyer and the Company, Acquired Companies and their respective representatives, stockholders, controlling persons, Representatives and affiliates Related Persons (collectively, the "“Buyer Indemnified Persons"”) for, and will pay and reimburse to the Buyer Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' ’ fees), obligation, fine, cost, royalty, claim, demand or damage (including any incidental, punitive or consequential damages solely to the extent such damages are due to a third party in any third party claims, but not including any incidental, punitive or consequential damages arising out of or related to direct claims between the parties hereto) or diminution of value, whether or not involving a third-party claim (collectively, "“Damages"”), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or ; (b) any other certificate or document delivered Breach by Sellers pursuant to of any covenant or obligation of Sellers in this Agreement; (c) any breach liability arising out of any representation Seller Benefit Plans or warranty made by Sellers any other benefit plans maintained on or prior to the Closing Date on behalf of employees of the Company except to the extent, and only to the extent, any such liabilities are included in this Agreement as if such representation the calculation of the Actual Net Book Value; (d) any matter disclosed or warranty were made required to be disclosed on Schedule 3.15(a), Schedule 3.15(b), Schedule 3.15(c) or Schedule 3.15(d); (e) any liability arising out of state unclaimed property laws and as of related to periods prior to the Closing Date; (df) except to the extent included in Net Book Value, any Breach by either Seller and all Taxes of the Sellers and any covenant and all Taxes of the Acquired Companies related to periods on or obligation of such Seller in this Agreement;prior to the Closing Date; or (eg) 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 the Sellers or the Company Acquired Companies (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyProposed Transactions. The Except for claims related to fraud or intentional misrepresentation, from and after the Closing, the remedies provided in this Section 9.2 will not Article 8 shall be the sole and exclusive monetary remedies available to the Buyer Indemnified Persons with respect to any breach or alleged breach of any representation, warranty, covenant or limit agreement contained in this Agreement or any other remedies that may be available to Buyer dispute or matter arising in connection with this Agreement, the other agreements delivered by Sellers pursuant hereto, or the Proposed Transactions and shall preclude any Buyer Indemnified Person from seeking any other Indemnified Personsmonetary remedy in respect of any such matters.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, Buyer and the Company, Company and their respective representatives, stockholders, controlling persons, successors and affiliates assigns (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, penalty, assessment (including accrued interest and interest estimated to accrue through the date of final disposition of any assessment of Taxes), damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to Section 3 of this Agreement; (cb) any breach of product shipped or manufactured (if any) by, or any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of services provided by, the Closing Company prior to the Effective Date; (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (ec) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon on any agreement or understanding alleged to have been made by any such Person with either any Seller or the Company (or any person Person acting on their any Seller's behalf) in connection with the transactions contemplated hereby; (d) any Breach of any representation or warranty made by any Seller in this Agreement or any certificate or document delivered by any Seller pursuant to this Agreement (not including the Employment Related Agreements), other than those contained in Section 3 or those referred to in Section 6.2(c); (e) any Breach by any Seller of any covenant or obligation of such Seller in this Agreement or any other agreement or document delivered by such Seller pursuant to this Agreement (not including the Employment Related Agreements); (f) any claim or right of any Former Shareholder against the Company or Buyer or any of its securities or otherwise arising in connection with or related to the transactions or matters described in, or contemplated by, this Agreement or the Former Shareholder Releases; (g) any claim or right of any Person other than a Seller or Former Shareholder with respect to the capital stock or other securities of the Company arising from or related to a date and time prior to the Effective Date; or (h) any claim that, at the time of the consummation of the transactions contemplated herebyby this Agreement, any Person other than Sellers or Former Shareholders owns or holds, or has any right, title or interest in or to, any equity securities of the Company. The remedies provided in this Section 9.2 6.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSubject to the limitations set forth in Section 11.5(a), Sellers will, jointly and severallyseverally (except as provided in subsection (b) below), will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, 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, directly or indirectly, from or in connection with: (a) any and all loss, liability untruth 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach inaccuracy of any representation or warranty made by the Sellers in or pursuant to this Agreement, the Exhibits attached hereto, Agreement or in any other certificate or document delivered by Sellers or Sellers’ Representative pursuant to this Agreement, other than any such untruth or inaccuracy (i) with respect to the representations and warranties made in or pursuant to Section 4, or (ii) that is disclosed in a supplement to the Disclosure Letter delivered pursuant to Section 6.5; (cb) any breach untruth or inaccuracy of any representation or warranty made by Sellers a Seller in Section 4 of this Agreement as if Agreement, other than any such untruth or inaccuracy that is disclosed in a supplement to the Disclosure Letter delivered pursuant to Section 6.5; provided, however, notwithstanding any other provision of this Agreement, any and all indemnity obligations related to any untruth or inaccuracy of any representation or warranty were made on and as of a Seller in Section 4 shall be borne only by the Closing Date;Seller who was responsible for such Breach. (dc) the failure by any Breach by either Seller of to observe or perform any covenant or obligation of such Seller in this Agreement; (d) any Claims or Threatened Claims against an indemnified party arising in connection with the actions or inactions of the Company or the Sellers or the officers, directors, partners, employees or agents of the Company with respect to the business of the Company or its predecessors in interest or its real property or other assets prior to the Closing, except as set forth in Part 11.2(d) of the Disclosure Letter; (e) any of the items listed on Part 11.2(e) of the Disclosure Letter; (f) any Transaction Costs not set forth on Part 3.35 of the Disclosure Letter; (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 either Seller or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions; or (h) any excess of the Purchase Price Adjustment owing to buyer over the Price Adjustment Amount. The remedies provided in If Buyer has a claim for indemnification under this Section 9.2 11.2, Buyer will deliver to Sellers’ Representative one or more written notices of Damages. Any written notice will state in reasonable detail the basis for such Damages to the extent then known by Buyer and the nature of Damages for which indemnification is sought, and it may state the amount of Damages claimed by Buyer. If such written notice (or an amended notice) states the amount of Damages claimed and Sellers’ Representative notifies Buyer that Sellers do not dispute the claim described in such notice or fails to notify Buyer within 20 business days after delivery of such notice by Buyer whether Sellers dispute the claim described in such notice, such Damages in the amount specified in Buyer’s notice will be admitted by Sellers, and Sellers will pay the amount of such Damages to Buyer. If Sellers have timely disputed their liability with respect to such claim, Buyer and Sellers will proceed in good faith to negotiate a resolution of such dispute. If a written notice does not state the amount of Damages claimed, such omission will not be exclusive preclude Buyer from recovering from Sellers the amount of or limit Damages with respect to the claim described in such notice if any such amount is promptly provided once determined. Buyer and Sellers agree that (i) subject to Section 2.5 for any indemnification under Section 11.2(h), (ii) except for Section 11.2(b) and (iii) except for any indemnification under Section 11.2(f) which in the aggregate exceeds $1,000,000, and for which the Buyer may pursue any available remedies for the aggregate amount, Buyer shall recover any indemnification provided by Sellers under this Section 11.2 first from the Indemnification Escrow Amount held by the Escrow Agent before pursuing any other remedies that may be available to Buyer or the other Indemnified Personsremedies, if available.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers or the Acquired Companies in this Agreement, the Exhibits attached hereto, Agreement or any other certificate or document delivered by Sellers or the Acquired Companies pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers or the Acquired Companies in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement; (d) 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 either any Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 11.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and Sellers will severally, will based upon the relative number of Shares sold by each Seller, indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers 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; (dc) any Breach by either Seller Sellers of any covenant or obligation of such Seller Sellers in this Agreement; (ed) 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 Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersAfter the Closing, jointly and severally, Seller will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) forfrom and against, and will pay to the Indemnified Persons the amount of, of any loss, liability, claim, damage (including incidental and consequential damages)damage, 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers Seller in this Agreement, the Exhibits attached hereto, Disclosure Schedule or any other certificate or document delivered by Sellers Seller pursuant to this Agreement, including any amounts by which the Accounts Receivable as reflected on Schedule 3.4(b) are not collectible in the Ordinary Course of Business within 60 days of the Closing Date, provided such uncollected Accounts Receivable are transferred to Seller; (b) any Breach by Seller of any covenant or obligation of Seller in this Agreement; (c) any breach of product shipped or manufactured by, or any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of services provided by, the Company prior to the Closing Date;; and (d) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (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 the Seller or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided Seller shall have no liability for indemnification with respect to claims under Section 7.2(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 (including the first $25,000 of such Damages). However, the immediately preceding sentence shall not apply to claims (i) under Section 7.2(a) with respect to matters arising in respect of Sections 3.2(a), 3.3, 3.12 and 3.15, or (ii) for all cash out-of-pocket Damages relating to any amounts by which the Accounts Receivable as reflected on Schedule 3.4(b) are not collectible in the Ordinary Course of Business within 60 days of the Closing Date to the extent such uncollected Accounts Receivable are transferred to Seller. Seller’s total liability for Damages pursuant to this Section 9.2 will Article VII shall not be exclusive exceed $15,000,000 except for (i) Damages relating to claims arising out of or limit related to Seller’s representations regarding capitalization of the Company as set forth in Section 3.3(a) and ownership by Seller of the Purchased Shares free and clear of any other remedies that may Encumbrances as set forth in Section 3.3(b), or (ii) Damages from any intentional breach by Seller of any of Seller’s representations, warranties, covenants or obligations, and Seller will be available liable for all Damages with respect to Buyer or the other Indemnified Personsany such breaches.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, Rowe will indemnify and hold harmless xxxmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and damage(other than punitive, indirect or consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (d) any misrepresentation of an item of income or expense in the Company's Financial Statements; (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 any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSubject to the limitations described herein, jointly Sellers severally, and severallynot jointly, will indemnify and hold harmless Buyer, the Company, Company and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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"), arisingarising or resulting from, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement or the Contribution Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement or the Contribution Agreement; (b) any Breach by Sellers of any covenant or obligation of Sellers in this Agreement or the Contribution Agreement, or any other document delivered by Sellers pursuant to this Agreement or the Contribution Agreement; (c) regardless of whether it may also constitute a Breach under Section 10.2 (a) or (b) above, any breach loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) arising from or relating to the operation, management or ownership of the Company, arising or related to the period on or prior to the Closing Date (whether known or unknown on the Closing Date). provided, however, that (i) except as provided in (ii) below, the aggregate -------- ------- amount of Damages for which the Sellers shall indemnify Buyer hereunder shall not exceed each Seller's pro rata share of the amount in the Post-Closing Escrow Fund (such indemnification to be provided by the Post-Closing Escrow Fund); (ii) the aggregate amount of Damages for which the Sellers shall indemnify Buyer hereunder for any Breach of a representation or warranty made by Sellers contained in this Agreement as if such representation Section 3.9 and 3.13 or warranty were made on and as for any claim based solely upon an intentional fraudulent misrepresentation of a material fact shall not exceed each Seller's pro rata share of the Closing Date; (d) any Breach by either cash Purchase Price plus each Seller's pro rata share of the principal of the Subordinated Note to the extent the Seller of any covenant or obligation receives payment in cash of such principal and, to the extent the seller is not so paid, such Damages shall constitute a set-off against the remaining balance due the Seller in this Agreement; on the Subordinated Note (esuch indemnification to be provided first by the Post- Closing Escrow Fund); and (iii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller or the Company (or any person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will Buyer shall not be exclusive entitled to assert any right to indemnification hereunder against the Sellers until Buyer's good faith estimate of or limit any other remedies that may all Damages for which the Sellers indemnify Buyer hereunder exceeds $100,000 (the "Indemnification Threshold") at which time Buyer shall be available entitled to Buyer or indemnification for all Damages which exceed the other Indemnified PersonsIndemnification Threshold (subject to the limitations described above).

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSubject to the limitations set forth below, jointly the Sellers and severallyDiamond, severally and not jointly, will indemnify and save and hold harmless Buyer, Purchaser and the Company, and their respective representativesofficers, directors, employees, stockholders, controlling personsagents, representatives, Affiliates, successors and affiliates assigns (collectively, the "“Purchaser Indemnified Persons"”) for, and will pay to the Purchaser Indemnified Persons the amount of, of any loss, liabilityLiability, action, cost, claim, damage (including incidental damage, reasonable and consequential damages), necessary expense (including third-party costs of investigation and defense and reasonable attorneys' ’ fees) or diminution of value), whether or not involving a third-third party claim (collectively, "“Damages"”), arisingwhich any Purchaser Indemnified Persons suffers, directly sustains or indirectlybecomes subject to, from or as a result or, in connection with, arising from, relating to or by virtue of any of the following matters; provided, however, that Damages shall not include any indirect, special, punitive, exemplary, incidental or consequential damages of any kind, except for any indirect, special, punitive, exemplary, incidental or consequential damages of any kind actually paid to third parties by a Purchaser Indemnified Person: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by the Company or the Sellers in this Agreement, the Schedules, or any Exhibits attached hereto, or any other closing certificate or document delivered by the Company or the Sellers pursuant to this Agreement; (b) any Breach by the Company or the Sellers of any covenant or obligation in this Agreement or any Exhibits hereto, or any other closing certificate or document delivered by the Company or the Sellers pursuant to this Agreement; (c) any breach the amount of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as Liabilities of the Closing DateCompany to any Seller arising prior to the First Installment Closing, to the extent that such amounts are not paid prior to the First Installment Closing, are not included as an accrued expense in determining the Final Net Working Capital, or are not deemed Indebtedness for purposes of determining the First Installment Purchase Price; (d) any Breach by either Seller the amount of any covenant Sellers’ Expenses to the extent that such amounts are not paid prior to the First Installment Closing, are not included as an accrued expense in determining the Final Net Working Capital, or obligation are not deemed Funded Debt for purposes of such Seller in this Agreement;determining the First Installment Purchase Price; and (e) any claim Taxes owed 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 (arising from tax incidents for any tax period ending on or any person acting on their behalf) prior to the First Installment Closing which are unpaid at the First Installment Closing, to the extent that such amounts are not paid prior to the First Installment Closing or not included as an accrued expense in connection with any of determining the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified PersonsFinal Net Working Capital.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitations on the duration of the following indemnities which are set forth in Section 10.6 hereof, and subject to the limitations on liability set forth in Section 10.7 hereof, Sellers, jointly and severally, will indemnify agree to indemnify, defend, protect and hold harmless Buyer, Buyer and the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any and all loss, liability or damage suffered Any Damages asserted against 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 Exhibits attached hereto, Indemnified Persons which result from a condition which existed as of or in writing to Buyer prior to the Closing Date;date of this Agreement (November 10, 2003) which Damages were not accrued in the Balance Sheet Liabilities. (b) Any Damages asserted against or incurred by any breach of the Indemnified Persons which result from a condition which existed as of or prior to the date of this Agreement but which Damages were not recorded in or which were not accrued in the Balance Sheet Liabilities because such Damages, at the time the Balance Sheet Liabilities were determined, either: (i) were not known to the Seller; (ii) were known to the Seller but were deliberately omitted from the Company’s financial statements; or (iii) were known but were too contingent as of that date to record on the Interim Balance Sheet as a liability under GAAP. (c) Any Damages asserted against or incurred by any of the Indemnified Persons which result from a condition which existed as of or prior to the date of this Agreement but which Damages result from an agreement of guaranty, indemnification or suretyship made by the Sellers or the Company and which agreement: (i) was not identified on Schedule 8.2(c) and (ii) was not made in the ordinary course of business. (d) Any Breach of, or Alleged Breach with respect to, any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement (giving effect as provided in Section 10.7(f) to a supplement to the Disclosure Letter provided for in Section 2(g) of that First Amendment Agreement dated June 25, 2004 amending this Agreement;), provided, however, that in connection with any Breach or Alleged Breach of any representation and warranty in Section 3.6, Buyer agrees to use good faith efforts to pursue for a reasonable period of time any claim Buyer has, if any, against the Title Company that issued the title policy in connection therewith prior to pursuing any claim against Sellers. (ce) any breach of Any Breach of, or Alleged Breach with respect to, any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date;Date (giving effect as provided in Section 10.7(f) to a supplement to the Disclosure Letter provided for in Section 2(g) of that First Amendment Agreement dated June 25, 2004 amending this Agreement), provided, however, that in connection with any Breach or Alleged Breach of any representation and warranty in Section 3.6, Buyer agrees to use good faith efforts to pursue a reasonable period of time any claim Buyer has, if any, against the Title Company that issued the title policy in connection therewith prior to pursuing any claim against Sellers; provided, however, that Buyer may preserve its rights under this Article 10 regarding that Damage resulting from that Breach or Alleged Breach by giving Sellers a Claim Notice regarding that Damage. (df) Any Breach by either Seller of any covenant or obligation of such Seller in this Agreement or any Alleged Breach by either Seller of any covenant or obligation of such Seller in this Agreement. (g) Any Formerly Owned Facilities Breach, or any Alleged Breach with respect to a Formerly Owned Facility. (h) Any inaccuracy in or breach of any of the following statements as of November 10, 2003: (i) The books of account, minute books, stock record books, and other records of the Acquired Companies, all of which have been made available to Buyer, are complete and correct and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934, as amended (regardless of whether or not the Acquired Companies are subject to that Section), including the maintenance of an adequate system of internal controls. The minute books of the Acquired Companies contain accurate and complete records of all meetings held of, and corporate action taken by, the stockholders, the Boards of Directors, and committees of the Boards of Directors of the Acquired Companies, and no meeting of any such stockholders, Board of Directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books. (ii) The Financial Statements and notes fairly present the financial condition and the results of operations, changes in stockholders’ equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet); (eiii) The Financial Statements reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of the Company. (i) Any product shipped or manufactured by, or any services provided by, any Acquired Company prior to the Closing Date. (j) Any Damages asserted against or incurred by any of the Indemnified Persons which result from a matter disclosed in Part 3.15 of the Disclosure Letter and any action threatened or brought by a third party against the Acquired Companies prior to the Closing Date. (k) 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 any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Seller Transactions or the Contemplated Buyer Transactions. (l) Any claim, action, proceeding or demand alleging that the Assets or the use of the Assets by the Company constitutes an infringement upon or misappropriation upon any patent, trademark, copyright, trade secret or other intellectual property or proprietary right of any third party. The remedies provided At its sole expense and in this Section 9.2 will not be exclusive lieu of or limit any other remedies that may be available to indemnifying Buyer or the other Indemnified PersonsCompany for loss, costs, claims or damages covered by this subsection, Sellers may elect to either procure for Buyer and the Company the right to continue using the Asset free of any liability for infringement or violation or may elect to replace or modify the Asset in question with a non-infringing system or product of equivalent or better functionality that is reasonably satisfactory to Buyer.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates Affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Schedule), the Exhibits attached heretoDisclosure Schedule, the supplements to the Disclosure Schedule, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) 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; 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 Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers(a) Each Seller, jointly severally and severallynot jointly, will indemnify and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Buyer Indemnified Persons") Persons for, and will pay to the Buyer Indemnified Persons the amount of, of any loss, liability, claim, damage (including excluding damages that are, but only to the extent that they are, incidental and consequential damagesor consequential), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim and including the VAT (to the extent not recoverable) applicable to any of the foregoing (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (bi) any breach of or inaccuracy in any representation or warranty concerning such Seller and made by Sellers such Seller in this Agreement, Agreement (solely for purposes of determining the Exhibits attached hereto, or amount of any other certificate or document delivered by Sellers pursuant Damages related to this Agreement; (c) any a breach of or inaccuracy in any representation or warranty made by Sellers warranty, no effect will be given to any materiality, Material Adverse Change, Material Adverse Effect or similar qualification contained in this Agreement as if such representation or warranty were made on and as of the Closing Date;warranty); or (dii) any Breach by either Seller of such Seller's failure to perform or comply with any covenant or obligation of such Seller in this Agreement;Agreement or any Transaction Document. (eb) Each Seller severally and not jointly, and for that portion that is equal to the percentage interest represented by such Seller's total number of Shares owned as of the Effective Date compared to the total number of all Shares on the Effective Date, will indemnify and hold harmless the Buyer Indemnified Persons for, and will pay to the Buyer Indemnified Persons the amount of, any Damages arising, directly or indirectly, from or in connection with: (i) any claim breach of or inaccuracy in any representation or warranty concerning the Acquired Companies made in this Agreement (including the schedules to this Agreement) or any Transaction Document (solely for purposes of determining the amount of any Damages related to a breach of or inaccuracy in any representation or warranty, no effect will be given to any materiality, Material Adverse Change, Material Adverse Effect or similar qualification contained in such representation or warranty); or (ii) the Pending Litigation. For purposes of this Section 9.2, subject to the limitations on Damages set forth in Section 9.8, any Damages suffered, sustained or incurred 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 Acquired Company (or any person acting on their behalf) in connection with any as a result of the transactions contemplated hereby. The remedies provided matters set forth in this Section 9.2 will be deemed to be Damages incurred by Buyer, except that no amount will be included in such Damages if the amount is specifically included as a liability in the Audited November Financials; Damages will not be exclusive calculated with reference to any multiple that Buyer used, directly or indirectly, in determining the Purchase Price; and no Seller will have any indemnification liability for any breach of or limit the representations and warranties set forth in Section 4 by any other remedies that may be available to Buyer or the other Indemnified PersonsSeller.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersSubject to the provisions of Section 5.4 hereof, jointly and severally, each of the Sellers will indemnify and hold harmless Buyer, the Company, and their respective representativesRepresentatives, stockholdersunitholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the ------------------- amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, ------- from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached heretoDisclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either Seller any of the Sellers of any covenant or obligation of such Seller in this Agreement; (ec) 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 any of the Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions; (d) the Company's or any Seller's failure to pay any Taxes that are imposed on the Company or Sellers for the periods prior to January 1, 1999; (e) any claim by any Person with respect to any act or omission of the Company or Sellers with regard to the Company prior to January 1, 1999; (f) subject to the limitations of Section 5.4(d) hereof, the failure of gas delivered under the Gathering Agreement to conform to the CO\\2\\ specification set forth therein. In the event Buyer receives notice that its gas will be shut-in pursuant to Section 4.2 of the Gathering Agreement solely as a result of BRGI (as defined in the Gathering Agreement) electing to exercise its rights under Article 4.2 of Appendix A to the Gathering Agreement for high CO2 content and not as a result of any force majeure event, Buyer shall provide written notice to Sellers thereof no later than forty-eight (48) hours after receipt of notification from BRGI under the Gathering Agreement. Buyer and Sellers shall jointly cooperate with one another to find a mutually acceptable resolution to BRGI's refusal to accept the gas as a result of high CO\\2\\ content that will minimize Sellers' liability under this indemnity provision. Buyer shall take no action with respect thereto without Sellers having adequate opportunity to exercise its rights under Section 5.4(d) hereof; provided, however, if Sellers are unable to timely provide an alternative pursuant to section 5.4(d), Buyer shall have the right to enter into another agreement with a third Person giving due regard to minimizing Sellers obligations under this indemnity provision. The remedies provided in this Section 9.2 5.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons; provided, however, the limitations set forth in Section 5.4 hereof shall limit all liabilities of Sellers to Buyer or any Indemnified Person under this Agreement, the Disclosure Letter or any other certificate or document delivered to Sellers pursuant to this Agreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, Sellers will jointly and severally, will severally indemnify and hold harmless Buyer, Acquisition, the CompanySurviving Corporation, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-third- 39 party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, without giving effect to any supplement to Disclosure Letter, the Exhibits attached heretoDisclosure Letter and any of the supplements thereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either Seller Sellers or the Company of any covenant or obligation of such Seller Sellers or the Company in this Agreement; (ec) any product shipped or any services provided by Company prior to the Closing Date; and (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 Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, Buyer and their respective representatives, stockholders, controlling persons, and affiliates his Representatives (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (giving full effect to the Disclosure Letter and any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date, giving full effect to the Disclosure Letter and any supplement to the Disclosure Letter, and excluding without limitation 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; (dc) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement;; and (ed) 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 their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The Notwithstanding any other provision of this Agreement, (i) Sellers' obligation to indemnify and hold harmless Buyer and any other Indemnified Persons under this Section 10.2 or otherwise pay Damages under this Agreement is limited to the aggregate amount of $1,500,000, which is Sellers' maximum aggregate liability under this Section 10.2 or otherwise under this Agreement; provided, however, that this limitation shall not apply to any Indemnification Claim to the extent it arises out of or is based upon a Breach of Sellers' warranty of title with respect to the Shares or the provisions of Sections 3.1 or 3.3(b), (c) or (d) of this Agreement as to which claims Sellers' liability is limited to 110% of the amount of the Purchase Price, and (ii) Buyer's obligation to indemnify and hold harmless Sellers and any other Indemnified Persons under Section 10.3 or otherwise pay Damages under this Agreement is limited to the aggregate amount of $1,500,000, which is Buyer's maximum liability under Section 10.3 or otherwise under this Agreement. After the Closing, the remedies provided in this Section 9.2 10.2 will not be the sole and exclusive remedies of or limit Buyer for any Breach by Sellers of any provision of this Agreement and Buyer hereby waives and releases any other remedies that may be available right or remedy with respect to Buyer or the other Indemnified Personsany such Breach.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless BuyerTGI, the CompanyCompanies, and their respective representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and any other certificate or document delivered by Sellers or the Companies pursuant to this Agreement to the extent not cured or waived as of the Closing Date; (db) any Breach breach by Sellers or either Seller of the Companies of any covenant or obligation of such Seller in this AgreementAgreement to the extent not cured or waived as of the Closing Date; (ec) any product shipped or any services provided by either of the Companies or any Subsidiary prior to the Closing Date, less any insurance proceeds received by the Companies in connection therewith; or (d) 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 either of the Company Companies (or any person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided Contemplated Transactions other than fees of Certified to Xxxxxxxxxx, Xxxxx, Light & Xxxxxx, together with actual attorneys' fees, in this Section 9.2 will an aggregate amount not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Personsexceed $350,000.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. (a) On a joint and several basis, the Sellers, jointly and severallythe Co-borrowers only as to subparagraph (v) below (on a joint and several basis with each other and the Sellers), will hereby indemnify and hold harmless Buyerthe Buyer and its Representatives, the Company, stockholders and their respective representatives, stockholders, other equity holders and controlling persons, and affiliates persons (collectively, the "“Buyer Indemnified Persons"”) foragainst and from, and will shall pay to the Buyer Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) Damages or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), Claim for Damages arising, directly or indirectly, from from, relating to or in connection with: (ai) any and all loss, liability or damage suffered or incurred breach by Buyer in respect of any debt, obligation or liability of the Company or of Seller not disclosed in this Agreement, any of the Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Sellers of any representation or warranty made by Sellers in this Agreement, any of the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made in any other Transaction Document; (ii) any breach by any of the Sellers of any covenant or obligation of any of the Sellers contained in this Agreement or any transfer instrument or certificate delivered by any of the Sellers at the Closing; (iii) any Excluded Liability; provided, however, the Sellers shall have no liability for any Taxes or Damages with respect to Taxes (A) that are attributable to any transaction outside the ordinary course of business of the Sellers entered into by the Buyer or any Related Person or at the direction of the Buyer or any Related Person that occurs on and as or after the Closing Date, or (B) with respect to any taxable period or portion of a taxable period beginning after the Closing Date; (div) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement; (e) any claim the entry 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 (Buyer into this Agreement or any person acting on their behalfTransaction Document; and (v) any Damages and Claims arising pursuant to or in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified PersonsEncore Loan.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanySurviving Corporation, and their its respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers or Company in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers or Company in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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; (dc) any Breach by either any Seller or Company 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 matter disclosed in Part 3.15(2) of the Disclosure Letter to the extent any Damages exceed insurance proceeds; 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 the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the each Acquired Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified PersonsBUYER INDEMNIFIED PERSONS") for, and will pay to the Buyer Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental excluding Lost Profits and consequential damagesSpecial Damages (as defined in Section 10.10) except where an indemnified party has actually paid amounts on account of Lost Profits and Special Damages to a third party claimant), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value), whether or not involving a third-party claim (collectively, "DamagesDAMAGES"), incurred, arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach Breach of any representation or warranty made by Sellers in this Agreement as (after giving effect to any supplement to the Schedules), other than, if such representation or warranty were made on and as of the Closing Dateoccurs, Breaches of such representations or warranties that are 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, and for purposes of this subsection 10.3(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein, shall be disregarded, in determining any Breach thereof; (db) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement; (ec) 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 any Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated hereby. The remedies provided under the Transaction Documents; (d) any matter disclosed in this Section 9.2 will not be exclusive the Schedules hereto; (e) that certain lawsuit captioned Robxxx Xxxxxxxx x. TheraCom, Inc., Robxxx Xxxxxxx, xnd Marx Xxxxxx, xiled in the Superior Court of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.State of California for the County of Los Angeles on September 14, 2000; or

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, Sellers will jointly and severally, will severally indemnify and hold harmless Buyer, Acquisition, the CompanySurviving Corporation, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' and other professional fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this Agreement, without giving effect to any supplement to Disclosure Letter, the Exhibits attached heretoDisclosure Letter and any of the supplements thereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either Seller Sellers or the Company of any covenant or obligation of such Seller Sellers or the Company in this Agreement; (ec) any product shipped or any services provided by Company prior to the Closing Date; and (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 Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. The Sellers, jointly and severally, will indemnify and hold harmless the Buyer, the Company, Company and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, collectively the "Indemnified Persons") for, and will pay to the Indemnified Persons Persons, without duplication, the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by the Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Schedule), the Exhibits attached heretoDisclosure Schedule, the supplements to the Disclosure Schedule, or any other certificate or document delivered by the Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by the Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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 1.6(a)(ix) as having caused the condition specified in Section 6.1(a) not to be satisfied. (c) any Breach by any of the Sellers of any covenant or obligation of the Sellers in this Agreement; (d) any Breach by either Seller of product shipped or manufactured by, or any covenant or obligation of such Seller in this Agreementservices provided by, the Company prior to the Closing Date; (e) 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, including the Real Estate, or any other properties and assets (whether real, personal, or mixed, and whether tangible or intangible) in which the Company has or had an interest, or (B) any Hazardous Materials or other contaminants that were present on the Facilities, including the Real Estate, 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 whose conduct the Company is or may be held responsible at any time on or prior to the Closing Date, or (C) any Hazardous Activities that were, or were allegedly, conducted by the Company or by any other Person for whose conduct the Company is or may be held responsible; or (f) 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 the Company or any other Person for whose conduct the Company or may be held responsible, in any way arising from or alleged by arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities, including the Real Estate, or the operation of the Company prior to the Closing Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities, including the Real Estate (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from the Facilities, including the Real Estate on or prior to the Closing Date) or (ii) Released or allegedly Released by the Company or any other Person for whose conduct the Company is or may be held responsible, at any time on or prior to the Closing Date. (g) any matter disclosed in Part 3.1(q) of the Disclosure Schedule; or (h) 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 any of the Sellers or the Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 8.2 will not be exclusive of or limit any other remedies that may be available to the Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, Sellers jointly and severally, severally will indemnify Buyer and hold harmless Buyer, the Company, and their respective representatives, stockholders, controlling persons, and affiliates Acquired Companies (collectively, the "Indemnified PersonsINDEMNIFIED PERSONS") foragainst, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (not including incidental and consequential damages), except in the case where Sellers fail to close the Contemplated Transactions in breach of the terms and conditions of this Agreement) or expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "DamagesDAMAGES"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; provided, however, that if the Closing occurs, Sellers will have no obligation under this Section 10.2 with respect to any such Breach that is disclosed in a supplement to a Schedule to this Agreement or is expressly identified in the certificate delivered pursuant to Section 2.4(a)(ii); (db) any Breach by either any Seller of any covenant or obligation of such Seller in this Agreement; (ec) any costs, expenses or liabilities (including Taxes) of Sellers or any of their Affiliates (other than the Acquired Companies) arising out of or relating to the General Industrial Cleaning Business; or (d) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with either Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or and limit any other remedies that may be available to Buyer or the other Indemnified PersonsPersons other than as provided in Section 9.2 and for the remedy of specific performance.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, Sellers will indemnify and hold harmless Buyer, the Company, TIL and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach of any representation or warranty made by Sellers in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant to this Agreement; (c) any breach Any material Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as any other certificate or document delivered by Sellers, TIL pursuant to this Agreement; (b) any material Breach by Sellers of any covenant or obligation of Sellers in this Agreement; (c) any product sold, shipped or manufactured by, or any services provided by, TIL prior to the Closing DateClosing; (d) any Breach Taxes owed by either Seller of TIL relating to any covenant or obligation of such Seller in this Agreement;period prior to the Closing; and (e) 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 Sellers, TIL (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, Buyer and their respective representatives, stockholders, controlling persons, and affiliates his Representatives (collectively, the "“Indemnified Persons"”) for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, 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, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (giving full effect to the Disclosure Letter and any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date, giving full effect to the Disclosure Letter and any supplement to the Disclosure Letter, and excluding without limitation 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; (dc) any Breach by either Seller of any covenant or obligation of such Seller in this Agreement;; and (ed) 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 their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The Notwithstanding any other provision of this Agreement, (i) Sellers’ obligation to indemnify and hold harmless Buyer and any other Indemnified Persons under this Section 10.2 or otherwise pay Damages under this Agreement is limited to the aggregate amount of $1,500,000, which is Sellers’ maximum aggregate liability under this Section 10.2 or otherwise under this Agreement; provided, however, that this limitation shall not apply to any Indemnification Claim to the extent it arises out of or is based upon a Breach of Sellers’ warranty of title with respect to the Shares or the provisions of Sections 3.1 or 3.3(b), (c) or (d) of this Agreement as to which claims Sellers’ liability is limited to 110% of the amount of the Purchase Price, and (ii) Buyer’s obligation to indemnify and hold harmless Sellers and any other Indemnified Persons under Section 10.3 or otherwise pay Damages under this Agreement is limited to the aggregate amount of $1,500,000, which is Buyer’s maximum liability under Section 10.3 or otherwise under this Agreement. After the Closing, the remedies provided in this Section 9.2 10.2 will not be the sole and exclusive remedies of or limit Buyer for any Breach by Sellers of any provision of this Agreement and Buyer hereby waives and releases any other remedies that may be available right or remedy with respect to Buyer or the other Indemnified Personsany such Breach.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers(a) Subject to the limitations, jointly restrictions and conditions set forth in this Agreement, each of the Stockholders and Designated Officers (individually, an "Indemnifying Party", two or more, the Indemnifying Parties")will severally, will but not jointly, indemnify and hold harmless BuyerPurchaser, the Company, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Purchaser Indemnified Persons") for, and will pay to the Purchaser Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, collectively "Damages"), arising, directly or indirectly, from or in connection with: : (ai) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers such Indemnifying Party in this Agreement; or (ii) any Breach by such Indemnifying Party of any covenant or obligation of such Indemnifying Party in this Agreement. (b) Subject to the limitations, restrictions and conditions set forth in this Agreement, each of the Exhibits attached heretoIndemnifying Parties will severally but not jointly indemnify and hold harmless each of the Purchaser Indemnified Persons for, or pay to the Purchaser Indemnified Persons the amount of any other certificate Damages arising, directly or document delivered by Sellers pursuant to this Agreement; indirectly, from or in connection with: (ci) any breach Breach of any representation or warranty made by Sellers the Company in this Agreement as if such representation Agreement; or warranty were made on and as of the Closing Date; (dii) any Breach by either Seller the Company of any covenant or obligation of such Seller in the Company under this Agreement; (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 their behalf) in connection with any of the transactions contemplated hereby. The remedies provided in this Section 9.2 will not be exclusive of or limit 13.2 and any other remedies that may provided at equity will be the exclusive remedies available to Buyer or Purchaser and the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. SellersAfter the Closing, jointly and severallysubject to the limitations set forth in Article 10, each Seller will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, from and will pay to the Indemnified Persons the amount of, against any loss, liability, claim, damage (including incidental and consequential damages)damage, 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"), actually incurred or suffered by the Indemnified Persons arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers such Seller in this Agreement, the Exhibits attached hereto, or any other certificate or document delivered by Sellers pursuant Agreement (after giving effect to this Agreementall Updates); (c) any breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date; (db) any Breach by either such Seller of any covenant or obligation of such Seller in this AgreementAgreement intended to survive Closing, provided that each Seller shall be solely responsible for providing indemnification for its own Breach; (ec) 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 such Seller or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions, provided that each Seller shall be solely responsible for providing indemnification for its own breach. The After Closing, the remedies provided in this Section 9.2 10.2 will not be the sole and exclusive of or limit any other remedies that may be available to Buyer or the other Indemnified Persons of Buyer for any Breach of this Agreement and all other claims arising out of or relating to the subject matter of this Agreement and transactions contemplated hereby and shall preclude the assertion of all other claims and suits whatsoever, whether based in tort, in contract or otherwise. Further, in the event of a breach by a Seller of a representation or warranty of such Seller set forth in Sections 3.2(a), 3.2(c), 3.3(b), 3.17(b), 3.24 and/or 3.25 or of a covenant to be performed by such Seller (a "Seller Breach"), only the Seller responsible for such Seller Breach shall be liable for any Damages sustained or incurred as a result of such Seller Breach and the Buyer, on behalf of itself, its affiliates, Related Persons and all Indemnified Persons, covenants and agrees not to seek any Damages or personal money judgment against any Seller other than the Seller responsible for such Seller Breach for Damages sustained or incurred by any Indemnified Party arising out of or in connection with such Seller Breach. Further, in the event of a breach of a representation or warranty set forth in Sections 3.1, 3.2(b), 3.3(a), 3.3(c) and 3.4 through 3.23 (other than Section 3.17(b)) or of a covenant to be performed by an Acquired Company (a "Company Breach"), each Seller shall only be responsible for such Seller's Pro Rata Share of any Damages sustained or incurred as a result of such Company Breach and the Buyer, on behalf of itself, its affiliates, Related Persons and all Indemnified Persons of Buyer, covenants and agrees not to seek any Damages or personal money judgment against any Seller in excess of such Seller's Pro Rata Share of any Damages sustained or incurred by any Indemnified Party arising out of or in connection with such Company Breach.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally, will shall indemnify and hold harmless BuyerBuyers, the CompanyAcquired Companies, and their respective representativesRepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified PersonsINDEMNIFIED PERSONS") for, and will shall pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "DamagesDAMAGES"), arising, directly or indirectly, from or in connection with: (a) any 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 Exhibits attached hereto, or in writing to Buyer prior to the Closing Date; (b) any breach Breach of any representation or warranty made by Sellers in this AgreementAgreement (without giving effect to any supplement to the Disclosure Letter), the Exhibits attached heretoDisclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; (cb) any breach Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing DateDate 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)(vi) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by Sellers of any covenant or obligation of Sellers in this Agreement or any Section of the Disclosure Letter; (d) any Breach product shipped or manufactured by, or any services provided by, any Acquired Company prior to the Closing Date except to the extent such product or services was covered by either Seller of any covenant or obligation of such Seller in this Agreementinsurance less the retention amounts; (e) any matter disclosed in the Disclosure Letter that provides for indemnification pursuant to this Section 10.2(e) in respect thereof; 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 Sellers or the any Acquired Company (or any person Person acting on their behalf) in connection with any of the transactions contemplated herebyContemplated Transactions. The remedies provided in this Section 9.2 10.2 will not be exclusive of or limit any other remedies that may be available to Buyer Buyers or the other Indemnified Persons.