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

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally (subject to the personal limitations specified hereinafter in this Section 10.2), will indemnify and hold harmless Purchaser, the Acquired Companies, 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 Breach of any representation or warranty made by Sellers in this Agreement (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; ----------------------------- * Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, market by "*" have been seperately filed with the commission. (b) 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 without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by any of the Sellers of any covenant or obligation of such 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 Sellers or any Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. Notwithstanding anything in this Section 10.2 to the contrary, and except as provided in the following paragraph of this Agreement, the joint and several liability of the Sellers with respect to liability under this Section 10, shall be subject to the following limitations as to amount *. Further notwithstanding anything in this Agreement to the contrary, any liability of Smeck with respect to indemnification and Damages is limited to (x) any and all matters relating to the organization, operations and business activities of the Robexx X. Xxxxxx Xxxpany - Arizona, and (y) any and all matters relating to Section 3.3 of this Agreement, ownership of the Shares and title (including the quality thereof) of the Shares. The aforesaid threshold of [*] shall not be applicable with respect to any representations or warranties of the Sellers with respect to (i) Section 3.29 and Section 3.30 of this Agreement, (ii) claims against the Company or any Acquired Company or amounts which the Company or any Acquired Company is obligated to pay with respect to health insurance or health care of any of the employees of the Company or any Acquired Company and which arise from matters occurring prior to the Closing Date, (iii) Damages arising from the fact that prior to Closing all employees of the Company were deemed by the Company not to be subject to laws entitling certain employees to the receipt of payment for overtime and (iv) the licensure and good standing of the Company in the States of California and Wisconsin, it being acknowledged by the Sellers that the Company is not in compliance with licensure requirements in said States. Notwithstanding anything to the contrary in this Agreement, the Sellers shall be liable to the Company and to the Purchaser for any Damages with respect to licensure and good standing requirements in the States of California and Wisconsin. The Sellers represent and warrant to the Purchaser that the Company has commenced the licensing process in California and Wisconsin. The Purchaser agrees that, after the Closing, it will cause the Company to continue to pursue the license application so as to mitigate any Damages which might occur as a result of the absence of such licenses. The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Purchaser or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally (subject to the personal limitations specified hereinafter in this Section 10.2)severally, will indemnify and hold harmless PurchaserBuyer, the Acquired CompaniesCompany, 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 Breach of any representation or warranty made by Sellers in this Agreement (without giving effect to any supplement to the Disclosure LetterSchedules), the Disclosure LetterSchedules, the supplements to the Disclosure LetterSchedules, or any other certificate or document delivered by Sellers pursuant to this Agreement; ----------------------------- * Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, market by "*" have been seperately filed with the commission.; (b) 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 without giving effect to any supplement to the Disclosure LetterSchedules, other than any such Breach that is disclosed in a supplement to the Disclosure Letter Schedules and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by any of the Sellers either Seller of any covenant or obligation of such Sellers Seller in this Agreement; (d) any product shipped or manufactured by, or any services provided by, any Acquired the Company prior to the Closing Date; (e) any matter disclosed in Schedule 3.15; (f) any liability, cost or expense related to Buyer’s ownership of the Company Shares through its interest in OL, Alamar and Mar, as opposed to owning directly the Company Shares, it being understood that Buyer’s acquisition of the Shares rather than the Company Shares was effected as an accommodation to Sellers provided there was no adverse impact on Buyer; provided, that this Section 10.2(f) shall not include any liability, cost or expense related to Buyer’s corporate maintenance and accounting incurred after Closing with respect to OL, Alamar and Mar, including, without limitation, any legal and accounting costs and expenses incurred in connection with any reorganization of OL, Alamar and Mar following the Closing; 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 Sellers either Seller or any Acquired the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. Notwithstanding anything in this Section 10.2 to the contrary, and except as provided in the following paragraph of this Agreement, the joint and several liability of the Sellers with respect to liability under this Section 10, shall be subject to the following limitations as to amount *. Further notwithstanding anything in this Agreement to the contrary, any liability of Smeck with respect to indemnification and Damages is limited to (x) any and all matters relating to the organization, operations and business activities of the Robexx X. Xxxxxx Xxxpany - Arizona, and (y) any and all matters relating to Section 3.3 of this Agreement, ownership of the Shares and title (including the quality thereof) of the Shares. The aforesaid threshold of [*] shall not be applicable with respect to any representations or warranties of the Sellers with respect to (i) Section 3.29 and Section 3.30 of this Agreement, (ii) claims against the Company or any Acquired Company or amounts which the Company or any Acquired Company is obligated to pay with respect to health insurance or health care of any of the employees of the Company or any Acquired Company and which arise from matters occurring prior to the Closing Date, (iii) Damages arising from the fact that prior to Closing all employees of the Company were deemed by the Company not to be subject to laws entitling certain employees to the receipt of payment for overtime and (iv) the licensure and good standing of the Company in the States of California and Wisconsin, it being acknowledged by the Sellers that the Company is not in compliance with licensure requirements in said States. Notwithstanding anything to the contrary in this Agreement, the Sellers shall be liable to the Company and to the Purchaser for any Damages with respect to licensure and good standing requirements in the States of California and Wisconsin. The Sellers represent and warrant to the Purchaser that the Company has commenced the licensing process in California and Wisconsin. The Purchaser agrees that, after the Closing, it will cause the Company to continue to pursue the license application so as to mitigate any Damages which might occur as a result of the absence of such licenses. The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Purchaser Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally (subject to the personal limitations specified hereinafter in this Section 10.2), Activated will indemnify and hold harmless PurchaserBuyer, the Acquired CompaniesCompany, 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, whether or not involving a third- third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by Sellers in this Agreement Agreement, including, without limitation, those set forth in Sections 3.4 and 3.8 (without giving effect to any supplement to the Disclosure Letter), the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; ----------------------------- * Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, market by "*" have been seperately filed with the commission.; (b) 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 without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(v) as having caused the condition specified in Section 7.1 not to be satisfied; (c) any Breach by any of the Sellers Seller of any covenant or obligation of such Sellers Seller in this Agreement; (d) any services provided by, any Acquired by the Company prior to the Closing Date and prior to the FCC Approval 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 Sellers or any Acquired Company (or any Person acting on their behalf) matter disclosed in connection with any Part 3.15 of the Contemplated Transactions. Notwithstanding anything Disclosure Letter; provided, however, that in this Section 10.2 addition to the contrary, and except as provided in the following paragraph of any other remedy to which Buyer is entitled under this Agreement, in the joint and several liability event that the Litigation listed in Part 3.15 of the Sellers with respect to liability under this Section 10Disclosure Letter has a material adverse effect on the business, shall be subject to the following limitations as to amount *. Further notwithstanding anything in this Agreement to the contraryoperations, any liability of Smeck with respect to indemnification and Damages is limited to (x) any and all matters relating to the organizationassets, operations and business activities of the Robexx X. Xxxxxx Xxxpany - Arizona, and (y) any and all matters relating to Section 3.3 of this Agreement, ownership of the Shares and title (including the quality thereof) of the Shares. The aforesaid threshold of [*] shall not be applicable with respect to any representations condition or warranties of the Sellers with respect to (i) Section 3.29 and Section 3.30 of this Agreement, (ii) claims against the Company or any Acquired Company or amounts which the Company or any Acquired Company is obligated to pay with respect to health insurance or health care of any of the employees prospects of the Company or Masatepe S.A., or results in any Acquired Company and which arise from matters occurring prior to change in the Closing Date, (iii) Damages arising from the fact that prior to Closing all employees ownership of the Company were deemed or Masatepe S.A., Sellers agree that, upon Buyer's written demand, Activated shall immediately purchase from Buyer all or any part of the Interests for an amount (the "Repurchase Amount") calculated pursuant to the following formula: [(Percentage of Interests to be resold by Buyer to Sellers) divided by (Percentage of Interests owned by Buyer after a material adverse effect or change of ownership in the Company described in Section 10.2(e) of this Agreement)] multiplied by the Company not to be subject to laws entitling certain employees aggregate Purchase Price paid to the receipt of payment for overtime and (iv) Sellers under this Agreement = the licensure and good standing of the Company in the States of California and Wisconsin, it being acknowledged by the Sellers that the Company is not in compliance with licensure requirements in said States. Notwithstanding anything to the contrary in this Agreement, the Sellers shall be liable to the Company and to the Purchaser for any Damages with respect to licensure and good standing requirements in the States of California and Wisconsin. The Sellers represent and warrant to the Purchaser that the Company has commenced the licensing process in California and Wisconsin. The Purchaser agrees that, after the Closing, it will cause the Company to continue to pursue the license application so as to mitigate any Damages which might occur as a result of the absence of such licensesRepurchase Amount. The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Purchaser Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally (subject to the personal limitations specified hereinafter in this Section 10.2), Sellers will indemnify and hold harmless PurchaserBuyer, the Acquired Companies, and their respective Representatives, 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 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 Breach of any representation or warranty made by Sellers C. De la Torre, Sellers, each Seller under the respective Purchase Agreements, NSL, DLT or Lalande in this Agreement or any of the respective Purchase Agreements (without giving effect to any supplement to the Disclosure LetterLetter or any Disclosure Letter delivered pursuant to the respective Purchase Agreements), the Disclosure Letter, any Disclosure Letter delivered pursuant to the respective Purchase Agreements, the supplements to the Disclosure Letter, the supplements to any Disclosure Letter delivered pursuant to the Disclosure Letterrespective Purchase Agreements, or any other certificate or document delivered by C. De la Torre, Sellers, the Companies, or any of the Sellers pursuant to under the respective Purchase Agreements or the Companies under this Agreement; ----------------------------- * Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, market by "*" have been seperately filed with Agreement or the commission.respective Purchase Agreements; (b) any Breach of any representation or warranty made by Sellers C. De la Torre, Sellers, each Seller under the respective Purchase Agreements, NSL, DLT or Lalande in this Agreement or any of the respective Purchase Agreements as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure LetterLetter or any Disclosure Letter delivered pursuant to the respective Purchase Agreements, other than any such Breach that is disclosed in a supplement to the Disclosure Letter or a supplement to any Disclosure Letter delivered pursuant to the respective Purchase Agreements and is expressly - 71 - 72 identified in the certificate certificates delivered pursuant to Section 2.4(a)(v2.5(a)(iv) or the corresponding section in each respective Purchase Agreement as having caused the condition specified in Section 7.1 9.1 or the corresponding section in each respective Purchase Agreement not to be satisfied; (c) any Breach by any of C. De la Torre, Sellers, each Seller under the Sellers respective Purchase Agreements, NSL, DLT or Lalande of any covenant or obligation of such Sellers in this AgreementC. De la Torre, Sellers, each Seller under the respective Purchase Agreements, or the Companies; (d) any services provided by, any Acquired Company prior to the Closing Date; or (e) any claim by any Person Person, other than Metis Financial LLC, for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Sellers C. De la Torre, Sellers, each Seller under the respective Purchase Agreements, NSL, any other NSL Acquired Company, DLT, any other DLT Acquired Company, Lalande or any other Lalande Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. Notwithstanding anything in this Section 10.2 to the contrary, and except as provided in the following paragraph of this Agreement, the joint and several liability of the Sellers ; or (e) any claim by any Person with respect to liability AFS; provided, however, that Seller shall have no obligation to make any payment to Indemnified Persons under this Section 10Sections 12.2 and 12.3 unless the aggregate amount to which the Indemnified Persons are entitled by reason of all claims under Sections 12.2 and 12.3 and under corresponding sections of the Purchase Agreements exceeds the sum of (i) $50,000 in the aggregate under Sections 12.2 and 12.3 and under the corresponding sections of the Purchase Agreements and (ii) any amounts collected under the Acquired Companies' errors and omissions policies, it being understood that only after such sum is exceeded, shall be the aggregate of all claims under Sections 12.2 and 12.3 and under corresponding sections of the Purchase Agreements, subject to the following limitations as clause, be payable by Seller on demand; and further provided that Seller shall have no obligation to amount *. Further notwithstanding anything make any payment, in the aggregate, to Indemnified Persons under Sections 12.2 and 12.3 in excess of the Seller's proportional share of the aggregate Purchase Price received by Seller and each Seller under the respective Purchase Agreements pursuant to Article II of this Agreement to and the contrary, any liability of Smeck with respect to indemnification and Damages is limited to (x) any and all matters relating to the organization, operations and business activities of the Robexx X. Xxxxxx Xxxpany - Arizona, and (y) any and all matters relating to Section 3.3 of this Agreement, ownership of the Shares and title (including the quality thereof) of the Sharesrespective Purchase Agreements. The aforesaid threshold of [*] shall not be applicable with respect to any representations or warranties of the Sellers with respect to (i) Section 3.29 and Section 3.30 of this Agreement, (ii) claims against the Company or any Acquired Company or amounts which the Company or any Acquired Company is obligated to pay with respect to health insurance or health care of any of the employees of the Company or any Acquired Company and which arise from matters occurring prior to the Closing Date, (iii) Damages arising from the fact that prior to Closing all employees of the Company were deemed by the Company not to be subject to laws entitling certain employees to the receipt of payment for overtime and (iv) the licensure and good standing of the Company in the States of California and Wisconsin, it being acknowledged by the Sellers that the Company is not in compliance with licensure requirements in said States. Notwithstanding anything to the contrary in this AgreementExcept as otherwise provided herein, the Sellers shall be liable to the Company and to the Purchaser for any Damages with respect to licensure and good standing requirements in the States of California and Wisconsin. The Sellers represent and warrant to the Purchaser that the Company has commenced the licensing process in California and Wisconsin. The Purchaser agrees that, after the Closing, it will cause the Company to continue to pursue the license application so as to mitigate any Damages which might occur as a result of the absence of such licenses. The remedies provided in this Section 10.2 12.2 will not be exclusive of or limit any other remedies that may be available to Purchaser Buyer or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally (subject to the personal limitations specified hereinafter in this Section 10.2)severally, will indemnify and hold harmless PurchaserBuyer, the Acquired CompaniesCompany, 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 Breach of any representation or warranty made by Sellers in this Agreement (without giving effect to any supplement to the Disclosure Letter)Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement; ----------------------------- * Portions of this exhibit have been omitted pursuant , where any supplements to the Disclosure Letter are provided to Buyer within a request for confidential treatment. The omitted portions, market by "*" have been seperately filed with the commissionreasonable time after Sellers acquire actual Knowledge. (b) 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 without after 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;satisfied where any supplements to the Disclosure Letter are provided to Buyer within a reasonable time after Sellers acquire actual Knowledge. (c) any Breach by any of the Sellers either Seller of any covenant or obligation of such Sellers Seller 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 Sellers either Seller or any the Acquired Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. Notwithstanding anything in this Section 10.2 to the contrary, and except as provided in the following paragraph of this Agreement, the joint and several liability of the Sellers with respect to liability under this Section 10, shall be subject to the following limitations as to amount *. Further notwithstanding anything in this Agreement to the contrary, any liability of Smeck with respect to indemnification and Damages is limited to (x) any and all matters relating to the organization, operations and business activities of the Robexx X. Xxxxxx Xxxpany - Arizona, and (y) any and all matters relating to Section 3.3 of this Agreement, ownership of the Shares and title (including the quality thereof) of the Shares. The aforesaid threshold of [*] shall not be applicable with respect to any representations or warranties of the Sellers with respect to (i) Section 3.29 and Section 3.30 of this Agreement, (ii) claims against the Company or any Acquired Company or amounts which the Company or any Acquired Company is obligated to pay with respect to health insurance or health care of any of the employees of the Company or any Acquired Company and which arise from matters occurring prior to the Closing Date, (iii) Damages arising from the fact that prior to Closing all employees of the Company were deemed by the Company not to be subject to laws entitling certain employees to the receipt of payment for overtime and (iv) the licensure and good standing of the Company in the States of California and Wisconsin, it being acknowledged by the Sellers that the Company is not in compliance with licensure requirements in said States. Notwithstanding anything to the contrary in this Agreement, the Sellers shall be liable to the Company and to the Purchaser for any Damages with respect to licensure and good standing requirements in the States of California and Wisconsin. The Sellers represent and warrant to the Purchaser that the Company has commenced the licensing process in California and Wisconsin. The Purchaser agrees that, after the Closing, it will cause the Company to continue to pursue the license application so as to mitigate any Damages which might occur as a result of the absence of such licenses. The remedies provided in this Section 10.2 will not be exclusive of or limit any other remedies that may be available to Purchaser Buyer or the other Indemnified Persons. Any Damages shall be net of insurance proceeds or tax benefits.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Sellers, jointly and severally (subject to the personal limitations specified hereinafter in this Section 10.2)severally, will indemnify and hold harmless Purchaser, the Acquired CompaniesBuyer and 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 Breach of any representation or warranty made by Sellers and the Company in this Agreement (without giving effect to any supplement to the Sellers' Disclosure LetterSchedule), the Sellers' Disclosure LetterSchedule, the supplements to the Sellers' Disclosure LetterSchedule made pursuant to ss.5.5, or any other certificate or document delivered by Sellers and the Company pursuant to this Agreement; ----------------------------- * Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, market by "*" have been seperately filed with the commission.; (b) any Breach by any of Sellers of any representation of their respective covenants or warranty made by Sellers obligations in this Agreement as if such representation Agreement; (c) any product sold, leased, or warranty were made rented by, or any services provided by the Company prior to the Closing Date; (d) any Tax in excess of amounts accrued on and as the Balance Sheet or disclosed in ss.3.12 (a) of the Closing Date Sellers' Disclosure Schedule (without giving effect to any supplement to the Sellers' 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 satisfiedSchedule); (c) any Breach by any of the Sellers of any covenant or obligation of such 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 any of Sellers or any Acquired and the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions. Notwithstanding anything in this Section 10.2 to the contrary, and except as provided in the following paragraph of this Agreement, the joint and several liability of the Sellers with respect to liability under this Section 10, shall be subject to the following limitations as to amount *. Further notwithstanding anything in this Agreement to the contrary, any liability of Smeck with respect to indemnification and Damages is limited to (x) any and all matters relating to the organization, operations and business activities of the Robexx X. Xxxxxx Xxxpany - Arizona, and (y) any and all matters relating to Section 3.3 of this Agreement, ownership of the Shares and title (including the quality thereof) of the Shares. The aforesaid threshold of [*] shall not be applicable with respect to any representations or warranties of the Sellers with respect to (i) Section 3.29 and Section 3.30 of this Agreement, (ii) claims against the Company or any Acquired Company or amounts which the Company or any Acquired Company is obligated to pay with respect to health insurance or health care of any of the employees of the Company or any Acquired Company and which arise from matters occurring prior to the Closing Date, (iii) Damages arising from the fact that prior to Closing all employees of the Company were deemed by the Company not to be subject to laws entitling certain employees to the receipt of payment for overtime and (iv) the licensure and good standing of the Company in the States of California and Wisconsin, it being acknowledged by the Sellers that the Company is not in compliance with licensure requirements in said States. Notwithstanding anything to the contrary in this Agreement, the Sellers shall be liable to the Company and to the Purchaser for any Damages with respect to licensure and good standing requirements in the States of California and Wisconsin. The Sellers represent and warrant to the Purchaser that the Company has commenced the licensing process in California and Wisconsin. The Purchaser agrees that, after the Closing, it will cause the Company to continue to pursue the license application so as to mitigate any Damages which might occur as a result of the absence of such licenses. The remedies provided in this Section 10.2 ss.10.2 will not be exclusive of or limit any other remedies that may be available to Purchaser Buyer or the other Indemnified Persons.