Common use of Indemnification and Reimbursement by Seller Clause in Contracts

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall indemnify and hold harmless Buyer, each Company and each Company Subsidiary, and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against, and shall reimburse Buyer and the Buyer Indemnified Persons for, any and all losses, Liabilities, Actions, deficiencies, diminution of value, expenses (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a third-party claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx): (a) Any breach of or inaccuracy in any representation or warranty made by Seller in this Agreement, any Ancillary Agreement, the Disclosure Schedule, or any other certificate or document delivered by, or on behalf of, Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; and (c) Any Damages relating to an Excluded Subsidiary, including without limitation, arising out of a Company or Company Subsidiary's ownership, prior to the Closing, of any securities of an Excluded Subsidiary.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, (a) Seller shall indemnify and hold harmless Buyer, each Company its Representatives and each Company Subsidiaryshareholders, and their respective successors, assigns, stockholders, controlling Persons, its Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall reimburse Buyer and the Buyer Indemnified Persons forPersons, for any and all lossesdamages, Liabilitiesfines, Actionspenalties, deficiencies, diminution of value, losses and expenses (including costs interest, court costs, reasonable fees of investigation attorneys, accountants and defense and other experts or other reasonable attorneys' and accountants' fees and expenses), expenses of litigation or damages (including punitive damages) other proceedings or of any kind claim, default or nature whatsoever, whether or not involving a third-party claim assessment) (collectively, "DamagesLosses"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding with: (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx): (a) Any breach of or inaccuracy in any representation or warranty made by a Seller in this Agreement; (ii) any breach of any covenant or obligation of Seller in this Agreement, any Ancillary Agreement, the Disclosure Schedule, or Seller's Closing Documents in any other certificate document, writing or document instrument delivered by, or on behalf of, by a Seller pursuant to this Agreement Agreement; (iii) any noncompliance with any bulk sales law or fraudulent transfer law in respect of the Contemplated Transactions; (iv) any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer;Liability of a Seller; or (v) arising out of the actions or inactions of a Seller with respect to iDVDBox at any time on or prior to the Closing Date. (b) Any breach or violation Seller's liability under this Article XI shall be limited as follows: (i) The aggregate amount of or failure to fully perform any covenant, agreement, undertaking or obligation of Seller or a Company or Company Subsidiary set forth in Seller's liability under this Agreement or any Ancillary AgreementArticle XI, other than thosefor liabilities resulting from breach of its representations and warranties contained in Section 3.6 or any other representation, if anywarranty or covenant in any Seller's Closing Document relating to Intellectual Property rights in iDVDBox Intellectual Property and the Assets, that have been waived shall be limited to an amount equal to the Purchase Price; Seller's liability under this Article XI for breach of its representations and warranties contained in writing by Buyer; andSection 3.6 or any other representation, warranty or covenant in any Seller's Closing Document relating to Intellectual Property rights in iDVDBox Intellectual Property and the Assets shall not be limited. (cii) Any Damages relating Seller's indemnification obligation under this Article XI shall be limited to an Excluded SubsidiaryLosses that are asserted, including without limitationwhether by notice, arising out filing of a Company Proceeding or Company Subsidiary's ownershipotherwise, no later than 30 months following the Closing Date and which relate to or arise out of, whether in whole or in part, facts, stated events or circumstances that occurred prior to the ClosingClosing Date. Notwithstanding the foregoing, the limitations under this paragraph (b) shall not apply to any breach by Seller of any securities of an Excluded Subsidiary.its representations, warranties, covenants or other obligations under the Inprimis Retained License and License Agreement, and shall not be construed to be in limitation of any rights Buyer may have hereunder or under any other Seller's Closing Document to specific performance, injunctive relief or other equitable remedies in the event of breach by Seller of any of its obligations hereunder or thereunder,

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any actual, any direct, out-of-pocket loss, liability, claim, damage, expense, fines and all losses, Liabilities, Actions, deficiencies, diminution of value, expenses penalties (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in this Agreement, Agreement or in any Ancillary Agreement, the Disclosure Schedule, or any other certificate or document transfer instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary transfer instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to an Excluded Subsidiaryhave been made, including without limitationby any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any noncompliance with any bulk sales laws or fraudulent transfer law in respect of the Contemplated Transactions; (e) any Employee Plan established or maintained by Seller; (f) any Retained Liabilities; or (g) any Liabilities of Acuna arising or accruing prior to the Closing Date, other than (i) Acxxx Xccounts Payable, (ii) Acuna Accrued Liabilities, (iii) any Liabxxxxx to customers or suppliexx xx Acuna incurred by Acuna in the Ordinary Course of Business for orders xxxxxanding as of xxx Xffective Time reflected on the books of Acuna (other than any Liability arising out of or relating to a Company or Company Subsidiary's ownership, Breach xxxx occurred prior to the Closing, Effective Time); and (iv) any Liability to customers of the Division under warranties in the forms disclosed in Exhibit F given by Acuna to customers in the Ordinary Course of Business prior to the Effxxxxxe Time (other than any securities Liability arising out of an Excluded Subsidiaryor relating to a Breach that occurred prior to the Effective Time).

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages") (but not including any Damages covered by the offsets for the Remedial Capital Project Amount), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this AgreementAgreement (without giving effect to any supplement thereto), (ii) the certificates delivered pursuant to Section 2.7 (for this purpose, each such certificate will be deemed to have stated that Seller's representations and warranties in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date without giving effect to any Ancillary Agreementsupplement thereto, unless the Disclosure Schedulecertificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 7.1 not to be satisfied), (v) any transfer instrument or (vi) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiary's ownership, operation of the Assets prior to the ClosingEffective Time other than the Assumed Liabilities; (d) any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (e) any securities liability under the WARN Act or any similar state or local Legal Requirement that may result from an "Employment Loss", as defined by 29 U.S.C. sect. 2101(a)(6), caused by any action of an Excluded Subsidiary.Seller prior to the Closing or by Buyer's decision not to hire previous employees of Seller; (f) any Employee Plan established or maintained by Seller; or

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits employees, directors, Representatives, stockholders and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them subsidiaries (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a third-party claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, any Ancillary Agreement, (ii) the Disclosure ScheduleLetter, (iii) the Seller’s Closing Documents delivered pursuant to Section 2.6, (iv) any transfer instrument or (v) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller in this Agreement or a Company in any other certificate, document, writing or Company Subsidiary instrument delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing Date other than the Assumed Liabilities; (d) any amount representing fees and expenses or other costs attributable to Seller arising out of or in connection with the Contemplated Transactions; (e) any litigation pending on the Closing Date against Seller; (f) any Retained Liabilities; or (g) any failure of the Business to achieve at least seventy percent (70%) of the then-current aggregate month-to-date Earnout Revenue, as set forth in the Operating Plan, for two consecutive months following the Closing Date, exclusive of the first four (4) months following the (h) Closing Date (i.e., no earlier than the six months following the Closing Date), in which the Business has not experienced negative Earnout Income (i.e. an operating loss), provided that the Damages related to the failure by the Business of this Section 6.2(g) shall be deemed to be Four Hundred Thousand Dollars ($400,000). Notwithstanding anything to the contrary set forth in this Agreement or any Ancillary Agreement, other than thosethe total Damages which may be assessed against Seller pursuant to this Section 6.2 shall be limited to the aggregate of the Escrow Funds (as defined below) and the Earnout, if any, that have been waived in writing except for Damages related to the breach by Buyer; and (c) Any Damages relating to an Excluded SubsidiarySeller of certain fundamental representations, including without limitationSections 3.1 (Organization and Good Standing), arising out of a Company 3.2 (Enforceability; Authority; No Conflicts), 3.8 (Title to Assets; No Encumbrances), and 3.25 (Broker or Company Subsidiary's ownership, prior to the Closing, of any securities of an Excluded SubsidiaryFinders) for which there shall be no limitation on Damages.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from From and after the Closing, subject to the other provisions of this ARTICLE VII, Seller shall indemnify and hold harmless BuyerBuyer and its Affiliates, each Company and each Company Subsidiaryofficers, and their respective successors, assignsdirectors, stockholders, controlling Personsemployees, Related Persons representatives and the Representatives of each of them agents (collectively, the "“Buyer Indemnified Persons") from and against”), and shall reimburse Buyer and the Buyer Indemnified Persons forPersons, for any and all lossesloss, LiabilitiesProceeding, Actionsliability, deficienciesclaim, diminution of value, expenses damage or expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a thirdThird-party claim Party Claim (collectively, "“Damages"”; provided, however, that Damages shall not include special, consequential or punitive damages except to the extent awarded in connection with a Third-Party Claim or that constitute consequential damages that were probable or reasonably foreseeable and a direct result of the related breach of this Agreement), incurred thereby or caused theretoarising, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx): with: (a) Any any breach of or inaccuracy in any representation or warranty made by Seller in this Agreement, any Ancillary Agreement, the Disclosure Schedule, or any other certificate or document delivered by, or on behalf of, by Seller at the Closing pursuant to this Agreement, in each case without giving effect to any of the qualifications as to materiality, Material Adverse Effect or similar qualifications set forth in such representations and warranties; provided, however, such qualifications shall remain in effect with respect to (i) the representations and warranties set forth in (A) the second sentence of Section 2.5(h), (B) Section 2.12(f)(ii), and (C) the second sentence of Section 2.17, and (ii) the defined terms “Material Contract”, “Material Vendor” and “Seller Material Adverse Effect”; (b) any breach of any covenant or agreement contained in this Agreement to be performed or complied with by Seller or Evolent; (c) any Ancillary AgreementExcluded Liabilities; (d) any Liabilities imposed on Buyer solely as a result of Buyer being deemed a successor in interest to Seller (or other similar designation based on any legal theory of successor liability), other than thosewith respect to any Assumed Liability, if any, notwithstanding the intention of the Parties that have been waived in writing such Liabilities be retained by Seller; and (e) subject to Buyer; (b) Any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation of Seller or a Company or Company Subsidiary ’s compliance with its obligations set forth in Section 4.7(d), any Liabilities arising directly or indirectly under the WARN Act or its state or local equivalents, as a result of the transactions contemplated by this Agreement or any Ancillary Agreement, other than thoseincluding, if anybut not limited to, that have been waived in writing respect of any plant closing, mass layoff, termination, or relocation by Buyer; and (c) Any Damages relating to an Excluded SubsidiarySeller or Evolent, including without limitationas applicable, arising out of a Company the employment of any of its employees on or Company Subsidiary's ownership, prior to the Closinglater of (i) the Closing and (ii) January 1, of any securities of an Excluded Subsidiary2021.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages") (but not including any Damages recovered by the offsets for the Remedial Capital Project Amount), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this AgreementAgreement (without giving effect to any supplement thereto), (ii) the certificates delivered pursuant to Section 2.7 (for this purpose, each such certificate will be deemed to have stated that Seller's representations and warranties in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date without giving effect to any Ancillary Agreementsupplement thereto, unless the Disclosure Schedulecertificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 7.1 not to be satisfied), (v) any transfer instrument or (vi) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c1) Any Damages relating to an Excluded Subsidiary, including without limitation, Liability arising out of a Company the ownership or Company Subsidiary's ownership, operation of the Assets prior to the ClosingEffective Time other than the Assumed Liabilities, including, but not limited to, any litigation existing on the date of Closing or subsequently filed against the Buyer challenging the transaction, and (2) litigation expenses for eminent domain actions filed against the Buyer subject to reimbursement of those expenses to the Seller by the condemning authority. (d) any securities brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (e) any liability under the WARN Act or any similar state or local Legal Requirement that may result from an Excluded Subsidiary."Employment Loss", as defined by 29 U.S.C. sect. 2101(a)(6), caused by any action of Seller prior to the Closing or by Buyer's decision not to hire previous employees of Seller; (f) any Employee Plan established or maintained by Seller; or

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, Affiliates, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them its Affiliates (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, Agreement (without giving effect to any Ancillary Agreement, supplement to the Disclosure Schedule, other than supplements reflecting matters occurring between the signing of this Agreement and the Closing that do not constitute a Breach), (ii) the certificates delivered pursuant to Section 2.7, (iii) any transfer instrument, or (iv) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiaryoperation of the Assets prior to the Effective Time other than the Assumed Liabilities; (d) any brokerage or finder's ownershipfees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (e) any product or component thereof manufactured by or shipped, or any services provided by, Seller, in whole or in part, prior to the ClosingClosing Date, other than to the extent assumed by Buyer under Sections 2.4(a)(ii), (iii) and (iv); (f) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of the Contemplated Transactions; (g) any securities liability under the WARN Act or any similar state or local Legal Requirement that may result from an "Employment Loss", as defined by 29 U.S.C. sect. 2101(a)(6), caused by any action of an Excluded SubsidiarySeller prior to the Closing or by Buyer's decision not to hire previous employees of Seller; (h) any Employee Plan established or maintained by Seller; or (i) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from From and after the Closing, subject to Section 5.12 and the other provisions of this Article VIII, Seller shall indemnify and hold harmless Buyer, each Company the Buyer and each Company Subsidiary, Evolent and their respective successorsAffiliates, assignsofficers, directors, stockholders, controlling Personsemployees, Related Persons representatives and the Representatives of each of them agents (collectively, the "“Buyer Indemnified Persons") from and against”), and shall reimburse Buyer and the Buyer Indemnified Persons forPersons, for any and all lossesloss, LiabilitiesProceeding, Actionsliability, deficienciesclaim, diminution of value, expenses damage or expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a third-party claim (collectively, "“Damages"”), incurred thereby or caused theretoarising, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any any breach of or inaccuracy in any representation or warranty made by Seller in this Agreement, any Ancillary Agreement, the Disclosure Schedule, or any other certificate or document delivered by, or on behalf of, by Seller at Closing pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyera breach arising out of or resulting from (i) the failure of Evolent or any of its Affiliates to perform its obligations under any Contract with Seller or (ii) an acts or omissions of any Designated Employees; (b) Any any breach of any covenant or violation of or failure to fully perform any covenant, agreement, undertaking or obligation of Seller or a Company or Company Subsidiary set forth agreement contained in this Agreement to be performed or any Ancillary Agreementcomplied with by Seller, other than those, if any, that have been waived in writing by Buyera breach arising out of or resulting from the failure of Evolent or any of its Affiliates to perform its obligations under any Contract with Seller; (c) any Excluded Liabilities and any Indebtedness of Seller; (d) any Pre-Closing Taxes; and (ce) Any Damages relating any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to an Excluded Subsidiary, including without limitation, arising out of a Company have been made by any Person with Seller (or Company Subsidiary's ownership, prior to any Person acting on its behalf) in connection with the Closing, of any securities of an Excluded Subsidiarytransactions contemplated hereby.

Indemnification and Reimbursement by Seller. Subject Seller agrees to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits officers, directors, subsidiaries, Affiliates, employees and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them representatives (collectively, the "“Buyer Indemnified Persons") from and against”), and shall reimburse and, to the extent Buyer is the prevailing party in a dispute resolution between Buyer and Seller that is related to this Agreement, Seller will reimburse the Buyer Indemnified Persons forfor any reasonable loss, any and all lossesliability, Liabilitiesclaim, Actions, deficiencies, diminution of value, expenses damage or expense (including reasonable costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a third-party claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1)the following, (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages except to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):following also constitute Assumed Liabilities or Buyer Indemnified Environmental Claims: (a) Any inaccuracy or breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, (ii) the Related Agreements, (iii) any Ancillary Agreement, the Disclosure Schedule, transfer instrument or (iv) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any material default or breach or violation of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement, a Related Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages claim, liability or obligation relating to an Excluded Subsidiary, including without limitation, or arising out of a Company or Company Subsidiary's ownership, in connection with the Acquired Assets at any time prior to the ClosingClosing Date, other than the Assumed Liabilities, provided that this subsection (c) shall not include claims, liabilities or obligations arising from the physical condition or wear and tear of any securities of an Excluded Subsidiarythe Equipment; and (d) Any claim, liability or obligation due solely to Seller’s (or its agents) action or inaction and relating to or arising in connection with the Facility at any time prior to, on, or after the Closing Date; and (e) Any Retained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1Seller will indemnify and hold harmless Buyer and its successors and permitted assigns, Section 7.11 and Section 9.4 hereofits directors, officers, employees, agents and Affiliates (including RSI, from and after the Closing, Seller shall indemnify and hold harmless Buyer, each Company and each Company Subsidiary, and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them ) (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsactions or causes of action, deficienciesassessments, diminution of valuedamage, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a thirdThird-party claim Party Claim, (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any any breach by Seller of or inaccuracy in any representation or warranty made by Seller in Article 3 of this Agreement, in Section 4 of the Intellectual Property Agreement or in any other Ancillary Agreement, the Disclosure Schedule, or any other certificate or document delivered by, or on behalf of, Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach any breach, failure or violation non-fulfillment by Seller of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to an Excluded Subsidiaryhave been made, including without limitationby any Person with Seller (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; (d) (i) all Taxes that may be imposed upon or assessed against RSI or its assets or properties with respect to any period (or portion thereof) ending on or before the Closing Date, arising out (ii) all Taxes of a Company Seller with respect to any operation of the Business and ownership of the Assets for any period (or Company Subsidiary's ownershipportion thereof) ending on or before the Closing Date other than Assumed Pre-Closing Taxes, prior and (iii) any Taxes that are the responsibility of Seller pursuant to the Closing, of any securities of an Excluded Subsidiary.Section 2.7;

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this AgreementAgreement (without giving effect to any supplement to the Disclosure Schedule), any Ancillary Agreement, (ii) the Disclosure Schedule, (iii) the supplements to the Disclosure Schedule, (iv) the certificates delivered pursuant to Section 2.7 (for this purpose, each such certificate will be deemed to have stated that Seller's representations and warranties in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date without giving effect to any supplement to the Disclosure Schedule, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 7.1 not to be satisfied), (v) any transfer instrument or (vi) any other certificate certificate, document, writing or document instrument delivered by, by Seller or on behalf of, Seller Unique Fabrications pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller on its own behalf or on behalf of Unique Fabrications pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiaryoperation of the Business or the Assets prior to the Effective Time other than the Assumed Liabilities; (d) any brokerage or finder's ownershipfees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller or Unique Fabrications (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; (e) any product or component thereof manufactured by or shipped, or any services provided by, Seller or Unique Fabrications, in whole or in part, prior to the ClosingClosing Date, except for those warranty service and repair obligations assumed by Buyer under Section 2.4(a)(iii); (f) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of the Contemplated Transactions; (g) any securities Tax Liability of Seller or Unique Fabrications incurred while the same were: (i) in existence or operating in the Commonwealth of Pennsylvania, or (ii) licensed or qualified to do business as a foreign corporation in those jurisdictions specified in Part 3.1 (a), in including, but not limited to, any Tax Liability arising out of or related to the failure of Seller to properly apply and/or file for all Sales and Use Tax Exemptions possible under applicable laws (but excluding any sales Tax Liability otherwise payable by Buyer under Section 2.4(a)(viii) or as a Buyer Transaction Tax); (h) any liability under the WARN Act or any similar state or local Legal Requirement that may result from an Excluded Subsidiary"Employment Loss", as defined by 29 U.S.C. Section 2101(a)(6), caused by any action of Seller or Unique Fabrications prior to the Closing or by Buyer's decision not to hire previous employees of Seller or Unique Fabrications; (i) any Employee Plan established or maintained by Seller or Unique Fabrications; (j) fraudulent misrepresentation or willful breach or any criminal liability; (k) Retained Liabilities (other than Liabilities under Environmental Laws, which are covered in Section 11.3).

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall indemnify and hold harmless Buyer310, each Company and each Company SubsidiaryLLC, EBS and their respective successorsAffiliates, assignsofficers, stockholdersdirectors, controlling Personspartners, managers, members, Representatives and other Related Persons and the Representatives of each of them (collectively, the "“Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forPersons, for any and all losses, Liabilities, Actions, deficiencies, diminution of value, expenses (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a third-party claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, Damages arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, any Ancillary Agreement(ii) the Schedules, (iii) the Disclosure Schedule, (iv) any certificate delivered pursuant to Section 2.9(a)(vi), (v) any Transaction Document or (vi) any other certificate certificate, document, writing or document instrument delivered by, by Seller or on behalf of, Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyerthe Contemplated Transactions; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to the Contemplated Transactions or this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, arising out Seller’s ownership or operation of a Company or Company Subsidiary's ownership, the Purchased Assets prior to the ClosingEffective Time, other than the Assumed Liabilities; (d) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (e) any securities product or Service sold or provided by Seller prior to the Effective Time; (f) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of this Agreement, the Transaction Documents or the Contemplated Transactions; (g) any liability under the WARN Act or any similar Legal Requirement that may result from an “Employment Loss,” as defined by 29 U.S.C. §2101(a)(6) or any local or foreign equivalent thereof resulting from the Contemplated Transactions; or (h) any Excluded SubsidiaryAssets or Retained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them Affiliates (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation (but excluding Investigations conducted at the Buyer's sole expense pursuant to Section 5.1(b)) and defense and reasonable attorneys' and accountants' fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a thirdThird-party claim Party Claim (but excluding any damages not involving a Third Party Claim based on lost profits, diminution in value, consequential or punitive damages) (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any any breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, Agreement (without giving effect to any Ancillary Agreement, supplement to the Disclosure Schedule), (ii) the certificate delivered pursuant to Section 2.7(a)(viii), or (iii) any other certificate or document delivered by, or on behalf of, Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyertransfer instrument; (b) Any any breach or violation of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in (i) this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; and(ii) the certificates delivered pursuant to Section 2.7 or (iii) any transfer instrument; (c) Any Damages relating any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to an Excluded Subsidiaryhave been made, including without limitation, arising out by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) the failure to cure a Company or Company Subsidiary's ownership, Threshold Objection (subject to the $2,000,000 limitation set forth in Section 5.10) prior to the Closing, of Closing pursuant to Section 5.10 and for which no Purchase Price adjustment has been agreed upon; or (e) any securities of an Excluded SubsidiaryRetained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the ClosingExcept as otherwise provided in this Article VIII, Seller shall indemnify and hold harmless Buyer, each Company Buyer and each Company Subsidiary, its successors and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them assigns permitted pursuant to Section 10.1 (collectively, the "“Buyer Indemnified Persons"”) from and against, and shall reimburse Buyer and the Buyer Indemnified Persons for, any and all out of pocket losses, Liabilities, Actions, deficiencies, diminution out of value, pocket expenses (including costs of investigation and defense and reasonable attorneys' ’ and accountants' fees and expenses), ’ fees) or damages (including punitive out of pocket damages) of any kind or nature whatsoever, whether or not involving a third-party claim claim, in all cases net of amounts taken into account in accordance with Section 8.7 (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach of or inaccuracy in any representation or warranty made by Seller in this Agreement, any Ancillary Agreement, the Disclosure Schedule, or any other certificate or document delivered by, or on behalf of, Seller pursuant to this Agreement or any Ancillary Agreement, other than those in Section 3.9 (Taxes), Section 3.16 (Environmental Matters), Section 3.20 (Insurance Relating to El Dorado Incidents) or those, if any, that have been waived in writing by Buyer or of which Seller notified Buyer in writing prior to the Closing and in respect of which Buyer provided written notice to Seller in accordance with Section 5.8 that such breach would cause, in the reasonable opinion of Buyer, the condition set forth in Section 6.1(a) not to be satisfied; provided, that a claim in writing in reasonable detail with respect thereto is made by Buyer to Seller on or before the applicable termination date set forth in Section 8.1; (b) Any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; andor (c) Any breach of or inaccuracy in any representation or warranty made by Seller in Section 3.16 (Environmental Matters) of this Agreement, other than those, if any, that have been waived in writing by Buyer or of which Seller notified Buyer in writing prior to the Closing and in respect of which Buyer provided written notice to Seller in accordance with Section 5.8 that such breach would cause, in the reasonable opinion of Buyer, the condition set forth in Section 6.1(a) not to be satisfied; provided, that a claim in writing in reasonable detail with respect thereto is made by Buyer to Seller on or before the applicable termination date set forth in Section 8.1. Notwithstanding the foregoing, the parties agree that Seller shall not have any indemnification obligations pursuant to this Section 8.2(c) with respect to any Damages relating to an Excluded Subsidiary, including without limitationbased on, arising out of, resulting from, relating to, or in connection with (i) facts and circumstances in existence prior to July 25, 2001, in which case Buyer acknowledges its sole remedy shall be the Company’s right to indemnification set forth in Section 9.1(a) of the ENSCO Agreement and (ii) conditions or activities at the HEAT Site, in which case Buyer acknowledges its sole remedy shall be the Company’s right to any indemnity proceeds under the indemnification provisions set forth in the HEAT Settlement Agreement. In the event that the Company makes any payment pursuant to Article I, Section H.2 of the HEAT Settlement Agreement following the Closing Date in respect of a Loss (as defined in the HEAT Settlement Agreement), and subject to compliance by the Company with Section 8.5 and Section 8.6 hereof, Seller will promptly reimburse the Company in an amount equal to such amount paid by the Company; provided, that in no event shall Seller be required to reimburse the Company for any amounts paid in respect of a Loss for which Seller or Seller Parent have previously made a payment pursuant to Article I, Section H.2 of the HEAT Settlement Agreement. Notwithstanding the foregoing, Seller shall have no obligation to reimburse the Company Subsidiary's ownershipfor any payment made in respect of a Liability taken into account for purposes of calculating the Purchase Price. (d) Any breach of or inaccuracy in any representation or warranty made by Seller in Section 3.20 (Insurance Relating to El Dorado Incidents) of this Agreement, prior to the Closingother than those, of any securities of an Excluded Subsidiaryif any, that have been waived in writing by Buyer.

Indemnification and Reimbursement by Seller. (a) Subject to the limitations of Section 7.111.2(b), Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller Sellers shall indemnify and hold harmless Buyer, each Company its Representatives and each Company Subsidiaryshareholders, and their respective successors, assigns, stockholders, controlling Persons, its Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall reimburse Buyer and the Buyer Indemnified Persons forPersons, for any and all lossesdamages, Liabilitiesfines, Actionspenalties, deficiencies, diminution of value, losses and expenses (including costs interest, court costs, reasonable fees of investigation attorneys, accountants and defense and other experts or other reasonable attorneys' and accountants' fees and expenses), expenses of litigation or damages (including punitive damages) other proceedings or of any kind claim, default or nature whatsoever, whether or not involving a third-party claim assessment) (collectively, "DamagesLosses"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding with: (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx): (a) Any breach of or inaccuracy in any representation or warranty made by a Seller in this Agreement, the certificates delivered pursuant to Section 2.7 (for this purpose, each such certificate will be deemed to have stated that Seller's representations and warranties in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date), Sellers' Closing Documents, any Ancillary Agreement, the Disclosure Schedule, other transfer instrument or any other certificate or document delivered by, or on behalf of, by a Seller pursuant to this Agreement Agreement; (ii) any breach of any covenant or any Ancillary obligation of Seller in this Agreement, Sellers' Closing Documents in any other than thosedocument, if any, that have been waived writing or instrument delivered by a Seller pursuant to this Agreement; (iii) any noncompliance with any bulk sales law or fraudulent transfer law in writing by Buyerrespect of the Contemplated Transactions; (iv) any other Liability of a Seller; or (v) arising out of the actions or inactions of a Seller with respect to the PhotoLoft Business at any time on or prior to the Closing Date. (b) Any breach or violation Sellers' liability under this Article XI shall be limited as follows: (i) The aggregate amount of or failure to fully perform any covenant, agreement, undertaking or obligation of Seller or a Company or Company Subsidiary set forth in Sellers' liability under this Agreement or any Ancillary AgreementArticle XI, other than thosefor liabilities resulting from breach of its representations and warranties contained in Section 3.6 or any other representation, if anywarranty or covenant in any Sellers' Closing Document relating to Intellectual Property rights in the PhotoLoft Intellectual Property and the Assets, that have been waived shall be limited to an amount equal to the Purchase Price; Seller's liability under this Article XI for breach of its representations and warranties contained in writing by Buyer; andSection 3.6 or any other representation, warranty or covenant in any Sellers' Closing Document relating to Intellectual Property rights in the PhotoLoft Intellectual Property and the Assets shall not be limited. (cii) Any Damages relating Sellers' indemnification obligation under this Article XI shall be limited to an Excluded SubsidiaryLosses that are asserted, including without limitationwhether by notice, arising out filing of a Company Proceeding or Company Subsidiary's ownershipotherwise, no later than 30 months following the Closing Date and which relate to or arise out of, whether in whole or in part, facts, stated events or circumstances that occurred prior to the ClosingClosing Date. Notwithstanding the foregoing, the limitations under this paragraph (b) shall not apply to any breach by a Seller of any securities of an Excluded Subsidiary.its representations, warranties, covenants or other obligations under the Working Photo Retained License or the Internet Services and License Agreement, and shall not be construed to be in limitation of any rights Buyer may have hereunder or under any other Sellers' Closing Document to specific performance, injunctive relief or other equitable remedies in the event of breach by Seller of any of its obligations hereunder or thereunder,

Indemnification and Reimbursement by Seller. Subject to Section 7.1Seller and Company shall, Section 7.11 jointly and Section 9.4 hereofseverally, from and after the Closing, Seller shall indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, directors, officers, employees, agents, subsidiaries, and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them affiliates (collectively, the "Buyer Indemnified Persons") from and against), and shall reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesLiability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a third-party claim Third Party Claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller or Company in this Agreement, any Ancillary Agreement, the Disclosure Schedule, or Agreement and any other certificate certificate, document, writing or document instrument delivered by, by Seller or on behalf of, Seller Company pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller or Company pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a the operation of Company or the business or Assets of Company Subsidiaryprior to the Closing Date; (d) any product or any services sold, included in Inventory, or otherwise provided by, Company , in whole or in part, prior to the Closing Date, including claims for Breach of warranty or product Liability; (e) Any Liability under any Company Contract entered into prior to the Closing Date; (f) Any Liability for Taxes, including (i) any Taxes arising as a result of the Company’s operation of its Business or ownership of its Assets prior to the Closing Date, and (ii) any Taxes that will arise as a result of the sale of the Purchase Shares pursuant to this Agreement; (g) any Liability relating to payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Company's ownership’s employees or former employees or both; (h) Any Liability relating to the payment of all wages and other remuneration due to any Company employees with respect to their services as employees of Company through the close of business on the Closing Date, including pro rata bonus payments and all vacation pay earned prior to the Closing Date and the payment of any termination or severance payments. (i) any Liability arising out of any Proceeding commenced after the Closing Date and arising out of or relating to any occurrence or event happening prior to the Closing Date, and any Liability under any Company Contract that arises after the Closing but that arises out of or relates to any Breach that occurred prior to the Closing, and any such other Liability; (j) Any Liability arising out of or resulting from Company's compliance or noncompliance with any Legal Requirement or Order of any securities Governmental Body; (k) Any Liability of an Excluded SubsidiaryCompany under this Agreement or any other document executed in connection with the Contemplated Transactions; and (l) Any Liability of Company based upon Seller’s acts or omissions occurring after the Closing Date.

Indemnification and Reimbursement by Seller. (a) Subject to the limitation set forth in Section 7.1, Section 7.11 8.4 and Section 9.4 hereof, from and after the ClosingSections 8.6 through 8.11, Seller shall indemnify and hold harmless BuyerBuyer and its Representatives, each Company subsidiaries and each Company Subsidiary, and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer Indemnified Persons, for any loss, Liability, claim, damage and the Buyer Indemnified Persons for, any and all losses, Liabilities, Actions, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a thirdThird-party claim Party Claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding with: (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount Breach of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx): (a) Any breach of or inaccuracy in any representation or warranty made by Seller in this Agreement or any certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (ii) any Breach of any covenant or obligation of Seller in this Agreement or in any certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (iii) any Liability arising out of the ownership or operation of the Acquired Assets or Business prior to the Effective Time other than the Assumed Liabilities; (iv) any Retained Liabilities; (v) any Excluded Assets; or (vi) any Liability arising out of, and reasonable costs incurred by Buyer in connection with, the matters described on Exhibit 8.2. (b) Subject to the limitations set forth in Section 8.4 and Sections 8.6 through 8.11, Buyer Indemnified Persons shall be entitled to recover all or any portion of Damages from, for so long as funds remain subject to the Escrow Agreement, such escrowed funds in accordance with the provisions of the Escrow Agreement and, to the extent Earn Out Amounts remain unpaid, Earn Out Amounts as they become due and payable. All such Damages shall be paid, first, from any Ancillary portion of the Escrow Amount that is held in escrow pursuant to the Escrow Agreement, second, by set off against any Earn Out Amounts then due and payable (but not yet paid) and, finally, by set off against any Earn Out Amounts that later become due and payable under the Disclosure Scheduleterms of this Agreement; provided, however, that the Buyer Indemnified Parties shall use Reasonable Efforts seek full recovery under the Representation and Warranty Insurance Policy. (c) Notwithstanding anything in this Agreement to the contrary, Seller shall have no obligation to indemnify or defend Buyer Indemnified Parties for any Damages arising from Seller’s breach of the representations in Section 3.22 (Environmental Matters) or Retained Liabilities to the extent arising from Buyer’s intrusive investigation of the subsurface conditions of the Facilities, unless such investigation is conducted (i) as part of addressing the matters in Exhibit 8.2 (Other Indemnification Matters) of this Agreement; (ii) to comply with Environmental Laws; (iii) as part of, or any as deemed appropriate by Buyer due to conditions discovered as a result of, construction, renovation, maintenance, repair, demolition, grading or other certificate modification or document delivered byalteration on the Facilities or to the Improvements; (iv) pursuant to the request of a Governmental Body; (v) pursuant to an Order, claim, or on behalf ofdemand under Environmental Laws or alleging the release or discharge of Hazardous Materials from the Facilities or real property at which Seller conducted the Business; (vi) to address a suspected or known release or discharge of Hazardous Materials, or threat to human health and safety; (vii) as part of Buyer obtaining, complying with or acting pursuant to Governmental Authorizations; (viii) in order for Buyer to enter into a financial transaction related to or involving the Facilities or Improvements; or (ix) as part of any lease, sale or other business transaction related to the Facilities or Improvements, with respect to which, in each of such case, Seller’s obligations to indemnify and defend Buyer for Damages shall apply. (d) Seller pursuant agrees that it shall have no right to require Buyer to enforce any rights Buyer may have against any of the Financing Sources in regard to this Agreement or any Ancillary Agreement, document related to the Contemplated Transactions (other than those, if any, the Escrow Agreement) and agrees that have been waived it has no rights against said Financing Sources and acquires no such rights hereunder or under any of the documents or agreements executed in writing by Buyer; connection herewith (b) Any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; and (c) Any Damages relating to an Excluded Subsidiary, including without limitation, arising out of a Company or Company Subsidiary's ownership, prior to the Closing, of any securities of an Excluded SubsidiaryEscrow Agreement).

Indemnification and Reimbursement by Seller. Subject to Section 7.1The parties constituting Seller, Section 7.11 jointly and Section 9.4 hereofseverally, from and after the Closingshall indemnify, Seller shall indemnify defend, and hold harmless BuyerBuyer and its employees, each Company and each Company Subsidiaryagents, representatives, shareholders, and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them subsidiaries (collectively, the "Buyer “Indemnified Persons") from and against”), and shall will pay or, if paid by an Indemnified Person, reimburse Buyer and the Buyer Indemnified Persons for, any and all lossesloss, Liabilitiesliability, Actionsclaim, deficienciesdamage, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a third-party claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any any breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, (ii) any Ancillary Agreement, the Disclosure Schedule, Closing Document or (iii) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any any breach or violation of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or any Ancillary Agreement, any Closing Document, or in any other than thosecertificate, if anydocument, that have been waived in writing or instrument delivered by Buyer; andSeller pursuant to this Agreement, including covenants to be performed after the Closing; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, arising out the operation of a Company or Company Subsidiary's ownership, the Software Business prior to the Closing, or any product or component thereof sold or licensed by, or any services provided by, Seller, in whole or in part, prior to the Closing Date in connection with the Software Business; (d) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; (e) any claim that the Software, or any part thereof, or any of the Trademarks, infringe Intellectual Property rights of a third party; (f) Seller’s relationships with its Licensees, including without limitation the performance, non-performance, or breach by Seller of any securities of an Excluded Subsidiarythe Maintenance Obligations or Escrow Documents before or after the Closing; (g) Seller’s relationships with its employees, including without limitation the performance, non-performance, or breach by Seller of any obligations with respect to compensation or benefits; (h) the breach by any Licensee of a License Agreement or Source Code License Agreement pertaining to the Software. (i) Seller’ wind-down of, and exit from the Software Business after the Closing, including any termination by Seller of any person’s employment or of any other contractual obligations; or (j) any alleged noncompliance with any bulk sales laws or fraudulent transfer law in respect of this transaction.

Indemnification and Reimbursement by Seller. Subject to Section 7.1Seller will defend, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall indemnify and hold harmless BuyerBuyer and its Representatives, each Company and each Company Subsidiaryshareholders, subsidiaries, and their respective successors, assigns, stockholders, controlling Related Persons, Related Persons and the Representatives of each of will reimburse them (collectively, the "Buyer Indemnified Persons") from and against, and shall reimburse Buyer and the Buyer Indemnified Persons for, any and all losses, Liabilities, Actions, deficiencies, diminution of value, expenses (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a third-party claim (collectively, "for Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any any breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, any Ancillary Agreement, (ii) the Disclosure Schedule, (iii) the certificates delivered pursuant to Section 2.7, (iv) any transfer instrument, or (v) any other certificate or document delivered bycertificate, document, writing, or on behalf of, instrument delivered by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any any breach or violation of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing, or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiary's ownershipoperation of the Assets prior to the Effective Date other than the Assumed Liabilities; (d) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by such Person with Seller (or any Person acting on Seller’s behalf) in connection with any of the Contemplated Transactions; (e) any product or component thereof manufactured or shipped by, or any services provided by, Seller, in whole or in part, prior to the ClosingClosing Date; (f) any matter disclosed in Schedules of the Disclosure Schedule; (g) any noncompliance with any Bulk Sales Laws or fraudulent transfer laws in respect of the Contemplated Transactions; (h) any liability under the WARN Act or any similar state or local Legal Requirement that may result from an “Employment Loss,” as defined by 29 U.S.C. Sect. 2101(a)(6), caused by any action of Seller prior to the Closing or by Xxxxx’s decision not to hire previous employees of Seller; (i) any Environmental, Health and Safety Liabilities arising out of or relating to: (i) the ownership or operation by any Person at any time on or prior to the Closing Date of any securities of an Excluded Subsidiarythe Facilities, Assets, or the Business, or (ii) any Hazardous Materials or other contaminants that were present on the Facilities or the Assets at any time on or prior to the Closing Date; (j) any of the Employee Plans; or (k) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from From and after the First Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiary, Buyers and their respective successorsRepresentatives, assignsshareholders, stockholders, controlling Persons, subsidiaries and Related Persons and the Representatives of each of them (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, any Ancillary Agreement, including the Disclosure ScheduleSchedules (without giving effect to any supplement to the Disclosure Schedules) and each of the other Transaction Documents, or and (ii) any other certificate or document delivered by, or on behalf of, Seller pursuant supplements to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyerthe Disclosure Schedules; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary Agreement, of the other than those, if any, that have been waived in writing by Buyer; andTransaction Documents; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiary's ownershipoperation of the Acquired Assets prior to the Effective Time other than the Assumed Liabilities; (d) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; (e) any product or component thereof manufactured by or shipped, or any services provided by, Seller, in whole or in part, prior to the First Closing, including, without limitation, Warranty Claims satisfied by Buyer in the manner described in Section 9.4; (f) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of the Contemplated Transactions; (g) any securities liability under any applicable legislations caused by any action of an Excluded SubsidiarySeller prior to the First Closing or by Buyer’s decision not to hire previous employees of Seller; (h) any Employee Plan established or maintained by Seller; or (i) all Liabilities (other than Assumed Liabilities), including, without limitation, all Liabilities arising out of or relating in any way to the Marketing Agreement or the Selling Parties’ relationship with Maxim.

Indemnification and Reimbursement by Seller. Subject to Section 7.1Seller will indemnify and hold harmless Buyer and its successors and permitted assigns, Section 7.11 and Section 9.4 hereofits directors, officers, employees, agents and Affiliates (including RSI, from and after the Closing, Seller shall indemnify and hold harmless Buyer, each Company and each Company Subsidiary, and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them ) (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsactions or causes of action, deficienciesassessments, diminution of valuedamage, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a thirdThird-party claim Party Claim, (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any any breach by Seller of or inaccuracy in any representation or warranty made by Seller in Article 3 of this Agreement, in Section 4 of the Intellectual Property Agreement or in any other Ancillary Agreement, the Disclosure Schedule, or any other certificate or document delivered by, or on behalf of, Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach any breach, failure or violation non-fulfillment by Seller of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to an Excluded Subsidiaryhave been made, including without limitationby any Person with Seller (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; (d) (i) all Taxes that may be imposed upon or assessed against RSI or its assets or properties with respect to any period (or portion thereof) ending on or before the Closing Date, arising out (ii) all Taxes of a Company Seller with respect to any operation of the Business and ownership of the Assets for any period (or Company Subsidiary's ownershipportion thereof) ending on or before the Closing Date other than Assumed Pre-Closing Taxes, prior and (iii) any Taxes that are the responsibility of Seller pursuant to the Closing, of any securities of an Excluded Subsidiary.Section 2.7;

Indemnification and Reimbursement by Seller. Subject to Section 7.1Seller, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficienciesexpense (including, diminution of valuewithout limitation, expenses (including interest, penalties, costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement or the Plant Lease Agreement, (ii) any Ancillary AgreementSchedule delivered by Seller, (iii) the Disclosure Schedulecertificates delivered pursuant to Section 2.10 (Closing Obligations) (for this purpose, each such certificate will be deemed to have stated that Seller’s representations and warranties in this Agreement fulfill the requirements of Section 5.1 (Accuracy of Representations) as of the Closing Date as if made on the Closing Date (iv) any transfer instrument or (v) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary the Plant Lease Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or the Plant Lease Agreement or in any Ancillary Agreementother certificate, other than thosedocument, if any, that have been waived in writing or instrument delivered by Buyer; andSeller pursuant thereto; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiary's ownershipoperation of Seller’s business prior to the Effective Time other than the Assumed Liabilities; (d) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on Seller’s behalf) in connection with any of the Contemplated Transactions; (e) any claim relating to any product or component thereof manufactured by or shipped, or any services provided by, Seller, in whole or in part, prior to the Closing, of Closing Date; (f) any securities of an Excluded SubsidiaryEmployee Plan established or maintained by Seller; or (g) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficienciesexpense (including, diminution of valuewithout limitation, expenses (including interest, penalties, costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this AgreementAgreement (without giving effect to any supplement to any Schedule delivered by Seller), (ii) any Ancillary AgreementSchedule delivered by Seller, (iii) any supplement to the Disclosure ScheduleSchedules delivered by Seller, (iv) the certificates, agreements and other documents delivered pursuant to Section 2.4 (for this purpose, each such certificate, agreement or other document will be deemed to have stated that Seller’s representations and warranties in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date without giving effect to any supplement to the Schedules delivered by Seller, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 7.1 not to be satisfied), (v) any transfer instrument or (vi) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement; provided, other than those, if anyhowever, that to the extent there is a breach of Section 3.11 due to a failure to collect Accounts Receivable, the Buyer Indemnified Persons shall be deemed not to have been waived in writing by Buyersuffered Damages to the extent that such uncollected Accounts Receivable were omitted from accounts receivable for purposes of the calculation of the definitive Final Net Working Capital pursuant to Section 2.6, it being the intent of the parties that Buyer not be compensated twice for such uncollected Accounts Receivable; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Effective Time other than Liabilities specifically included in the determination of Final Net Working Capital; (d) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (e) any Liabilities relating to services provided by Seller or any Seller Subsidiary, in whole or in part, prior to the Closing Date, other than thoseas specifically included in Final Net Working Capital; (f) any noncompliance with any fraudulent transfer law in respect of the Contemplated Transactions; (g) any Liability under the WARN Act or any similar state or local Legal Requirement that may result from an “Employment Loss;” as defined by 29 U.S.C. § 2101(a)(6), caused by any action of Seller prior to the Closing or by Buyer’s decision not to hire previous employees of Seller; (h) any Employee Plan established or maintained by Seller; (i) any Retained Liabilities; (j) any matter related to Tax; (k) any matter related to a Network Affiliate Audit; and (l) any matter related to improper access to networks and provider contracts; and (m) Seller’s obligation, if any, that have been waived in writing by Buyer; and (c) Any Damages relating pursuant to an Excluded Subsidiary, including without limitation, arising out of a Company or Company Subsidiary's ownership, prior to the Closing, of any securities of an Excluded SubsidiarySection 2.6.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, Agreement (without giving effect to any Ancillary Agreement, supplement to the Disclosure ScheduleLetter), (ii) the Disclosure Letter, (iii) the supplements to the Disclosure Letter , (iv) the certificates delivered pursuant to Section 2.7 (for this purpose, each such certificate will be deemed to have stated that Seller’s Closing Representations and Warranties fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date without giving effect to any supplement to the Disclosure Letter, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 7.1 not to be satisfied), (v) any transfer instrument or (vi) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiary's ownership, operation of the Assets prior to the ClosingEffective Time other than the Assumed Liabilities; provided, however that Seller shall not be responsible for any such Liability arising solely as a result of Buyer’s action or failure to act during the period between the date hereof and the Effective Time; (d) any securities brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of an Excluded Subsidiarythe Contemplated Transactions; or (e) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, (a) For a period of three (3) years from and after the ClosingClosing Date, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits agents, representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them affiliates (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding with: (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx): (a) Any breach of or inaccuracy in any representation or warranty made by Seller in this Agreement, ; (ii) any Ancillary Agreement, the Disclosure Schedule, breach of any covenant or obligation of Seller in this Agreement or in any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement Agreement; (iii) any liability arising out of or resulting from any act or omission by Seller or any Ancillary Agreementof its directors, other than thoseofficers, if any, that have been waived in writing by Buyer;employees or agents prior to the Closing Date; or (iv) any retained liabilities pursuant to Section 2.5. (b) Any For a period of three (3) years from the Closing Date, Buyer will indemnify and hold harmless Seller, and its agents, representatives, shareholders, subsidiaries and affiliates (collectively, the "Indemnified Persons"), and will reimburse the Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) or diminution of value, whether or not involving a Third-Party Claim (collectively, "Damages"), arising from or in connection with: (i) any breach of any representation or violation warranty made by Buyer in this Agreement; (ii) any breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth Buyer in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (ciii) Any Damages relating to an Excluded Subsidiary, including without limitation, any liability arising out of a Company or Company Subsidiary's ownershipresulting from any act or omission by Buyer or any of its directors, officers, employees or agents prior to the ClosingClosing Date; or (iv) any assumed liabilities pursuant to Section 2.1, except with respect to any action arising out of or resulting from any securities act or omission by Seller or any of an Excluded Subsidiaryits directors, officers, employees or agents prior to the Closing Date.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actions, deficiencies, diminution of value, expenses damage or expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, Agreement (without giving effect to any Ancillary Agreement, supplement to the Disclosure ScheduleLetter), (ii) the Disclosure Letter, (iii) the supplements to the Disclosure Letter, (iv) the certificates delivered pursuant to Section 2.6 (for this purpose, each such certificate will be deemed to have stated that Seller's' representations and warranties in this Agreement fulfill the requirements of Section 6.1 as of the Closing Date as if made on the Closing Date without giving effect to any supplement to the Disclosure Letter, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 6.1 not to be satisfied), (v) any transfer instrument or (vi) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiaryoperation of the Assets prior to the Effective Time; (d) any brokerage or finder's ownershipfees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (e) any product or component thereof manufactured by or shipped, or any services provided by, Seller, in whole or in part, prior to the Closing, Closing Date; (f) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of any securities the Contemplated Transactions; (g) matters disclosed in Parts 3.10(a) and 3.12(a) of an Excluded Subsidiary.the Disclosure Letter; or

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, attorneys, and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller Seller, the LLCs of the LP in (i) this Agreement to the Disclosure Letter, (iv) the certificates delivered pursuant to Section 2.6 (for this purpose, each such certificate will be deemed to have stated that the representations and warranties of Seller, the LLCs and the LP contained in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 7.1 not to be satisfied), (v) any transfer instrument or (vi) any other certificate, document, writing or instrument delivered by Seller or either Shareholder pursuant to this Agreement, ; 42 (b) any Ancillary AgreementBreach of any covenant or obligation of Seller, the Disclosure Schedule, LLCs or the LP in this Agreement or in any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; and (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiary's ownership, operation of the Assets prior to the ClosingEffective Time other than the Assumed Liabilities; (d) any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller, the LLCs or the LP (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; (e) any securities Liability arising out of an Excluded Subsidiarythe ownership or operation of the Assets after the Effective Time other than the Retained Liabilities; or (f) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1the limitations set forth in Sections 11.1, Section 7.11 11.5, and Section 9.4 hereof, from and after the Closing11.7, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified PersonsBUYER INDEMNIFIED PERSONS") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "DamagesDAMAGES"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, any Ancillary Agreement, (ii) the Disclosure ScheduleLetter, (iii) the certificates delivered pursuant to Section 2.7, (iv) any transfer instrument or (v) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiary's ownership, operation of the Assets prior to the ClosingEffective Time other than the Assumed Liabilities; (d) any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions except as set forth in Section 13.1; (e) any securities noncompliance with any fraudulent transfer law in respect of the Contemplated Transactions; (f) any liability under the WARN Act or any similar state or local Legal Requirement that may result from an Excluded Subsidiary"Employment Loss", as defined by 29 U.S.C. sect. 2101(a)(6), caused by any action of Seller prior to the Closing or by Buyer's decision not to hire previous employees of Seller; (g) any Employee Plan established or maintained by Seller; or (h) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholder, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount with: 11.2.1 Any Breach of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx): (a) Any breach of or inaccuracy in any representation or warranty made by Seller in (i) this AgreementAgreement (ii) the certificates delivered pursuant to Section 2.7 (for this purpose, each such certificate will be deemed to have stated that Seller’s representations and warranties in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date without giving effect to any Ancillary Agreement, supplement to the Disclosure ScheduleLetter, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 7.1 not to be satisfied), (iii) any transfer instrument or (iv) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) 11.2.2 Any breach or violation Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) 11.2.3 Any Damages relating to an Excluded Subsidiary, including without limitation, Liability arising out of a Company the ownership or Company Subsidiary's ownershipoperation of the Assets prior to the Effective Time other than the Assumed Liabilities; 11.2.4 Any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; 11.2.5 Any product or component thereof manufactured by or shipped, or any services provided by, Seller, in whole or in part, prior to the ClosingClosing Date; 11.2.6 Any noncompliance with any bulk sales laws or fraudulent transfer law in respect of the Contemplated Transactions; 11.2.7 Any liability under the WARN Act or any similar state or local Legal Requirement that may result from an “Employment Loss,” as defined by 29 U.S.C. §2101(a)(6), caused by any action of Seller prior to the Closing or by Buyer’s decision not to hire previous employees of Seller; 11.2.8 Any employee benefit plan established or maintained by Seller; or 11.2.9 Any Liabilities related to or deriving from the Assets, or any securities of an Excluded Subsidiarythem.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits employees, directors, Representatives, shareholders and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them subsidiaries (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesLiability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, any Ancillary Agreement, (ii) the Disclosure ScheduleLetter, or any other certificate or document (iii) the Seller’s Closing Documents delivered by, or on behalf of, Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by BuyerSection 2.6; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in the Seller’s Closing Documents; (c) any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyerlitigation pending on the Closing Date against Seller; and (cd) Any Damages relating any Retained Liabilities. Notwithstanding the foregoing, (A) Seller shall have no Liability for Breach of any particular representation or warranty after the expiration of such representation or warranty (except to an Excluded Subsidiary, including without limitation, arising out of a Company or Company Subsidiary's ownership, the extent that the indemnification claim was made prior to the Closingdate of such expiration); (B) Seller’s maximum aggregate Liability under Section 6.2(a) for a Breach of a representation or warranty made by Seller in (i) this Agreement, (ii) the Disclosure Letter, or (iii) the Seller’s Closing Documents delivered pursuant to Section 2.6 shall not exceed the Purchase Price; and (C) Seller shall not be liable for Damages pursuant to Section 6.2(a) for a Breach of any securities a representation or warranty other than Fundamental Reps, unless and until the aggregate amount of an Excluded Subsidiaryall indemnifiable Damages for such claims equals or exceeds Fifty Thousand Dollars ($50,000), at which point Seller shall be liable for all such Damages from the first dollar thereof.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall indemnify and hold harmless Buyer, each Company and each Company SubsidiaryBuyers, and their respective successorsits Representatives, assignsshareholders, stockholders, controlling Persons, subsidiaries and Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this AgreementAgreement (without giving effect to any supplement to any Seller's Schedule), (ii) the Schedules hereto, any Ancillary Agreementsupplements to any Schedules, (iv) the Disclosure Schedulecertificates delivered pursuant to Section 4.02 (for this purpose, each such certificate will be deemed to have stated that Seller's representations and warranties in this Agreement fulfill the requirements of Section 4.03(a) as of the Closing Date as if made on the Closing Date without giving effect to any supplement to the Seller's Schedules, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 4.03(a) not to be satisfied), (v) any transfer instrument, or (vi) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (d) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of the Contemplated Transactions; (e) any liability under the WARN Act or any similar state or local Law that may result from an Excluded Subsidiary"Employment Loss", including without limitationas defined by 29 U.S.C. ss. 2101(a)(6), arising out caused by any action of a Company or Company Subsidiary's ownership, Seller prior to the Closing, Closing or by Buyers' decision not to hire previous employees of Seller; (f) any securities of an Excluded SubsidiaryEmployee Plan established or maintained by Seller; or (g) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiary, and their respective successors, assignsits Representatives, stockholders, controlling Persons, subsidiaries and Related Persons and the Representatives of each of them (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by the Company or Seller in (i) this Agreement, any Ancillary Agreement, (ii) the Disclosure Schedule, (iii) the certificates delivered pursuant to Sections 2.5 and 8.4 of this Agreement (for this purpose, each such certificate will be deemed to have stated that Seller’s and Company’s representations and warranties in this Agreement fulfill the requirements of Section 8.1 hereof as of the Closing Date as if made on the Closing), (iv) any transfer instrument or (v) any other certificate certificate, document, writing or document instrument delivered by, by the Company or on behalf of, Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; ; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a the Company or Company Subsidiary set forth Seller in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by the Company or Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a the ownership or operation of the Company prior to the Effective Time; (d) any product or Company Subsidiary's ownershipcomponent thereof manufactured by or shipped, or any services provided by, the Company, in whole or in part, prior to the Closing, Closing Date; (e) any matter disclosed in the Disclosure Schedule; (f) any noncompliance with any bulk sales laws or fraudulent transfer law in respect of the transactions contemplated herein; or (g) any securities of an Excluded SubsidiaryEmployee Plan established or maintained by Seller.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense defense, court costs and reasonable attorneys' and accountants' ’ fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a thirdThird-party claim Party Claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, (ii) the certificates delivered pursuant to Section 2.7, (iii) any Ancillary Agreement, the Disclosure Schedule, transfer instrument or (iv) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiary's ownershipoperation of the Gaithersburg Business or the Assets prior to the Effective Time other than the Assumed Liabilities; (d) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its) in connection with any of the Contemplated Transactions; (e) any product printed, produced or delivered by, or any services provided by, Seller, in whole or in part, prior to or on the Closing, Closing Date; (f) any noncompliance with any Bulk Sales Laws in respect of the Contemplated Transactions; (g) any securities of an Excluded SubsidiaryEmployee Plan established or maintained by Seller; or (h) any Retained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a thirdThird-party Party Claim, net of the discounted present value (using a ten percent discount rate) of any Tax benefit that would be received by a company with sufficient taxable income to deduct any loss or expense caused by the event giving rise to an indemnification claim and net of the discounted present value (using a ten percent discount rate) of any insurance proceeds actually collected (collectively, such net amount is referred to herein as "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in this Agreement, and the certificates delivered pursuant to Section 2.7 (for this purpose, each such certificate will be deemed to have stated that Seller's representations and warranties in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 7.1 not to be satisfied), (v) any Ancillary Agreement, the Disclosure Schedule, transfer instrument or (vi) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating any brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding made, or alleged to an Excluded Subsidiaryhave been made, including without limitation, arising out by any Person with Seller (or any Person acting on their behalf) in connection with any of a Company or Company Subsidiary's ownership, prior the Contemplated Transactions; (d) any failure to the Closing, of pay when due any securities of an Excluded SubsidiaryRetained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, shareholders, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actions, deficiencies, diminution of value, expenses damage or expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), or damages (including punitive damages) of any kind or nature whatsoever, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, Agreement (without giving effect to any Ancillary Agreement, supplement to the Disclosure ScheduleLetter), (ii) the Disclosure Letter, (iii) the supplements to the Disclosure Letter, (iv) the certificates delivered pursuant to Section 2.6 (for this purpose, each such certificate will be deemed to have stated that Seller's' representations and warranties in this Agreement fulfill the requirements of Section 6.1 as of the Closing Date as if made on the Closing Date without giving effect to any supplement to the Disclosure Letter, unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 6.1 not to be satisfied), (v) any transfer instrument or (vi) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiaryoperation of the Assets prior to the Effective Time; (d) any brokerage or finder's ownershipfees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions; (e) any product or component thereof manufactured by or shipped, or any services provided by, Seller, in whole or in part, prior to the Closing, Closing Date; (f) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of the Contemplated Transactions; (g) matters disclosed in Parts 3.10(a) and 3.12(a) of the Disclosure Letter; or (h) any securities of an Excluded SubsidiaryRetained Liabilities.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 Seller and Section 9.4 hereof, from and after the Closing, Seller shall Principal Stockholder will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits Representatives, members, subsidiaries and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "Buyer Indemnified Persons") from and against), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a thirdThird-party claim Party Claim (collectively, "Damages"), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller or the Principal Stockholder in (i) this Agreement, any Ancillary Agreement, (ii) the Disclosure ScheduleSchedules, (iii) the supplements to the Disclosure Schedules, (iv) the certificates delivered pursuant to Section 2.7 (for this purpose, each such certificate will be deemed to have stated that Seller's representations and warranties in this Agreement fulfill the requirements of Section 7.1 as of the Closing Date as if made on the Closing Date, (v) any transfer instrument or (vi) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiaryoperation of the Assets prior to the Closing Date other than the Assumed Liability; (d) any brokerage or finder's ownershipfees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; (e) any product or component thereof manufactured by or shipped, or any services provided by, Seller, in whole or in part, prior to the Closing, Closing Date; (f) any noncompliance with any fraudulent transfer law in respect of the Contemplated Transactions; (g) any securities Employee Plan established or maintained by Seller; (h) any Retained Liabilities of an Excluded SubsidiarySeller; or (i) any dissenters’ rights claims relating to this Agreement and the transactions contemplated hereby.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless Buyer, each Company and each Company Subsidiaryits employees, directors, Representatives, stockholders and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them subsidiaries (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), ) or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a third-party claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, any Ancillary Agreement, (ii) the Disclosure ScheduleLetter, (iii) the Seller’s Closing Documents delivered pursuant to Section 2.6, (iv) any transfer instrument or (v) any other certificate certificate, document, writing or document instrument delivered by, or on behalf of, by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller in this Agreement or a Company in any other certificate, document, writing or Company Subsidiary instrument delivered by Seller pursuant to this Agreement; (c) any Liability arising out of the ownership or operation of the Assets prior to the Closing Date other than the Assumed Liabilities; (d) any amount representing fees and expenses or other costs attributable to Seller arising out of or in connection with the Contemplated Transactions; (e) any litigation pending on the Closing Date against Seller; (f) any Retained Liabilities; or (g) any failure of the Business to achieve at least seventy percent (70%) of the then-current aggregate month-to-date Earnout Revenue, as set forth in the Operating Plan, for two consecutive months following the Closing Date, exclusive of the first four (4) months following the Closing Date (i.e., no earlier than the six months following the Closing Date), in which the Business has not experienced negative Earnout Income (i.e. an operating loss), provided that the Damages related to the failure by the Business of this Section 6.2(g) shall be deemed to be Four Hundred Thousand Dollars ($400,000). Notwithstanding anything to the contrary set forth in this Agreement or any Ancillary Agreement, other than thosethe total Damages which may be assessed against Seller pursuant to this Section 6.2 shall be limited to the aggregate of the Escrow Funds (as defined below) and the Earnout, if any, that have been waived in writing except for Damages related to the breach by Buyer; and (c) Any Damages relating to an Excluded SubsidiarySeller of certain fundamental representations, including without limitationSections 3.1 (Organization and Good Standing), arising out of a Company 3.2 (Enforceability; Authority; No Conflicts), 3.8 (Title to Assets; No Encumbrances), and 3.25 (Broker or Company Subsidiary's ownership, prior to the Closing, of any securities of an Excluded SubsidiaryFinders) for which there shall be no limitation on Damages.

Indemnification and Reimbursement by Seller. Subject to Section 7.1, Section 7.11 and Section 9.4 hereof, from and after the Closing, Seller shall will indemnify and hold harmless BuyerBuyer and its Representatives, each Company and each Company Subsidiarymembers, and their respective successors, assigns, stockholders, controlling Persons, Related Persons and the Representatives of each of them (collectively, the "“Buyer Indemnified Persons") from and against”), and shall will reimburse Buyer and the Buyer Indemnified Persons forfor any loss, any and all lossesliability, Liabilitiesclaim, Actionsdamage, deficiencies, diminution of value, expenses expense (including costs of investigation and defense and reasonable attorneys' and accountants' ’ fees and expenses), or damages (including punitive damages) diminution of any kind or nature whatsoevervalue, whether or not involving a third-party claim Third Party Claim (collectively, "“Damages"”), incurred thereby or caused thereto, directly or indirectly, based on, arising out of, resulting from, relating to, from or in connection with (but in each case excluding (i) any such Damages relating to Taxes (as to which indemnification is provided under Section 7.1), (ii) indemnification for any facts or circumstances as to which indemnification is provided pursuant to Section 7.11 hereof and (iii) the amount of any such Damages to the extent that such Damages do not exceed a reserve established in respect thereof as reflected in the March 31, 0000 Xxxxxxxxx Xxxxxxxxxx):with: (a) Any breach any Breach of or inaccuracy in any representation or warranty made by Seller in (i) this Agreement, any Ancillary Agreement, (ii) the Disclosure ScheduleLetter, (iii) the supplements to the Disclosure Letter, (iv) the certificates delivered pursuant to Section 2.7, (v) any transfer instrument, or (vi) any other certificate or document delivered bycertificate, document, writing, or on behalf of, instrument delivered by Seller pursuant to this Agreement or any Ancillary Agreement, other than those, if any, that have been waived in writing by Buyer; (b) Any breach or violation any Breach of or failure to fully perform any covenant, agreement, undertaking covenant or obligation of Seller or a Company or Company Subsidiary set forth in this Agreement or in any Ancillary other certificate, document, writing, or instrument delivered by Seller pursuant to this Agreement, other than those, if any, that have been waived in writing by Buyer; and; (c) Any Damages relating to an Excluded Subsidiary, including without limitation, any Liability arising out of a Company the ownership or Company Subsidiary's ownership, operation of the Assets prior to the ClosingClosing other than the Assumed Liabilities; (d) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on Seller’s behalf) in connection with any of the Contemplated Transactions; (e) the operation of the Business or any securities product or component thereof manufactured by or shipped, or any services provided by, Seller, in whole or in part, on or prior to the Closing Date; (f) any noncompliance with any Bulk Sales Laws or fraudulent transfer law in respect of the Contemplated Transactions; (g) any liability under the WARN Act or any similar state or local Legal Requirement that may result from an Excluded Subsidiary“Employment Loss”, as defined by 29 U.S.C. sect. 2101(a)(6), caused by any action of Seller prior to the Closing or by Buyer’s decision not to hire previous employees of Seller; (h) any Employee Plan established or maintained by Seller; or (i) any Retained Liabilities.