Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. (a) From and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From Buyer shall defend, indemnify and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds hold harmless Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns its and their respective officers and employees (collectively, the “Seller Indemnified Parties”) harmless ), from and against any and all Losses losses, liabilities, damages, costs (including, without limitation, court costs) and expenses (including, without limitation, reasonable attorneys’ fees and reasonable fees of expert consultants and witnesses) (individually, a “Loss” and collectively, the “Losses”) that the such Seller Indemnified Parties may suffer or incur, or become subject to, Party incurs as a result of or in connection with: (i) any misrepresentation or breach or inaccuracy of any of the representations and warranties made warranty by Buyer in under this Agreement; and , (ii) any breach by Buyer of, or any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants covenant or agreements under this Agreement that are agreement of, or required to be performed following the Closing. (b) All representations and warranties of by Buyer in under this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Agreement, unless waived by Seller at Closing, shall terminate on the Closing, and (iiiii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect any of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. Assumed Liabilities, (civ) The Seller Indemnified Parties may only assert a any claim for indemnification against Buyer for any matter not involving made by a third party by giving written notice with respect to the operation of the Hospital Facilities on or following the Closing Date including without limitation, any claim that Buyer specifying in reasonable detail or its Affiliates violated applicable laws or billed for services improperly, and any claim associated with Buyer’s use of the basis for such claim. Hospital Forms, or (dv) All Losses claimed any claim by a government authority under the Medicare or Medicaid laws governing the operation of the Hospital Facilities by Buyer or any Affiliate of Buyer made against any Seller Indemnified Party resulting from our arising out of the transfer to Buyer of, or Buyer’s use of, Seller’s Medicare or Medicaid provider numbers and any related authorizations, if such assets are included in the Purchased Assets pursuant to Section 1.1. No representation or warranty by Buyer herein contained shall survive Closing except through and pursuant to operation of this Section 11.1 and, except with respect to any Loss to the extent, but only to the extent, resulting from Buyer’s fraud or intentional misrepresentation, Seller’s remedies for monetary damages in respect thereof after Closing shall be limited to indemnification provided by Buyer pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses11.

Indemnification by Buyer. (a) From and after the ClosingEffective Time, subject to the limitations in Sections 8.2 Buyer shall indemnify, defend and 8.6hold harmless Seller, Buyer, hereby indemnifies its Affiliates and holds Seller and its each of their respective officers, directors, managers, Affiliatesemployees, shareholders, members, successors agents and assigns (collectively, the “Seller Indemnified Parties”) harmless Representatives from and against any and all Losses that suffered or incurred by any such indemnified party, net of any Tax benefits actually realized in the Seller Indemnified Parties may suffer year of the related indemnity payment or incurearlier, calculated on a with and without basis, attributable to the incurrence or become subject topayment of the incurred Losses, as a result of or to the extent incurred in connection with: , arising out of, resulting from or incident to (ia) any breach or inaccuracy of any representation or warranty of Buyer made in or pursuant to this Agreement, (b) any breach of any covenant or agreement of Buyer made in or pursuant to this Agreement, (c) the representations Included Liabilities, (d) all Liabilities with respect to Taxes relating to the Business, the Included Assets and warranties made the Included Liabilities (other than Excluded Taxes) for Post-Closing Tax Periods, or (e) any fees, expenses or other payments incurred or owed by Buyer or its Affiliates to any agent, broker, investment banker or other firm or Person retained or employed by it in connection with the transactions contemplated by this Agreement; and provided, however, that Buyer shall not have any Liability under clause (iia) any failure by any above unless the aggregate of Buyerall Losses relating thereto for which Buyer would, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry outbut for this proviso, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior liable exceeds on a cumulative basis an amount equal to the Closing, shall terminate on the ClosingHigher Basket, and then only to the extent that the aggregate of all such Losses relating thereto exceeds the Higher Basket; provided further, that Buyer’s aggregate liability under clause (iia) after above shall in no event exceed the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this AgreementCap. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations set forth in Sections 8.2 this ARTICLE X, Buyer shall indemnify and 8.6, Buyer, hereby indemnifies and holds defend Seller and its Affiliates and their respective stockholders, members, managers, officers, directors, managersemployees, Affiliates, shareholders, membersagents, successors and assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) against, and shall hold them harmless from and against from, any and all Losses that the Seller Indemnified Parties may suffer Losses, net of any insurance premiums obtained or incurto be obtained, resulting from, arising out of, or become subject to, as a result of or incurred by any Seller Indemnitee in connection with, or otherwise with respect to: (i) the failure of any representation and warranty or other statement by Buyer contained in this Agreement) or in any certificate to be furnished to Seller at the Closing, to be true and correct in all respects as of the date of this Agreement or as of the Closing Date; and (ii) any breach or inaccuracy of any covenant or agreement of the representations and warranties made by Buyer contained in this Agreement; and (iiiii) any failure by any all other items provided in this Agreement to be at the cost, expense or liability of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required not be liable for any Loss or Losses pursuant to be performed Section 10.3(a)(i) (“Seller Warranty Losses”) (i) prior to unless and until the Closingaggregate amount of all Seller Warranty Losses incurred by the Seller Indemnitees exceeds $25,000, in which event Buyer shall terminate on the Closingonly be liable for such Seller Warranty Losses in excess of $25,000, and (ii) after to the Closingextent that Seller Warranty Losses exceed $1,000,000 in the aggregate; provided that nothing contained in this Sections 10.3(b) shall be deemed to limit or restrict in any manner any rights or remedies which Seller has, shall survive or might have, at Law, in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect equity or otherwise, based on fraud or a willful misrepresentation or willful breach of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementwarranty hereunder. (c) The indemnification provisions contained in this Agreement reflect the contractual agreement of Buyer and Seller Indemnified Parties may only assert a claim for indemnification against regarding risk allocation with respect to Environmental Losses and other matters. By agreeing to these provisions, neither Buyer for nor its Subsidiaries are acknowledging any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether wrongdoing or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 liability with respect to any such Lossesmatter, and these provisions shall not act as a waiver or otherwise limit any defenses that may be available to Buyer or its Subsidiaries with respect to any Third Party Claims.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 other terms and 8.6conditions of this Article VIII, Buyer, hereby indemnifies Buyer shall indemnify and holds defend each of Seller and its officers, directors, managers, Affiliates, shareholders, members, successors Affiliates and assigns their respective Representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Losses that incurred or sustained by, or imposed upon, the Seller Indemnified Parties may suffer Indemnitees based upon, arising out of, with respect to or incur, or become subject to, as a result of or in connection withby reason of: (ia) any inaccuracy in or breach or inaccuracy of any of the representations and or warranties made by of Buyer contained in this Agreement, the Ancillary Documents or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement, the Ancillary Documents or any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement; (c) any Assumed Liability; (d) any Third Party Claim based upon, resulting from or arising out of the operation of the Purchased Assets by Buyer on and after the Closing Date; (e) any inaccuracy in or breach of any of the representations or warranties of Parent contained in the Investment Representation Letter or Registration Rights Agreement delivered by Parent pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); and (iif) any failure by breach or non-fulfillment of any of Buyercovenant, the Companies agreement or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required obligation to be performed following by Parent pursuant to this Agreement, the Closing. (b) All representations and warranties Ancillary Documents or any certificate or instrument delivered by or on behalf of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required Parent pursuant to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations set forth in Sections 8.2 this Section 10.1, Buyer agrees to indemnify, defend and 8.6, Buyer, hereby indemnifies hold Sellers and holds Seller their Affiliates and its their respective officers, directors, managers, Affiliates, shareholderspartners, members, stockholders, employees, agents, representatives, successors and permitted assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) ), harmless from and against in respect of any and all Losses that Losses, net of the Seller Indemnified Parties may suffer proceeds from any insurance policies or incurother third party reimbursement for, or become subject to, any tax benefit Sellers actually receives as a result of, such loss, that they may incur arising solely out of or in connection withrelating to: (i) any breach or inaccuracy of any of the representations and warranties representation or warranty made by Buyer (in each case without regard to any “materiality” qualifier contained therein) in this Agreement; and, the Schedules, or any other Transaction Document delivered by Buyer pursuant to this Agreement; (ii) any failure breach of any representation or warranty made by Buyer (in each case without regard to any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under “materiality” qualifier contained therein) in this Agreement that are required to be performed following as if such representation or warranty were made on and as of the Closing.Closing Date; (biii) All representations and warranties any breach by Buyer of any covenant or obligation of Buyer in this Agreement or any other Transaction Document delivered pursuant to this Agreement; or (iv) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Buyer or any Affiliate (or any Person acting on their behalf) in connection with any of the Contemplated Transactions; provided, however, that Buyer shall survive until have no obligation to indemnify any Seller Indemnitee to the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement extent that Sellers are required to indemnify the Buyer Indemnitees or would be performed (i) prior to so required but for the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive limitations set forth in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement10.1(d). (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the ClosingClosing Date, subject to the limitations in Sections 8.2 BUYER shall indemnify, hold harmless and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless defend SELLER from and against any all claims, losses, liabilities, demands and all Losses that the Seller Indemnified Parties obligations, including without limitation reasonable attorneys' fees and operating expenses which SELLER may suffer or incurreceive, suffer, or become subject to, as a result of or incur in connection with: with (i) any breach losses incurred by SELLER related to SELLER's compliance with instructions from BUYER made pursuant to Section 7.04 of this Agreement and not related to any negligence or inaccuracy malfeasance on the part of any of the representations SELLER and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyeroperations and transactions occurring after the Closing and which involve the Assets transferred, the Companies Deposit Liabilities or Office Loans and the AEC Subsidiary or the Buyer Parent Guarantor other obligations and liabilities assumed pursuant to carry out, perform, satisfy and discharge any this Agreement. The obligations of their respective covenants or agreements BUYER under this Agreement that are required to Section 8.04 shall be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed contingent upon SELLER giving BUYER written notice (i) prior of the receipt by SELLER of any process and/or pleadings in or relating to any actions, suits or proceedings of the Closingkinds described in this Section 8.04, shall terminate on the Closingincluding copies thereof, and (ii) of the assertion of any claim or demand relating to the Assets transferred to and/or the Deposit Liabilities or Office Loans and the other obligations and liabilities assumed by BUYER on or after the Closing, including, to the extent known to SELLER, the identity of the person(s) or entity(ies) asserting such claim or making such demand and the nature thereof, and including copies of any correspondence or other writings relating thereto. All notices required by the preceding sentence shall survive in accordance with their termsbe given within fifteen (15) days of the receipt by SELLER of any such process or pleadings or any oral or written notice of the assertion of any such claims or demands. The Seller Indemnified Parties BUYER shall have the right right, subject to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions of Section 8.05 hereof) shall not be , to take over SELLER's defense in any such actions, suits, or proceedings through counsel selected by BUYER, to compromise and/or settle the subject same and to prosecute any available appeals or review of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf adverse judgment or ruling that may be entered therein. The covenants and obligations of itself and BUYER hereunder shall survive the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesClosing.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations set forth in Sections 8.2 10.1 and 8.610.4, Buyer, the Buyer hereby indemnifies agrees to indemnify and holds hold the Seller and its directors, officers, directorsemployees, managers, Affiliates, shareholders, members, successors stockholders and assigns Affiliates (collectively, the “"Seller Indemnified Parties”") harmless from and against any and all Losses that imposed upon or incurred by the Seller Indemnified Parties may suffer or incur(any of such Losses by Seller Indemnified Parties, or become subject to, a "Seller Claim") as a result of or in connection withwith any of the following: (i) any inaccuracy or breach of a representation or inaccuracy of any warranty as of the representations and warranties date hereof or as of the Closing Date made by the Buyer in this AgreementAgreement or in any certificate delivered pursuant hereto; provided that for purposes of this provision, with respect to any representation or warranty that is qualified by materiality, Material Adverse Effect or knowledge, a breach of such representation or warranty shall be deemed to occur if there would have been a breach of such representation or warranty absent such qualification; and (ii) any failure the breach of, or default in the performance by any of the Buyer, the Companies of any covenant, agreement or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required obligation to be performed following by the ClosingBuyer pursuant to this Agreement or the Transition Services Agreement; (iii) any Losses resulting from the Seller's obligations to indemnify any surety company in respect of claims made by reason of the acts or omissions of a Company Subsidiary to the extent such act or omission solely relates to an act, event or condition occurring after the Closing Date; and (iv) the guarantees of the Seller listed on Schedule 10.3(a)(iv) to the extent each such Loss relates to an act, event or condition occurring after the Closing Date. (b) All representations and warranties Promptly after receipt by a Seller Indemnified Party of notice of the commencement of an Action or other event giving rise to a Seller Claim with respect to which the Seller Indemnified Party is entitled to indemnification under this Section 10.3, such Seller Indemnified Party receiving such notice shall notify (the "Seller Claim Notice") the Buyer in this Agreement writing of the commencement of such Action or the assertion of such Seller Claim; provided, however, that if such Seller Claim Notice is given within the period prescribed in Section 10.1, then the failure to give such Seller Claim Notice promptly shall survive until not affect the Indemnification Termination Dateright to indemnification hereunder except to the extent of actual prejudice to the Buyer. All covenants The Buyer shall have the option, and agreements shall notify such Seller Indemnified Party in writing within 20 Business Days after the date of Buyer and the Companies in this Agreement that are required to be performed Seller Claim Notice of its election, either (i) prior to participate (at the Closing, expense of the Buyer) in the defense of the Action or Seller Claim (in which case the defense of such Action or Seller Claim shall terminate on the Closing, and be controlled by such Seller Indemnified Party) or (ii) after to take charge of and control defense of such Action or Seller Claim (at the Closing, shall survive in accordance expense of the Buyer) with their terms. The counsel reasonably acceptable to such Seller Indemnified Parties Party. If the Buyer fails to notify such Seller Indemnified Party of its election within the applicable response period, then the Buyer shall be deemed to have elected not to control the defense of such Action or Seller Claim. If the Buyer elects to assume the defense of such Action or Seller Claim, such Seller Indemnified Party shall have the right to employ separate counsel and participate in the defense of any such Action or Seller Claim, but the fees and expenses of such counsel shall be indemnified at the expense of such Seller Indemnified Party unless (A) the named parties in such Action or Seller Claim (including any impleaded parties) include both such Seller Indemnified Party and held harmless under Section 8.2(a)(ithe Buyer, and such Seller Indemnified Party shall have been reasonably advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Buyer, (B) the Seller Indemnified Party has been reasonably advised by counsel that representation by the Buyer is inappropriate in respect light of an actual or potential conflict of interest between them, or (C) such Seller Indemnified Party has reasonably determined that Losses that may be incurred may exceed either individually, or when aggregated with other Seller Claims, the representations Maximum Indemnity Amount (in which case, the Buyer shall not have the right to assume the defense of such Action or Seller Claim on behalf of such Seller Indemnified Party, it being understood, however, that the Buyer shall not, in connection with such Action or Seller Claim be liable for the fees and warranties expenses of Buyer only if more than one such right is asserted separate firm of attorneys (in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementaddition to any local counsel) and that such fees and expenses shall be reimbursed as they are incurred). (c) The If the Buyer does not control the defense of any Action or Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail Claim, then the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant may settle such Action or Seller Claim only with the written consent of Buyer (not to this Article VIII (whether be unreasonably withheld or not resolved through delayed). If the provisions hereof) shall not be Buyer elects to control the subject defense of any adjustment pursuant Action or Seller Claim, then it will not consent to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf the entry of itself and judgment or compromise or settle such Action or Seller Claim without the other consent of the Seller Indemnified Parties, shall Party (not to be deemed to have waived any rights it unreasonably withheld or they may have under Section 2.3 with respect to any such Lossesdelayed).

Indemnification by Buyer. (a) From and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller Parent and its Affiliates, and its and their respective officers, directors, managersemployees, Affiliates, shareholders, membersagents, successors and assigns (collectively, the “Seller Parent Indemnified Parties”) shall be indemnified and held harmless from by Buyer for and against any and all Losses that if and to the Seller Indemnified Parties may suffer or incurextent arising out of, or become subject to, as a result by reason of or in connection withrelating to: (a) the failure of any representation or warranty of Buyer set forth herein (or in any certificate delivered hereunder) to be true and correct when made; (b) any failure by Buyer to perform, fulfill or comply with any covenant set forth herein; (c) events occurring on or after the Closing arising out of or related to the Business (other than (i) any breach the Excluded Assets or inaccuracy of any Excluded Liabilities and (ii) until the “Closing” (as defined in the India Purchase Agreement), the Specified OUS Assets or Specified OUS Liabilities); (d) the Purchased Assets or the Assumed Liabilities (other than the Specified OUS Assets or Specified OUS Liabilities); (e) the matters set forth in Section 10.02(f) of the representations and warranties made by Buyer in this AgreementSeller Disclosure Schedule; and (iif) the portion of any failure by any of BuyerEmployment Related Liabilities to the extent not paid when required pursuant to Section 6.02(k); Notwithstanding the foregoing, the Companies or the AEC Subsidiary or the in no event shall Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are be required to be performed following indemnify or hold harmless any Parent Indemnified Party with respect to that portion of Losses, to the Closing. (b) All representations and warranties extent arising out of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) or resulting from conditions existing or events occurring prior to the Closing, shall terminate on for which a Buyer Indemnified Party is, or in the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect absence of the representations limitations set forth in Section 10.04 would be, entitled to indemnification from Parent and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of Sellers under this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the ClosingClosing Date, subject to the limitations in Sections 8.2 Buyer shall indemnify, hold harmless, and 8.6, Buyer, hereby indemnifies and holds defend Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless Sobieski from and against any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result arising out of or in connection with: (i1) any breach failure of Buyer to observe or inaccuracy of perform its post-Closing covenants or obligations under this Agreement or (2) any claims by a third party that Seller or Sobieski is responsible for any of the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the ClosingLiabilities. (b) All representations and warranties The obligations of Buyer in this Agreement under Section 10.02 (a) shall survive until the Indemnification Termination Date. All covenants and agreements of be contingent upon Seller or Sobieski giving Buyer and the Companies in this Agreement that are required to be performed written notice (i) prior of receipt by Seller or Sobieski of any process and/or pleading in or relating to any actions, suits, or proceedings of the Closingkinds described in Section 10.02(a), shall terminate on the Closingincluding copies thereof, and (ii) after of the Closingassertion of any claim or demand of the kind described in Section 10.02(a), including to the extent known to Seller or Sobieski, the identity of the person(s) or entity(ies) asserting such claim or making such demand and the nature thereof, and including copies of any correspondence or other writings relating thereto. All notices required by the preceding sentence shall survive in accordance with their termsbe given within ten (10) days of the receipt by Seller or Sobieski of any such process or pleading or any oral or written notice of the assertion of any such claims or demands. The Seller Indemnified Parties failure to give such notice within ten (10) days shall not void Seller's or Sobieski's right to indemnification from Buyer unless the delay shall have materially prejudiced Buyer's right to defend. Buyer shall have the right at its expense to be indemnified take over Seller's or Sobieski's defense in such actions, suits, or proceedings through counsel selected by Buyer, to compromise and/or settle the same (on a basis reasonably acceptable to Seller or Sobieski) and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on to prosecute any available appeals or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject reviews of any adjustment pursuant adverse judgment or ruling that may be entered therein and Seller and Sobieski agree to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf cooperate with Buyer in the defense and/or prosecution of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Lossesclaims regarding these matters.

Indemnification by Buyer. (a) From If the Closing occurs and after subject to the terms and conditions of this Article IX, Buyer hereby agrees, effective as of the Closing, subject to the limitations in Sections 8.2 indemnify, save, defend and 8.6hold harmless Seller and each of its Insiders from and against, Buyer, hereby indemnifies and holds shall reimburse Seller and its officersInsiders with respect to, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses that the imposed on, incurred by or asserted against Seller Indemnified Parties may suffer or incurits Insiders (or any of them) by reason of a third-party claim, action, or become subject to, as a result of proceeding in any way relating to or in connection witharising from or out of: (ia) any a breach of warranty or inaccuracy of representation of Buyer contained in this Agreement or any schedule or certificate delivered pursuant hereto or as part of the transactions contemplated hereby; provided, however, to the extent such representations or warranties are qualified by the term “material” or contain the term “Material Adverse Effect,” such representations and warranties made by Buyer in this Agreement; and (ii) any failure by any should be read without such qualifications for purposes of Buyerdetermining the amount of damages for such breach, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any but shall be read with such qualifications for purposes of their respective covenants or agreements under this Agreement that are required to be performed following the Closing.determining whether there has been a breach; (b) All representations and warranties ownership or operation of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) Branches after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement.Effective Time; (c) The Seller Indemnified Parties may the Assets (but only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim.extent that claims arise after the Effective Time) or the Assumed Liabilities; (d) All Losses claimed by a Seller Indemnified Party breach of any covenant of Buyer or the failure of Buyer to perform any agreement, covenant or obligation of Buyer contained in this Agreement or in any other agreement executed pursuant to this Article VIII Agreement; (whether e) any Taxes, including interest and penalties, required to be paid by Buyer or not resolved through its successor, which relate to the provisions hereofAssets, Assumed Liabilities, or the Branches after the Effective Time; or (f) shall not be except as otherwise provided herein, employment claims that arise on or after the subject Closing Date with respect to the employment on or after the Closing Date by Buyer of any adjustment Retained Employee (including, without limitation, claims pursuant to Section 2.3 hereof andall applicable employment laws), by making a as well as claims related to the failure of Buyer to make an offer of employment to any Branch Employee. Any claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed applicable to have waived each representation independently, irrespective of whether such claim is consistent with any rights it or they may have under Section 2.3 with respect to any such Lossesother representation contained in this Agreement.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations set forth in Sections 8.2 Section 9.4, the Buyer hereby agrees to indemnify and 8.6, Buyer, hereby indemnifies and holds hold Seller and its employees, officers, directors, managers, Affiliates, shareholders, members, successors directors and assigns affiliates (collectively, the “each a "Seller Indemnified Parties”Party") harmless from and against any and all Losses that the imposed upon or incurred by any Seller Indemnified Parties may suffer or incurParty (any of such Losses by Seller, or become subject to, a "Seller Claim") as a result of or in connection withwith any of the following: (i) any Any inaccuracy or breach of a representation or inaccuracy of any of the representations and warranties warranty made by the Buyer in this AgreementAgreement or in any agreement or instrument executed in connection herewith or pursuant hereto; (ii) The breach of or default in the performance by the Buyer of any covenant, agreement or obligation to be performed by the Buyer pursuant to this Agreement or any agreement or instrument executed in connection herewith or pursuant hereto; and (iiiii) any failure by any The conduct of Buyer, NCNG's and the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following Subsidiaries' businesses after the Closing, including but not limited to Buyer's obligation to comply with the WARN Act or any other Law as set forth in Section 8.4. (b) All representations and warranties Within sixty (60) days after receipt by Seller of notice of the commencement of an Action or other event giving rise to a Seller Claim with respect to which a Seller Indemnified Party is entitled to indemnification, the party receiving such notice shall notify (the "Seller Claim Notice") Buyer in this Agreement writing of the commencement of such Action or the assertion of such Seller Claim; provided, however, that failure to give such notice shall survive until not affect the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required right to be performed (i) prior indemnification hereunder except to the Closing, extent of actual prejudice to Buyer. Buyer shall terminate on have the Closingoption, and (ii) shall notify each indemnified party in writing within ten Business Days after the Closingdate of the Seller Claim of its election, either: (A) to participate (at its own expense) in the defense of the Action or Seller Claim (in which case the defense of such Action or Seller Claim shall survive in accordance with their terms. The be controlled by the Seller Indemnified Parties Party) or (B) to take charge of and control defense of such Action or Seller Claim (at its own expense). If Buyer fails to notify the Seller Indemnified Party of its election within the applicable response period, then Buyer shall be deemed to have elected not to control the defense of such Action or Seller Claim. If Buyer elects to control the defense of any Action or Seller Claim, each Seller Indemnified Party shall have the right to employ separate counsel and participate in the defense of any such Action or Seller Claim, but the fees and expenses of such counsel shall be indemnified and held harmless under Section 8.2(a)(i) in respect at the expense of the representations Seller Indemnified Party unless: (1) the named parties in such Action or Seller Claim (including any impleaded parties) include both the Seller Indemnified Party and warranties Buyer and the Seller Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Buyer, or (2) Seller has reasonably determined that Losses that may be incurred may exceed either individually, or when aggregated with other Seller Claims, the Maximum Indemnity Amount (in which case, Buyer shall not have the right to assume the defense of such Action or Seller Claim on behalf of the Seller Indemnified Party, it being understood, however, that Buyer only if shall not, in connection with such right is asserted Action or Seller Claim be liable for the fees and expenses of more than one separate firm of attorneys (in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementadditional to any local counsel) and that such fees and expenses shall be reimbursed as they are incurred). (c) The If Buyer does not control the defense of any Action or Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail Claim, then the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant or parties may settle such Action or Seller Claim with the written consent of Buyer (not to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Lossesunreasonably withheld).

Indemnification by Buyer. (a) From and after the Closing, subject a. Subject to the limitations in Sections 8.2 terms of Section 11.3, Buyer shall indemnify and 8.6, Buyer, hereby indemnifies save Sellers and holds Seller and its their officers, directors, managerspartners, Affiliates, shareholders, memberssubsidiaries, successors and assigns (collectively, the “Seller Sellers Indemnified PartiesPersons”) ), and each of them, harmless from from, against, for and against any and all Losses that in respect of the Seller Indemnified Parties may suffer following (the damages, losses, obligations, liabilities, claims, actions or incur, or become subject to, as a result causes of or action set forth in connection with: paragraphs (i) through (iv) of this Section 11.2 being hereinafter referred to as the “Seller Losses”): i. all damages, losses, obligations, liabilities, claims, actions or causes of action sustained or suffered by the Sellers Indemnified Persons and arising from any breach material breach, untruth or inaccuracy of any representation or warranty of Buyer contained in or made pursuant to this Agreement (including the Exhibits and Schedules attached hereto), the Transfer Instruments, or in any certificate or instrument delivered by Buyer pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby, or any facts or circumstances constituting any such breach, untruth or inaccuracy; ii. all damages, losses, obligations, liabilities, claims, actions and causes of action sustained or suffered by any of the representations Sellers Indemnified Persons arising out of or related to Buyer’s failure to pay, perform or discharge the Assumed Obligations, and warranties made any outstanding or unpaid tax liability of Sellers as described in Section 4.4 hereof; iii. all damages, losses, obligations, liabilities, claims, action or causes of action sustained or suffered by the Sellers Indemnified Persons arising from any default or breach of any covenant or agreement by Buyer contained in or made pursuant to this AgreementAgreement (including the Exhibits and Schedules attached hereto), the Transfer Instruments or any certificate or instrument delivered by Buyer pursuant hereto or thereto or in connection with the transactions contemplated hereby or thereby, or any facts or circumstances constituting any such default or breach; and iv. all reasonable costs and expenses (iiincluding, without limitation, reasonable attorneys’ fees, accountants’ fees and other professional fees and expenses) incurred by the Sellers Indemnified Persons in connection with any failure by action, suit, proceeding, demand, assessment or judgment incident to any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be matters indemnified and held harmless against under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement11.2 hereof. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the Closing, Closing and subject to the limitations in Sections 8.2 provisions of this Section 12.3, Buyer Parent shall indemnify, defend and 8.6hold harmless Sellers, Buyer, hereby indemnifies their respective Affiliates and holds Seller their and its their Affiliates’ respective officers, directors, managersemployees, Affiliates, shareholders, membersagents, successors and permitted assigns (collectively, the “Seller Indemnified Parties”, and each of the Buyer Indemnified Parties and the Seller Indemnified Parties, an “Indemnified Party”) harmless from from, against and against in respect of any and all Losses that imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller Indemnified Parties may suffer or incurParties, whether in respect of third party claims, claims between the Parties, or become subject otherwise, directly or indirectly relating to, as a result of arising out of, resulting from, based upon, with respect to or in connection withby reason of: (i) any the breach or inaccuracy of any of the representations and warranties representation or warranty made by Buyer Buyers in this Agreement or any certificate delivered by Buyers pursuant to this Agreement; (ii) the breach of any covenant or agreement made by Buyers in this Agreement or any certificate delivered pursuant to this Agreement; (iii) any Assumed Liability; and (iiiv) any failure all Liabilities and Claims relating to the operation of the Acquired Assets (including those assets of the Transferred Entities that would be Acquired Assets if not owned by any a member of Buyer, the Companies Transferred Group) to the extent such Liabilities or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that Claims are required to be performed following the Closingnot Excluded Liabilities. (b) All representations and warranties of Buyer Notwithstanding anything to the contrary contained in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed other than Section 12.3(a): (i) prior the indemnification provided in Section 12.3(a)(i) shall be the sole and exclusive post-Closing remedy available to the ClosingSeller Indemnified Parties, shall terminate on the Closing, and as against Buyer for any Losses arising out of or in connection with any breach or alleged breach of any representation or warranty contained in this Agreement; (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties Buyers shall have no liability for any claim for indemnification pursuant to Section 12.2(a)(i) unless (A) the right Losses for which the Sellers would be responsible for such claim and all related claims exceed the De Minimis Amount and (B) the aggregate amount of such Losses (excluding all Losses associated with claims less than the De Minimis Amount) exceeds the Deductible; provided further, that, each claim with respect to Taxes arising out of a particular subject matter, set of facts, events or circumstances in a taxing jurisdiction in any Tax period shall be indemnified treated as a separate claim with respect to such Taxes for purposes of this Section 12.23; (iii) the maximum aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 12.2(a)(i) that may be recovered from Buyers shall not exceed the Cap; and (iv) the limitations in Section 12.3(b)(ii) and held harmless under Section 8.2(a)(i(iii) shall not apply to any Losses as a result of inaccuracies in respect of the representations and warranties of Buyer only if Parent in Section 5.2(e) [Share Capital], and any such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be counted in determining the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and thresholds or the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesCap.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 terms and 8.6conditions of this Agreement, BuyerBuyer will defend, hereby indemnifies indemnify and holds Seller hold harmless Supplier and its affiliates and each of their Execution Copy Amended and Restated and Manufacturing Agreement respective officers, directors, managers, Affiliatesemployees, shareholders, membersagents and representatives, and their successors and assigns (collectively, collectively the “Seller Indemnified Parties”"Supplier Indemnities") harmless from and against any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result Claims arising out of or in connection with: related to: (i) any breach or inaccuracy of any of Assumed Liabilities as defined in the representations and warranties made by Buyer in this Sale Agreement; and , (ii) any failure by breach of any covenant or agreement of Buyer, the Companies Buyer contained in this Supply Agreement; and (iii) any breach of any representation or the AEC Subsidiary or the warranty of Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under contained in this Agreement that are required to be performed following the ClosingSupply Agreement. (b) All representations and warranties Promptly after receipt by Supplier of notice of any Action in respect of which indemnity may be sought against Buyer hereunder (for purposes of this Section 16.08, a "Supplier's Assertion"), Supplier will notify Buyer in this Agreement shall survive until writing of the Indemnification Termination DateSupplier's Assertion, but the failure to so notify Buyer will not relieve Buyer of any liability it may have to Supplier, except to the extent Buyer has suffered actual prejudice thereby, Buyer will be entitled to participate in and, to the extent Buyer elects by written notice to Supplier within thirty (30) days after receipt by Buyer of notice of such Supplier's Assertion, to assume the defense of such Supplier's Assertion, at its own expense, with counsel chosen by it, which will be reasonably satisfactory to Supplier. All covenants and agreements of With respect to any such Supplier's Assertion, Supplier will promptly provide Buyer and the Companies in this Agreement that are required to be performed with: (i) prior to the Closing, shall terminate on the Closing, notice and copies of any documents served upon Supplier; and (ii) after all reasonable cooperation which Buyer deems necessary to defend such Supplier's Assertion, including without limitation providing Buyer and its outside attorneys access to any potentially-relevant documents, information, or individuals within the Closingcontrol of Supplier, shall survive other than any privileged documents. If business information of Supplier other than that pertaining to the Business is contained in accordance with their termssuch documents or information, Supplier and Buyer will enter into appropriate secrecy commitments to protect such documents or information. The Seller Indemnified Parties shall Notwithstanding that Buyer may have elected by written notice to assume the defense of any Supplier's Assertion, Supplier will have the right to participate in the investigation and defense thereof, with separate counsel chosen by Supplier, but in such event the fees and expenses. of Supplier (above those which would otherwise have been incurred) and such separate counsel will be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementpaid by Supplier. (c) The Seller Indemnified Parties may only assert Notwithstanding anything in this Section 16.08 to the contrary: (i) Buyer will have no obligation with respect to any Supplier's Assertion if, in connection therewith, Supplier, without the written consent of Buyer, settles or compromises any Action or consents to the entry of any judgment; and (ii) Buyer will not, without the written consent of Supplier, which consent will not be unreasonably withheld, with respect to any Supplier's Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Supplier of a claim duly executed written release of Supplier from all liability in respect of such Action, which release will be reasonably satisfactory in form and substance to counsel for indemnification against Buyer for Supplier, or (B) settle or compromise any matter not involving Action in any manner that. in the reasonable judgment of Supplier or their counsel, will materially adversely affect Supplier other than as a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim.result of money damages or other money payments. Execution Copy Amended and Restated and Manufacturing Agreement (d) All Losses claimed by a Seller Indemnified Party Upon the payment of any settlement or judgment pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 16.08 with respect to any Supplier's Assertion, Buyer will be subrogated to all rights and remedies of Supplier against any third party in respect of such LossesSupplier's Assertion to the extent of the amount so paid by Buyer. (e) The indemnity provided for by this Section 16.08 will be Supplier's exclusive source of recovery against Buyer with respect to matters covered hereby.

Indemnification by Buyer. Notwithstanding the Closing, Buyer hereby agrees to indemnify and hold the Seller harmless against and with respect to, and shall reimburse the Seller for: (a) From and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any Any and all Losses that the Seller Indemnified Parties may suffer losses, direct or incurindirect, liabilities, or become subject todamages resulting from any untrue representation, as a result breach of warranty, or nonfulfillment of any covenant or obligation by Buyer contained herein or in connection with: (i) any breach certificate, document or inaccuracy of any of the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor instrument delivered to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing.Seller hereunder; (b) All representations Any and warranties all obligations of Seller assumed by Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required pursuant to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement.; (c) The Seller Indemnified Parties may only assert a claim for indemnification against Any and all losses, liabilities or damages resulting from the operation or ownership of the Station by Buyer for on and after the Effective Time, or Buyer's acts or omissions generally, including but not limited to any matter not involving a third party and all liabilities assumed by giving written notice Buyer pursuant to Buyer specifying in reasonable detail the basis for such claim.Article 3 hereof; (d) All Losses claimed Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any of the foregoing or incurred in opposing the imposition thereof, or in enforcing this indemnity, subject to the notice and opportunity to remedy requirements of Section 16.3 hereof; and (e) Interest at the Prime Rate on any reimbursable expense or loss incurred by Seller from the date of payment, in the case of a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through reimbursable expense, and from the provisions hereof) shall not be date of incurrence, in the subject case of any adjustment pursuant to Section 2.3 hereof andother losses, until the date of reimbursement by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesBuyer.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations of Section 11.3(b), Buyer agrees to indemnify in Sections 8.2 and 8.6full the Seller, Buyer, hereby indemnifies and holds Seller and its officers, directors, managersemployees, Affiliates, shareholders, members, successors agents and assigns stockholders (collectively, the “"Seller Indemnified Parties”") and hold them harmless from and against any and all Losses that which any of the Seller Indemnified Parties may suffer or incursuffer, sustain or become subject to, to as a result of or in connection with: (i) any breach or inaccuracy of misrepresentation in any of the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer contained in this Agreement or in any of the Related Documents, (ii) any breach of, or failure to perform, any agreement of Buyer contained in this Agreement or any of the Related Documents, or (iii) any Claims or threatened Claims against Seller arising out of the actions or inactions of Buyer with respect to the Assets or the Seller's business after the Closing (collectively, "Seller Losses"). (b) Buyer shall be liable to the Seller Indemnified Parties for any Seller Losses (i) only if Seller or another Seller Indemnified Party delivers to Buyer written notice, setting forth in reasonable detail the identity, nature and amount of Seller Losses related to such right is asserted claim or claims prior to the first anniversary of the Closing Date and (ii) only if the aggregate amount of all Seller Losses exceeds the Basket Amount, in writing on which case Buyer shall be obligated to indemnify the Seller Indemnified Parties only for the excess of the aggregate amount of all such Seller Losses over the Basket Amount. A Seller Indemnified Party's failure to provide the detail required by clause (i) in the preceding sentence shall not constitute either a breach of this Agreement by the Seller Indemnified Party or before any basis for Buyer to assert that the Indemnification Termination Date in accordance Seller Indemnified Party did not comply with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice Section 11.3 sufficient to Buyer specifying in reasonable detail cause the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived its rights under this Section 11.3, unless Buyer demonstrates that its ability to defend against any rights it or they may have under Section 2.3 Claims with respect to any such Lossesthereto has been materially adversely affected.

Indemnification by Buyer. (a) From Buyer unconditionally, absolutely and after the Closingirrevocably agrees to and shall defend, subject to the limitations in Sections 8.2 indemnify and 8.6hold harmless Seller, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectivelyKilat, the “Seller Indemnified Parties”Shareholders and the successors, assigns, heirs and legal and personal representatives of Seller, Kilat and the Shareholders (Seller, Kilat, the Shareholders and such persons are collectively referred to as the "SELLER'S INDEMNIFIED PERSONS") harmless from and against against, and shall reimburse Seller's Indemnified Persons for, each and every Loss paid, imposed on or incurred by Seller's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of any and all Losses that inaccuracy in any representation or warranty of Buyer under the Seller Indemnified Parties may suffer Option Agreement, the Transaction Agreements or incurthe Exhibits thereto or any agreement, certificate or other document delivered or to be delivered by Buyer pursuant hereto in any respect, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy nonfulfillment of any covenant, agreement or other obligation of Buyer under the Option Agreement, the Transaction Agreements, the Exhibits thereto or any agreement, certificate or document to be delivered by Buyer pursuant hereto. With respect to matters not involving Proceedings brought or asserted by third parties against Seller's Indemnified Persons, within thirty (30) days after notification from Seller's Indemnified Persons supported by reasonable documentation setting forth the nature of the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of circumstances entitling Seller's Indemnified Persons to indemnity hereunder, the Buyer, the Companies at no cost or the AEC Subsidiary or the Buyer Parent Guarantor expense to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the ClosingSeller's Indemnified Persons, shall terminate on the Closingdiligently commence resolution of such matters in a manner reasonably acceptable to Seller's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDED, and (ii) after the ClosingHOWEVER, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to those valid claims that may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Buyer, Buyer shall promptly pay the amount so claimed. If litigation or any such Lossesother Proceeding is commenced or threatened, the provisions of SECTION 7.3 shall control over the immediately preceding sentence.

Indemnification by Buyer. (a) From and after the ClosingNotwithstanding Section 8.06(a), subject Buyer agrees that Seller is to the limitations have no liability for any Tax resulting from any action referred to in Sections 8.2 and 8.6Section 6.04 of any Company, any Subsidiary, Buyer or any Affiliate of Buyer, hereby indemnifies and holds agrees to indemnify and hold harmless Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and Affiliates against any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Buyer in this Agreement; such Tax and , (ii) any failure Tax or damages incurred or suffered by Seller or any of Buyerits Affiliates arising out of a breach of any other covenant or agreement contained in this Article 8, (the Companies sum of (i) and (ii), being referred to as a “Seller Tax Loss”). Seller agrees to give prompt notice to Buyer of the assertion of any claim, or the AEC Subsidiary commencement of any action or the Buyer Parent Guarantor to carry outproceeding, perform, satisfy and discharge any in respect of their respective covenants or agreements which indemnity may be sought under this Agreement that are required to be performed following Section 8.07. Buyer may participate in any such suit, action or proceeding at its own expense and the Closingparties hereto shall cooperate in the defense or prosecution thereof. (b) All representations and warranties of Buyer in shall not be liable under this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed Section 8.07 for (i) any Tax the payment of which was made without Buyer’s prior to the Closing, shall terminate on the Closing, and written consent or (ii) after any settlement of a claim, suit, action, litigation, or proceeding with respect to which Buyer was not notified pursuant to Section 8.07(a) unless Buyer unreasonably withheld or delayed such consent or Buyer failed to notify Seller that it desired to participate in or assume the Closing, defense of such tax proceedings leading to such settlement; provided that Buyer shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to only be indemnified and held harmless under Section 8.2(a)(i) in respect relieved of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party liability pursuant to this Article VIII (whether Section 8.07(b) to the extent that Buyer is materially prejudiced by the failure of Seller to obtain such consent or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any give such Lossesnotice.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 other terms and 8.6conditions of this Article VIII, Buyer, hereby indemnifies Buyer shall indemnify and holds Seller defend Sellers and its officers, directors, managers, Affiliates, shareholders, members, successors their respective Affiliates and assigns their respective Representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Losses that incurred or sustained by, or imposed upon, the Seller Indemnified Parties may suffer Indemnitees based upon, arising out of, with respect to or incur, or become subject to, as a result of or in connection withby reason of: (ia) any inaccuracy in or breach or inaccuracy of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyerthat expressly relate to a specified date, the Companies inaccuracy in or the AEC Subsidiary or the Buyer Parent Guarantor breach of which will be determined with reference to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing.such specified date); (b) All representations and warranties any breach or non-fulfillment of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement (i) prior other than Article VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement.Article VI); or (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying Action of the type set forth in reasonable detail Section 8.03 of the basis for such claim.Disclosure Schedules; (d) All Losses claimed any Action by any non-U.S. Employee based on a claim that such Employee’s terms and conditions of employment with Company, Buyer or any of their Affiliates upon or after the Closing are less favorable than such Employee’s current terms and conditions of employment with Parent or any of its Affiliates; provided, however, the Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) Indemnitees shall not be the subject of any adjustment entitled to indemnification pursuant to Section 2.3 hereof and8.03(a) for any Losses arising out of a breach of Section 4.06 to the extent such breach is based on any inaccurate information concerning Sellers, the Acquired Companies or the Business that was provided by making a claim Sellers for indemnification under this Article VIII, Seller, on behalf purposes of itself and preparing the other Seller Indemnified Parties, shall be deemed to have waived any rights it HSR Exemption Letter or they may have under Section 2.3 with respect to any such Lossesfor use in Buyer’s determination of the HSR Exemption.

Indemnification by Buyer. (a) From Subject to the provisions of this Article VII, from and after the Closing, subject to the limitations in Sections 8.2 Buyer shall indemnify, defend and 8.6hold harmless Seller, Buyer, hereby indemnifies its Affiliates and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns their respective Representatives (collectively, the “Seller Indemnified Parties”) harmless from ” and, each of the Buyer Indemnified Parties and against any and all Losses that the Seller Indemnified Parties may suffer Parties, an “Indemnified Party”) against any Losses actually incurred or incur, or become subject suffered by any Seller Indemnified Party relating to, as a result of arising out of, resulting from, with respect to or in connection withby reason of: (i) any the breach or inaccuracy of any representation or warranty made in Article IV (or the certificate delivered pursuant to Section 6.2(a)(iii) by or on behalf of Buyer at or prior to the representations and warranties made Closing with respect thereto) that is not a Buyer Fundamental Representation; (ii) the breach or inaccuracy of any Buyer Fundamental Representation (or the certificate delivered pursuant to Section 6.2(a)(iii) by or on behalf of Buyer in this Agreementat or prior to the Closing with respect thereto); and (iiiii) any failure breach of any covenant or agreement contained in this Agreement to be performed or complied with by any of Buyer, the Acquired Companies or Related Consolidated Entities after the AEC Subsidiary Closing or the Buyer Parent Guarantor prior to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following after the Closing. (b) All representations and warranties of Buyer Notwithstanding any other provision in this Agreement to the contrary, the indemnification provided for in Section 7.3(a) shall survive until be subject to the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed following limitation: (i) prior Buyer shall not have any liability under Section 7.3(a)(i) unless the aggregate amount of all Losses relating to Section 7.3(a)(i) for which Buyer would be liable to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII VII exceeds, in the aggregate, the Threshold, and then only to the extent such Losses exceed the Threshold; (whether or not resolved through the provisions hereofii) Buyer shall not be required to indemnify the subject Seller Indemnified Parties under Section 7.3(a) for any claim (or series of related claims) for which the amount that would otherwise be payable hereunder relating to such claim (or series of related claims) is less than the Per Claim Amount; provided that the amount of any adjustment such claim (or series of related claims) that is less than the Per Claim Amount shall nonetheless be Losses applied towards and aggregated for purposes of calculating the Threshold pursuant to Section 2.3 hereof 7.3(b)(i); and (iii) Except in the case of fraud, by making a claim Buyer’s aggregate liability for indemnification Losses arising out of or resulting from claims under this Article VIII, Seller, on behalf of itself and Agreement shall in no event exceed the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesPurchase Price.

Indemnification by Buyer. (a) From Subject to the limitations set forth in Sections 8.1, 8.5 and after 11.10, Buyer shall indemnify and hold harmless Seller its Affiliates (other than the Company), each of their respective past, present and future directors, officers, employees, consultants and agents, each of the Company’s past and present (and, through the Closing, subject to the limitations in Sections 8.2 and 8.6future) directors, Buyer, hereby indemnifies and holds Seller and its officers, employees, consultants and agents), and each of the directors, managersofficers, Affiliatesheirs, shareholders, membersexecutors, successors and assigns of any of the foregoing (collectively, the each a “Seller Indemnified PartiesParty”) harmless from and against any and all Losses that the imposed upon or incurred by any Seller Indemnified Parties may suffer or incur, or become subject to, Party as a result of or in connection withwith any of the following: (i) any breach of a representation or inaccuracy of any of the representations and warranties warranty made by Buyer in this AgreementArticle IV; andor (ii) any failure the breach of or default in the performance by any of Buyer, the Companies Buyer or the AEC Subsidiary or the Buyer Parent Guarantor to carry outof any covenant, perform, satisfy and discharge any of their respective covenants agreement or agreements under this Agreement that are required obligation to be performed following the Closingby Buyer or Buyer Parent pursuant to this Agreement. (b) All representations and warranties Within thirty (30) days after receipt by a Seller Indemnified Party of notice of the commencement of an Action or other event giving rise to a seller claim with respect to which a Seller Indemnified Party may be entitled to indemnification (a “Seller Claim”), the Seller Indemnified Party receiving such notice shall notify (the “Seller Claim Notice”) Buyer in this Agreement writing of the commencement of such Action or the assertion of such Seller Claim; provided, however, that failure to give such notice shall survive until the Indemnification Termination Date. All covenants and agreements not relieve Buyer of Buyer and the Companies in this Agreement that are required to be performed its obligations hereunder (i) unless the Seller Indemnified Party fails to deliver a proper Seller Claim Notice prior to the Closing, shall terminate on the Closing, and date specified in Section 8.1(b) or (ii) unless and only to the extent that Buyer is materially prejudiced thereby. Buyer shall have the option, and shall notify each indemnified Party in writing within 10 Business Days after the Closingdate of a Seller Claim Notice of its election, either: (A) to participate (at its own expense) in the defense of the Action or Seller Claim (in which case the defense of such Action or Seller Claim shall survive in accordance with their terms. The be controlled by Seller Indemnified Parties Party) or (B) to take charge of and control defense of such Action or Seller Claim (at its own expense). If Buyer fails to notify Seller Indemnified Party of its election within the applicable response period, then Buyer shall be deemed to have elected not to control the defense of such Action or Seller Claim. If Buyer elects to control the defense of any Action or Seller Claim, each Seller Indemnified Party shall have the right to employ separate counsel and participate in the defense of any such Action or Seller Claim, but the fees and expenses of such counsel shall be indemnified at the expense of Seller Indemnified Party unless: (1) the named parties in such Action or Seller Claim (including any impleaded parties) include both Seller Indemnified Party and held harmless under Section 8.2(a)(iBuyer and Seller Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Buyer, or (2) Seller has reasonably determined that Losses that may be incurred may exceed either individually, or when aggregated with other Seller Claims, the Maximum Indemnity Amount (in respect which case, Buyer shall not have the right to assume the defense of such Action or Seller Claim on behalf of Seller Indemnified Party, it being understood, however, that Buyer shall not, in connection with such Action or Seller Claim be liable for the representations fees and warranties expenses of Buyer only if more than one separate firm of attorneys (in addition to any local counsel) and that such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementfees and expenses shall be reimbursed as they are incurred). (c) The If Buyer does not control the defense of any Action or Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Claim, then Seller Indemnified Party pursuant may settle such Action or Seller Claim with the prior written consent of Buyer (not to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Lossesunreasonably withheld).

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations contained in Sections 8.2 and 8.6this Section 6, Buyer, hereby indemnifies and holds Seller Buyer and its successors and permitted assigns agree subsequent to the Closing to indemnify and hold harmless Seller, its subsidiaries and their affiliates and their respective officers, directors, managers, Affiliates, shareholders, membersemployees and agents (individually, successors a “Seller Indemnified Party” and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and in respect of all Losses that the Seller Indemnified Parties may suffer or incurarising out of, or become subject to, as a result of based upon or in connection with: (ia) fraud or an intentional misrepresentation by Buyer of any of its representations, or warranties in this Agreement or in any Schedule or agreement delivered under or in connection with this Agreement; (b) any breach or inaccuracy of any of the representations and warranties representation or warranty made by Buyer in this Agreement or in any Schedule or agreement delivered under or in connection with this Agreement; (c) any breach of any covenant or agreement made by Buyer in this Agreement or in any Schedule or agreement delivered under or in connection with this Agreement; (d) any Assumed Liability; or (e) any liability for (i) any and all Taxes imposed on Buyer with respect to the operation of the Subject Assets for any taxable year or period that begins on or after the Closing Date and , with respect to any period that includes (but does not end on) the Closing Date, the portion of such period beginning on the Closing Date; and (ii) any failure by to timely pay any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are all Taxes required to be performed following the Closing. borne by Buyer pursuant to Section 1.10. Claims under clauses (ba) All representations through (e) of this Section 6.3 shall be hereinafter collectively referred to as “Seller Indemnifiable Claims,” and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) Losses in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, claims shall be deemed hereinafter collectively referred to have waived any rights it or they may have under Section 2.3 with respect to any such as “Seller Indemnifiable Losses.”

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 terms and 8.6conditions of this Agreement, BuyerBuyer will defend, hereby indemnifies indemnify and holds Seller hold harmless Supplier and its affiliates and each of their respective officers, directors, managers, Affiliatesemployees, shareholders, membersagents and representatives, and their successors and assigns (collectively, the “Seller Indemnified Parties”"Supplier Indemnities") harmless from and against any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result Claims arising out of or in connection with: related to: (i) any breach or inaccuracy of any of Assumed Liabilities as defined in the representations and warranties made by Buyer in this Sale Agreement; and (ii) any failure by breach of any covenant or agreement of Buyer, the Companies Buyer contained in this Supply Agreement; and (iii) any breach of any representation or the AEC Subsidiary or the warranty of Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under contained in this Agreement that are required to be performed following the ClosingSupply Agreement. (b) All representations and warranties Promptly after receipt by Supplier of notice of any Action in respect of which indemnity may be sought against Buyer hereunder (for purposes of this Section 16.08, a "Supplier's Assertion"), Supplier will notify Buyer in this Agreement shall survive until writing of the Indemnification Termination DateSupplier's Assertion, but the failure to so notify Buyer will not relieve Buyer of any liability it may have to Supplier, except to the extent Buyer has suffered actual prejudice thereby. All covenants and agreements Buyer will be entitled to participate in and, to the extent Buyer elects by written notice to Supplier within thirty (30) days after receipt by Buyer of notice of such Supplier's Assertion, to assume the defense of such Supplier's Assertion, at its own expense, with counsel chosen by it which will be reasonably satisfactory to Supplier. With respect to any such Supplier's Assertion, Supplier will promptly provide Buyer and the Companies in this Agreement that are required to be performed with: (i) prior to the Closing, shall terminate on the Closing, notice and copies of any documents upon Supplier; and (ii) after all reasonable cooperation which Buyer deems necessary to defend such Supplier's Assertion, including without limitation providing Buyer and its outside attorneys access to any potentially-relevant documents, information, or individuals within the Closingcontrol of Supplier, shall survive other than any privileged documents. If business information of Supplier other than that pertaining to the Business is contained in accordance with their termssuch documents or information, Supplier and Buyer will enter into appropriate secrecy commitments to protect such documents or information. The Seller Indemnified Parties shall Notwithstanding that Buyer may have elected by 14 written notice to assume the defense of any Supplier's Assertion, Supplier will have the right to participate in the investigation and defense thereof, with separate counsel chosen by Supplier, but in such event the fees and expenses of Supplier (above those which would otherwise have been incurred) and such separate counsel will be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementpaid by Supplier. (c) The Seller Indemnified Parties may only assert Notwithstanding anything in this Section 16.08 to the contrary: (i) Buyer will have no obligation with respect to any Supplier's Assertion if, in connection therewith, Supplier, without the written consent of Buyer, settles or compromises any Action or consents to the entry of any judgment; and (ii) Buyer will not, without the written consent of Supplier, which consent will not be unreasonably withheld, with respect to any Supplier's Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Supplier of a claim duly executed written release of Supplier from all liability in respect of such Action, which release will be reasonably satisfactory in form and substance to counsel for indemnification against Buyer for Supplier; or (B) settle or compromise any matter not involving Action in any manner that, in the reasonable judgment of Supplier or their counsel, will materially adversely affect Supplier other than as a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claimresult of money damages or other money payments. (d) All Losses claimed by a Seller Indemnified Party Upon the payment of any settlement or judgment pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 16.08 with respect to any Supplier's Assertion, Buyer will be subrogated to all rights and remedies of Supplier against any third party in respect of such LossesSupplier's Assertion to the extent of the amount so paid by Buyer. (e) The indemnity provided for by this Section 16.08 will be Supplier's exclusive source of recovery against Buyer with respect to matters covered hereby.

Indemnification by Buyer. Buyer shall indemnify, defend and hold harmless (ai) From BMI, (ii) NuGene, (iii) each of their respective Affiliates, and after (iv) each of their respective stockholders including, without limitation the ClosingExisting NuGene Shareholders, subject to the limitations in Sections 8.2 and 8.6members, Buyer, hereby indemnifies and holds Seller and its officerspartners, directors, officers, managers, Affiliatesemployees, shareholdersagents, members, successors attorneys and assigns representatives (collectively, the “Seller BMI Indemnified Parties”) harmless ), from and against any and all Losses that the Seller which may be incurred or suffered by any BMI Indemnified Parties Party and which may suffer or incur, or become subject to, as a result arise out of or in connection withresult from: (ia) any breach or inaccuracy of any representation, warranty, covenant or agreement of the representations and warranties made by Buyer contained in this Agreement; and (ii) any failure by any of Buyer, the Companies Merger Agreement or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge in any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing.other BMI Document; (b) All representations any breach of any representation, warranty, covenant or agreement of BMI contained in the Merger Agreement; (c) all activities, actions and warranties omissions to act of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants BMI (including for purposes hereof, and agreements of Buyer BMI’s respective Affiliates, stockholders, members, partners, directors, officers, managers, employees, agents, attorneys and the Companies in this Agreement that are required to be performed (irepresentatives) arising prior to the Closing, regardless of whether or not any Loss related to any such activity, action or omission to act shall terminate on the Closing, and (ii) occur after the Closing; and (d) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, reasonable legal fees and expenses, incurred in enforcing this indemnity and the indemnity obligations of Buyer set forth elsewhere in this Agreement. In connection with the foregoing, Buyer agrees and covenants that, notwithstanding Buyer’s indemnification obligations set forth herein, it is the intent of the parties hereto that Buyer is and shall survive continue to be the direct and primary obligor for all of the Assumed Liabilities and Buyer further agrees and covenants that it shall cause all such Assumed Liabilities to be fully satisfied and discharged in accordance with their terms. The Seller Indemnified Parties shall have the right respective terms at no cost to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this AgreementBMI. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the Closing, subject In addition to the limitations other indemnities given by Buyer to Seller in Sections 8.2 this Agreement, Buyer shall indemnify and 8.6, Buyer, hereby indemnifies and holds hold harmless Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses claims, demands, losses, damages, liabilities, costs, expenses, and deficiencies (including, without limitation, reasonable attorneys' fees and other costs and expenses of Seller incident to the defense of any claim that the Seller Indemnified Parties may suffer or incurresults in litigation, or become subject tothe settlement of any claim, as a result or the enforcement by Seller or the provisions of this Section 11.02) caused by, arising out of, or in connection with: resulting from, and to pay Seller any sum that Seller pays or becomes obligated to pay on account of, (ia) the ownership of the Assets by Buyer from and after the Closing Date, (b) the use and/or operation of the Assets from and after the Closing Date, (c) any breach or inaccuracy default in the performance by Buyer of any covenant or agreement of Buyer contained in this Agreement or in any other instrument delivered by or on behalf of Buyer pursuant hereto, (d) any breach of a warranty or an inaccurate or erroneous representation made by Buyer herein or in any other instrument delivered by or on behalf of Buyer pursuant hereto, or (e) any and all actions, suits, proceedings, claims, demands or judgments incident to any of the representations and warranties made foregoing. If any person shall assert a claim against Seller or its affiliates that, if successful, might result in a breach or default by Buyer in under this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Seller shall give Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closingprompt written notice thereof, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties Buyer shall have the right to participate in the defense thereof and to be indemnified and held harmless under Section 8.2(a)(i) represented, at the sole expense of Buyer, by counsel selected by it. No such claim, demand, or other matter shall be compromised or settled by Buyer or Seller in respect any manner that might adversely affect the interest of the representations and warranties other party without the prior written consent of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. other party (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) which consent shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Lossesunreasonably withheld).

Indemnification by Buyer. (a) From Buyer hereby agrees to indemnify and after the Closinghold harmless Seller, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller its affiliates and its and their respective officers, directors, managersemployees, Affiliatesand agents, shareholders(individually, members, successors an “Indemnified Party” and assigns (collectively, the “Seller Indemnified Parties”) harmless from against and in respect of all losses, liabilities, obligations, damages, deficiencies, actions, suits, proceedings, demands, assessments, orders, judgments, costs and expenses (including the reasonable fees, disbursements and expenses of attorneys and consultants) of any kind or nature whatsoever (collectively, “Damages”), to the extent sustained, suffered or incurred by or made against any and all Losses that the Seller Indemnified Parties may suffer or incurParty, or become subject tobased upon, as a result arising out of or in connection with: (i) any breach or inaccuracy of any covenant or agreement made by Buyer in this Agreement; (ii) any breach of the representations and warranties any representation or warranty made by Buyer in this Agreement; andor (iiiii) any failure by any of Buyerobligations assumed hereunder relating to the Directories Business, the Companies Purchased Assets and or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the ClosingAssumed Liabilities. (b) All representations Seller will give prompt written notice to Buyer of any claim for indemnification hereunder, specifying to the extent known the amount and warranties nature of the claim, and any matter which in Seller’s opinion is likely to give rise to an indemnification claim. The failure of Seller to so notify Buyer in this Agreement of any such action shall survive until the Indemnification Termination Date. All covenants and agreements of not relieve Buyer and the Companies in this Agreement that are required from any liability which it may have to be performed Seller (i) prior other than pursuant to the Closing, shall terminate on the Closing, and this Section 4.2 or (ii) after under this Section 4.2 unless, and only to the Closingextent that, shall survive such failure to notify results in accordance with their termsthe forfeiture of substantive rights or defenses or otherwise materially and adversely affects Buyer. The Seller Indemnified Parties shall Buyer will have the right to be indemnified control the defense through counsel of their choosing. Seller will have the right to the extent of its interests to participate on its own behalf and held harmless under Section 8.2(a)(i) at its own expense in respect such matter or its settlement through counsel of its choosing. Buyer agrees that it will not, without the representations and warranties prior written consent of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) Seller, which consent shall not be unreasonably withheld, settle, compromise or consent to the subject entry of any adjustment pursuant judgment in any pending or threatened claim, action or proceeding relating to Section 2.3 hereof andthe matters contemplated hereby (if Seller is a party thereto) unless such settlement, compromise or consent includes an unconditional release of Seller from all liability arising or that may arise out of such claim, action or proceeding. Buyer shall not be liable for any settlement of any claim, action or proceeding affected against Seller without the prior written consent of Buyer, which consent shall not be unreasonably withheld. The rights accorded to Seller hereunder shall be in addition to any rights Seller may have at common law, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it separate agreement or they may have under Section 2.3 with respect to any such Lossesotherwise.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations set forth in Sections 8.2 7.2, 8.1 8.5, 8.6 and 8.68.7, Buyer, Buyer hereby indemnifies agrees to indemnify and holds hold Seller and its affiliates and their respective employees, officers, directors, managers, Affiliates, shareholders, members, successors and assigns members (collectively, the each a “Seller Indemnified PartiesParty”) harmless from and against any and all Losses that the imposed upon or incurred by any Seller Indemnified Parties may suffer or incur, or become subject to, Party as a result of or in connection withwith any of the following: (i) any breach of a representation or inaccuracy of any of the representations and warranties warranty made by Buyer in Article IV of this Agreement; andAgreement or in the certificate delivered by Buyer pursuant to Section 6.4(b)(iii); (ii) the breach of or default in the performance by Buyer of any failure by any of Buyercovenant, the Companies agreement or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required obligation to be performed following by Buyer pursuant to this Agreement or any agreement or instrument executed in connection herewith or pursuant hereto, including, without limitation, the ClosingAssumption Agreement; or (iii) the ownership or operation of the Assets and Assumed Liabilities from and after the Closing Date. (b) All representations and warranties Within thirty (30) days after receipt by a Seller Indemnified Party of notice of the commencement of an Action or other event giving rise to a claim by a Seller Indemnified Party for indemnification (a “Seller Claim”), the Party receiving such notice shall notify (the “Seller Claim Notice”) Buyer in this Agreement writing of the commencement of such Action or the assertion of such Seller Claim; provided, however, that failure to give such notice shall survive until the Indemnification Termination Date. All covenants not relieve Buyer of its obligations hereunder unless and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior only to the Closing, extent that Buyer is materially prejudiced thereby. Buyer shall terminate on have the Closingoption, and (ii) after the Closing, shall survive in accordance with their terms. The notify Seller Indemnified Parties Party in writing within ten (10) Business Days after its receipt of a Seller Claim Notice of its election, either: (A) to participate (at its own expense) in the defense of the Action or Seller Claim (in which case the defense of such Action or Seller Claim shall be controlled by Seller Indemnified Party) or (B) to take charge of and control defense of such Action or Seller Claim (at its own expense). If Buyer fails to notify Seller Indemnified Party of its election within the applicable response period, then Buyer shall be deemed to have elected not to control the defense of such Action or Seller Claim. If Buyer elects to control the defense, it will not compromise or settle the Action or Seller Claim without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in Section 8.4. If Buyer elects to control the defense of any Action or Seller Claim, each Seller Indemnified Party shall have the right to employ separate counsel and participate in the defense of any such Action or Seller Claim, but the fees and expenses of such counsel shall be indemnified and held harmless under Section 8.2(a)(i) in respect at the expense of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this AgreementSeller Indemnified Party. (c) The Except as provided in Section 8.4, if Buyer does not control the defense of any Action or Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Claim, then Seller Indemnified Party pursuant may settle such Action or Seller Claim only with the prior written consent of Buyer (not to this Article VIII (whether be unreasonably withheld, conditioned or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Lossesdelayed).

Indemnification by Buyer. (a) From Each of IXL and after the ClosingBuyer shall jointly and severally indemnify and hold Seller, subject to the limitations in Sections 8.2 Stockholder and 8.6, Buyer, hereby indemnifies and holds Seller and its Seller's officers, directors, managers, Affiliates, shareholders, members, successors directors and assigns employees (collectively, the “"Seller Indemnified Parties”") harmless from and against against, and agree promptly to defend each of the Seller Indemnified Parties from and reimburse each of the Seller Indemnified Parties for, any and all Losses losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including, without limitation, reasonable attorney fees and other legal costs and expenses) (collectively, a "Seller Loss") that any of the Seller Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Buyer or IXL in or pursuant to this Agreement; and, or in any instrument, certificate or affidavit delivered by Buyer or IXL at the Closing in accordance with the provisions hereof; (ii) any failure by any of Buyer, the Companies Buyer or the AEC Subsidiary or the Buyer Parent Guarantor IXL to carry out, perform, satisfy and discharge any of their its respective covenants covenants, agreements, undertakings, liabilities or agreements obligations under this Agreement that are required or under any of the documents and materials delivered by Buyer or IXL pursuant to be performed following this Agreement; (iii) the ClosingAssumed Liabilities; and (iv) any suit, action or other proceeding arising out of, or in any way related to, any of the matters referred to in this Section 6.1(a). (b) All representations and warranties of Notwithstanding any other provision to the contrary neither Buyer in this Agreement nor IXL shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed have any liability under Section 6.1(a)(i) above (i) prior unless the aggregate of all Seller Losses for which IXL and Buyer would be liable but for this sentence exceeds, on a cumulative basis, an amount equal to $50,000 and then only to the Closingextent of such excess, shall terminate on (ii) for amounts in excess of $1,400,000 in the Closingaggregate, and (iiiii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert unless a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 has been asserted with respect to the matters set forth in Section 6.1(a)(i), or 6.1(a)(iv) to the extent applicable to Section 6.1(a)(i), within two years of the date hereof, except with respect to the matters arising under Section 3.15 hereof in which event Seller must have asserted a claim within the applicable statute of limitations. Notwithstanding any such Lossesimplication to the contrary contained herein, the parties acknowledge and agree that a decrease in the value of the IXL Shares would not, by itself, constitute a Seller Loss, unless and to the extent a decrease in the value of the IXL Shares has been demonstrated to be as a result of any event described in Sections 6.1(a)(i), (ii), (iii) or (iv) above.

Indemnification by Buyer. (a) From and after the ClosingClosing Date, subject to the limitations in Sections 8.2 BUYER shall indemnify, hold harmless and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless defend SELLER from and against any and all Losses that the Seller Indemnified Parties which SELLER may suffer or incurreceive, suffer, or become subject toincur arising out of, as a result of relating to or in connection with: with (i) SELLER’ s compliance with instructions from BUYER made pursuant to Section 7.4 of this Agreement and not related to any breach negligence or inaccuracy malfeasance on the part of any of the representations and warranties made by Buyer in this Agreement; and SELLER, (ii) any failure by any of Buyeroperations and transactions occurring after the Closing and which involve the Assets transferred, the Companies Deposit Liabilities, the Office Loans, the safe deposit business being transferred to BUYER or the AEC Subsidiary other obligations and liabilities assumed pursuant to this Agreement or (iii) the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any operations at the Offices after the Closing Date. The obligations of their respective covenants or agreements BUYER under this Agreement that are required to Section 8.4 shall be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed contingent upon SELLER giving BUYER written notice (i) prior of the receipt by SELLER of any process and/or pleadings in or relating to any actions, suits or proceedings of the Closingkinds described in this Section 8.4, shall terminate on the Closingincluding copies thereof, and (ii) of the assertion of any claim or demand relating to the Assets transferred to and/or the Deposit Liabilities or Office Loans and the other obligations and liabilities assumed by BUYER on or after the Closing, including, to the extent known to SELLER, the identity of the person(s) or entity(ies) asserting such claim or making such demand and the nature thereof, and including copies of any correspondence or other writings relating thereto. All notices required by the preceding sentence shall survive in accordance with their termsbe given within fifteen (15) days of the receipt by SELLER of any such process or pleadings or any oral or written notice of the assertion of any such claims or demands. The Seller Indemnified Parties BUYER shall have the right to take over SELLER’s defense in any such actions, suits, or proceedings through counsel selected by BUYER, to compromise and/or settle the same (provided that no such settlement shall be indemnified and held harmless under Section 8.2(a)(i) in respect made without SELLER’s prior written consent unless such settlement solely consists of the representations payment of money by BUYER and warranties SELLER receives a complete release in connection therewith) and to prosecute any available appeals or review of Buyer only if such right is asserted in writing on any adverse judgment or before ruling that may be entered therein. The covenants and obligations of BUYER hereunder shall survive the Indemnification Termination Date in accordance with the terms Closing and any earlier termination of this Agreement. (c) . The Seller Indemnified Parties may only assert a claim for availability of indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) section shall not be the subject of prevent SELLER from seeking any adjustment pursuant other remedy otherwise available to Section 2.3 hereof andSELLER, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it including remedies at law or they may have under Section 2.3 with respect to any such Lossesin equity.

Indemnification by Buyer. (a) From Buyer agrees to indemnify and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds hold harmless Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses that the and Expenses incurred by Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection withwith or arising from: (ia) any Any breach or inaccuracy by Buyer of any of the representations and warranties made its covenants or agreements in this Agreement or in any Buyer Ancillary Agreement or any failure by Buyer to perform any of its obligations in this Agreement or in any Buyer Ancillary Agreement; and (iib) Any breach of any failure by any of Buyer, the Companies warranty or the AEC Subsidiary inaccuracy of any representation of Buyer contained or referred to in this Agreement or in any certificate delivered by or on behalf of Buyer pursuant hereto; and (c) Any claim or liability arising out of the conduct by Buyer Parent Guarantor to carry out, perform, satisfy of the Business from and discharge any of their respective covenants or agreements after the Closing Date. The indemnification provided for in this Section 11.3 shall terminate five years after the Closing Date (and no claims shall be made by Seller under this Agreement Section 11.3 thereafter), except that are required the indemnification by Buyer shall continue as to: (a) The covenants of Buyer set forth in Sections 13.2. and 13.13, as to be performed following the Closing.all of which no time limitation shall apply; and (b) All representations and warranties Any Loss or Expense of which Seller has notified Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms requirements of Section 11.4 on or prior to the date such indemnification would otherwise terminate in accordance with this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Section 11.3, as to which the obligation of Buyer for any matter not involving a third party by giving written notice to shall continue until the liability of Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party shall have been determined pursuant to this Article VIII (whether or not resolved through XI, and Buyer shall have reimbursed Seller for the provisions hereof) shall not be the subject full amount of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under such Loss and Expense in accordance with this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesXI.

Indemnification by Buyer. (a) From and after the ClosingBuyer agrees to indemnify Seller, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholdersofficers, members, successors agents, representatives, and assigns employees, as the case may be, (collectively, the “Seller Indemnified Selling Parties”) and hold the Selling Parties harmless from and against any and all Losses Claims that arise out of or result from, but only to the Seller Indemnified Parties may suffer extent that such matters exceed, in the aggregate, $10,000: (a) the inaccuracy of any representation or incurbreach of any warranty, covenant or agreement made by Buyer in this Agreement, including exhibits and schedules, or become subject toin any certificate, as a result of document or other instruments delivered in connection withherewith; (b) any obligation or liability specifically assumed by Buyer hereunder; (c) any obligation, contract or liability of Buyer arising after the Closing Date, including without limitation: (i) any breach or inaccuracy violation of any Environmental Law based on (A) a condition arising after the Closing Date, or (B) the acts or omissions of the representations and warranties made by Buyer in this Agreementor Buyer’s agents, employees or contractors; and (ii) any failure Claim by any employee of Buyer, the Companies including employees previously employed by Seller, for accrued compensation, vacation pay, severance benefits or the AEC Subsidiary other benefits owing or the maintained by Buyer Parent Guarantor to carry out, perform, satisfy and discharge any arising out of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) services rendered after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim.Closing Date; (d) All Losses claimed any and all claims, demands, liabilities, penalties, actions, lawsuits, or proceedings brought against any Selling Parties to the extent that they relate to claims made by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through any of the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 Employees with respect to their employment by Buyer or their entitlement to benefits under Buyer’s Employee Benefit Plans; (e) any such Lossesand all claims, demands, liabilities, penalties, actions, lawsuits, or proceedings brought against any Selling Parties to the extent that they relate to actions taken or omitted to be taken, violations of law, on or after the Closing Date in connection with the Purchased Assets; (f) any and all taxes and charges claimed to be due or collected by any federal, state, or local taxing authorities with respect to Buyer for any business or activity of Buyer on or after the Closing Date, including and together with any and all taxes or charges owed by Buyer which arise in respect of any transaction contemplated by this Agreement, other than any taxes or charges incurred by any Seller Party in its capacity as a direct or indirect equity owner of Buyer; (g) any claim for a finder’s fee, brokerage or other commission arising by reason of any services alleged to have been rendered to or at the instance of Buyer with respect to the transactions contemplated hereby; and (h) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, reasonable legal fees and expenses, incident to any of the foregoing or incurred in attempting to oppose the imposition thereof, or in enforcing this indemnity.

Indemnification by Buyer. (a) From Buyer shall defend, indemnify and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller hold BFC and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) affiliates harmless from and against and in respect of any and all Losses that the actual losses, liabilities, damages, judgements, settlements and expenses, including reasonable attorney's, consultants' and experts' fees and expenses, incurred directly by BFC and its affiliates (hereinafter "Seller Indemnified Parties may suffer or incurLosses"; together with Buyer Losses, or become subject to, as a result "Losses") ------------- ------ arising out of or in connection with: relating to (i) any breach or inaccuracy of any of the representations and warranties made by Buyer contained in this Agreement; and Sections 4.1 through 4.5 hereof, (ii) any failure breach by Buyer of any of Buyerits covenants (other than the covenant set forth in clause (b) of the first sentence of Section 5.3(e)) in this Agreement which survives the Closing, (iii) the Companies ownership, operation or use of the AEC Subsidiary Assets on or after the Closing Date or (iv) all Assumed Liabilities. BFC shall give Buyer Parent Guarantor prompt written notice of any third party claim which may give rise to carry out, perform, satisfy and discharge any of their respective covenants or agreements indemnity obligation under this Agreement Section, together with the estimated amount of such claim, and Buyer shall have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying BFC within thirty (30) days of receipt of BFC's written notice; provided, however, that are required Buyer's counsel shall be reasonably satisfactory to BFC. BFC's failure to give prompt notice shall not affect the indemnification obligations hereunder except to the extent such failure materially prejudices Buyer. If BFC desires to participate in any such defense assumed by Buyer it may do so at its sole cost and expense. If Buyer declines to assume any such defense, it shall be performed following liable for all costs and expenses of defending such claim incurred by BFC and BFC Investments, including reasonable fees and disbursements of counsel, consultants and experts and any settlement or judgment resulting therefrom. Neither party shall, without the Closingprior written consent of the other party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction, deed restriction or decree which would restrict the future activity or conduct of the other party or any subsidiary or affiliate thereof or if such settlement or compromise does not include an unconditional release of the other party for any liability arising out of such claim or demand. (b) All The foregoing obligation to indemnify BFC and its affiliates set forth in Section 8.2(a) shall be subject to each of the following limitations: (i) Buyer's indemnification obligation for Seller Losses under clause (i) of Section 8.2(a) shall survive only to the extent specified in Section 4.7 and thereafter all such representations and warranties of Buyer in under this Agreement shall survive until be extinguished. No claim for the Indemnification Termination Date. All covenants and agreements recovery of Buyer and the Companies such Seller Losses referred to in this Agreement that are required to be performed clause (i) prior to of Section 8.2(a) may be asserted by BFC and BFC Investments after the Closingperiod specified in Section 4.7; provided, however, that claims first asserted in writing with specificity -------- ------- within such period shall terminate on the Closing, and not thereafter be barred; (ii) after No reimbursement for Seller Losses asserted against Buyer under clause (i) of Section 8.2(a) shall be required unless and until the Closingcumulative aggregate amount of such Seller Losses equals or exceeds $2,500,000 (the "Buyer Threshold") and then only to the extent that the --------------- cumulative aggregate amount of Seller Losses, as finally determined, exceeds said Buyer Threshold; provided that in -------- calculating such Threshold any Seller Losses which individually total less than $25,000 each ("De Minimis Seller Losses") shall survive be excluded in accordance with their terms. The Seller Indemnified Parties ------------------------ entirety and Buyer in any event shall have the right no liability hereunder to be indemnified BFC and held harmless under Section 8.2(a)(iits affiliates for any such De Minimis Seller Losses; provided, -------- further, that such De Minimis Seller Losses may not exceed one million ------- dollars ($1,000,000) in respect the aggregate. (iii) Buyer's liability to BFC and its affiliates under clause (i) of Section 8.2(a) for Seller Losses shall not exceed 50% of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this AgreementPurchase Price. (c) The Seller Indemnified Parties may only assert a claim for indemnification indemnities provided in this Section 8.2 shall survive the Closing. Absent fraud, the indemnity provided in this Section 8.2 and injunctive relief shall be the sole and exclusive remedies of the indemnified party against Buyer the indemnifying party at law or equity for any matter not involving a third party covered by giving written notice to Buyer specifying in reasonable detail the basis for such claimSections 8.2(a) and (b). (d) All Losses claimed by In no event shall Buyer be liable to BFC or its affiliates for special, indirect, incidental, consequential or punitive damages. (e) For purposes of clause (i) of Section 8.2(a), in determining whether there has been a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject breach of any adjustment pursuant to Section 2.3 hereof andrepresentation or warranty contained in Sections 4.1 through 4.5 or the amount of any Seller Losses resulting from any such breach, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself such representations and the other Seller Indemnified Parties, warranties shall be deemed to have waived any rights it or they may have under Section 2.3 with respect read without regard to any such Losses"Material Adverse Effect" qualifier contained therein.

Indemnification by Buyer. (a) From Buyer agrees to indemnify, defend and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds hold harmless Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any losses, costs, damage(s) and all Losses that the expenses (including but not limited to reasonable attorneys' fees and costs) incurred by Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection with: (i) and resulting from any breach or inaccuracy by Buyer of any of the representations Buyer's representations, warranties, and warranties made by Buyer covenants set forth in this Agreement. Seller shall promptly notify Buyer of the existence of any claim, demand or other matter to which Buyer's indemnification obligations would apply and shall give Buyer reasonable opportunity to defend the same at its own expense and with counsel of its own selection; and (ii) any failure by any of Buyerprovided, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement Seller shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall at all times also have the right to fully participate in the defense at its own expense. If Buyer shall, within a reasonable time after this notice, fail to defend, Seller shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim or other matter on behalf of Buyer. If the claim is one that cannot by its nature be indemnified defended solely by Buyer, Seller shall make available all information and held harmless assistance that Buyer may reasonably request. 10.2.1 Any time after the Closing Date, but limited to one (1) year after the Closing Date, Seller shall inform Buyer by written notification ("Claim Notice") of any claim for indemnification under Section 8.2(a)(i10.2. Buyer shall have ten (10) in respect days from the date of the representations Claim notice in which to dispute any such claim. If Seller does not receive written notification ("Buyer's Notice") of any such dispute prior to 5:00 p.m. on the tenth (10th) day following the date of the Claim Notice such claim shall be deemed to be approved. In the event that all or any portion of a claim remains unresolved twenty (20) days after the date of Buyer's Notice after good faith efforts to resolve the claim, Seller and warranties of Buyer only shall attempt to resolve such claim through mediation, and then, if such right is asserted in writing on or before the Indemnification Termination Date necessary, by arbitration in accordance with the terms of this Agreementprocedures described in Section 23. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the Closing, subject Buyer agrees subsequent to the limitations in Sections 8.2 Closing to indemnify and 8.6, Buyer, hereby indemnifies and holds hold Seller and its shareholders, subsidiaries, affiliates and persons serving as officers, directors, managers, Affiliates, shareholders, members, successors partners or employees thereof (individually a "Seller Indemnified Party" and assigns (collectively, the “"Seller Indemnified Parties”") harmless from and against any damages, actions, proceedings, demands, liabilities, diminution in value, losses, taxes, fines, penalties, costs, claims and expenses (including, without limitation, reasonable fees of counsel) of any kind or nature whatsoever (whether or not arising out of third-party claims and including all Losses that amounts paid in investigation, defense or settlement of the Seller Indemnified Parties foregoing) which may suffer be sustained or incur, or become subject to, as a result suffered by any of them arising out of or in connection withbased upon any of the following matters: (ia) fraud, dishonesty, intentional misrepresentation or a deliberate or willful breach by Buyer of any of its representations, warranties, agreements or covenants under this Agreement or any other agreement (other than the Distribution Agreement), certificate, schedule or exhibit executed by Buyer or Buyer Guarantor and delivered pursuant hereto; (b) any other breach of any representation or warranty of Buyer under this Agreement or any other agreement (other than the Distribution Agreement), certificate, schedule or exhibit executed by Buyer or Buyer Guarantor and delivered pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such representations or warranties; (c) any breach of any agreement or inaccuracy covenant of Buyer under this Agreement or any other agreement entered into in connection herewith (other than the Distribution Agreement) or in any certificate delivered by Buyer pursuant hereto, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing constituting a breach of such covenant; (d) any failure by Buyer to perform and discharge any of the representations Assumed Liabilities, including its obligations pursuant to Sections 2.2(d) and warranties made by Buyer in this Agreement(f) hereof; and (iie) any failure liability relating to any environmental or worker health and safety matter of any kind or nature whatsoever, known or unknown, asserted or unasserted, that arises in connection with or on the basis of events, acts, omissions, conditions, or any other state of facts caused by any of Buyer, the Companies its affiliates, directors, officers, employees, agents or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) representatives after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this AgreementClosing Date. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From Buyer hereby agrees to indemnify and after the Closinghold Seller, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managersemployees, Affiliatesagents, shareholdersadvisers, membersaffiliates and associates, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from all loss, liability and against any expense (including reasonable attorneys' fees and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or expenses in connection with: with the contest of any claim and interest on any claim paid by Seller), which Seller may incur or sustain by reason of the fact that (i) any Buyer should breach or inaccuracy of fail to comply with any of the terms, conditions, covenants or agreements or any exhibits attached hereto, or any of them contained herein, (ii) any representations and or warranties made by Buyer in this Agreement; and Agreement should prove to be false or materially erroneous, (iiiii) any failure claims, actions, suits, investigations or proceedings, pending or threatened, are or have been made or commenced by, against, involving or arising out of (A) the Assumed Obligations, or (B) attributable to any state of facts existing or any event occurring after the Closing Date (to the extent included in the Assumed Obligations), (iv) all claims, actions, suits, investigations or proceedings, pending or threatened, are or have been made or commenced by, against, involving or arising out of the operation by Buyer of the Hardware Service business of Seller acquired hereunder, or the sale, transfer or other disposition by Buyer of all or any part of the Service Assets, from and after the Closing Date, except, in each case, if such liability arises in connection with the breach of any of Buyerthe representations, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry outwarranties, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer made by Seller in this Agreement shall survive until Agreement, any Schedule or Exhibit hereto or any certificate or instrument delivered in connection herewith, (v) any action, suit, proceeding, compromise, settlement, assignment, judgment or arbitration arising out of or incidental to any of the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies matters indemnified against in this Agreement Paragraph 8.01(b); provided, however, that are required Buyer shall not be obligated to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by indemnify a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification and hold it harmless under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 Paragraph 8.01(b) with respect to any settlement of a claim to which Buyer has not consented, if such Lossesconsent has not been unreasonably withheld.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 terms and 8.6conditions of this Agreement, BuyerBuyer will defend, hereby indemnifies indemnify and holds hold Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection with: against: (i) any breach all claims, losses, liabilities, damages, costs and expenses (including without limitation reasonable fees and expenses of attorneys incurred in investigation or inaccuracy defense) of any third-party Action arising out of the representations or related to an Assumed Liability or breach of a representation and warranties made by warranty or covenant of Buyer in this AgreementAgreement (collectively called "Losses"); and and (ii) all costs and expenses of Seller (including without limitation reasonable fees and expenses of attorneys) incurred in connection with the successful enforcement of any failure by any rights of Buyer, Seller under the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under indemnity provided in this Agreement that are required to be performed following the ClosingSection 9.02. (b) All representations and warranties Promptly after receipt by Seller of notice of any Action in respect of which indemnity may be sought against Buyer hereunder (for purposes of this Section 9.02, a "Seller's Assertion"), Seller will notify Buyer in this Agreement shall survive until writing of the Indemnification Termination DateSeller's Assertion, but the failure to so notify Buyer will not relieve Buyer of any liability it may have to Seller, except to the extent Buyer has suffered actual prejudice thereby. All covenants and agreements Buyer will be entitled to participate in and, to the extent Buyer elects by written notice to Seller within thirty (30) days after receipt by Buyer of notice of such Seller's Assertion, to assume the defense of such Seller's Assertion, at its own expense, with counsel chosen by it which will be reasonably satisfactory to Seller. With respect to any such Seller's Assertion, Seller will promptly provide Buyer and the Companies in this Agreement that are required to be performed with: (i) prior to the Closing, shall terminate on the Closing, notice and copies of any documents served upon Seller; and (ii) after all reasonable cooperation which Buyer deems necessary to defend such Seller's Assertion, including without limitation providing Buyer and its outside attorneys access to any potentially-relevant documents, information, or individuals within the Closingcontrol of Seller, shall survive other than any privileged documents. If business information of Seller other than that pertaining to the Business is contained in accordance with their termssuch documents or information, Seller and Buyer will enter into appropriate secrecy commitments to protect such documents or information. The Notwithstanding that Buyer may have elected by written notice to assume the defense of any Seller's Assertion, Seller Indemnified Parties shall will have the right to participate in the investigation and defense thereof, with separate counsel chosen by Seller, but in such event the fees and expenses of Seller (above those which would otherwise have been incurred) and such separate counsel will be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementpaid by Seller. (c) The Notwithstanding anything in this Section 9.02 to the contrary: (i) Buyer will have no obligation with respect to any Seller's Assertion if, in connection therewith, Seller, without the written consent of Buyer, settle or compromise any Action or consent to the entry of any judgment; and (ii) Buyer will not, without the written consent of Seller Indemnified Parties with respect to any Seller's Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Seller of a duly executed written release of Seller from all liability in respect of such Action, which release will be reasonably satisfactory in form and substance to counsel for Seller; or (B) settle or compromise any Action in any manner that, in the sole judgment of Seller or their counsel, may only assert materially adversely affect Seller other than as a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claimresult of money damages or other money payments. (d) All Losses claimed by a Seller Indemnified Party Upon the payment of any settlement or judgment pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 9.02 with respect to any Seller's Assertion, Buyer will be subrogated to all rights and remedies of Seller against any third party in respect of such LossesSeller's Assertion to the extent of the amount so paid by Buyer. (e) The indemnity provided for by this Section 9.02 will be Seller's and Seller's appropriate Affiliates' exclusive source of recovery against Buyer with respect to matters covered hereby.

Indemnification by Buyer. (a) From Buyer shall indemnify and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds defend Seller and its Affiliates and their respective stockholders, members, managers, officers, directors, managersemployees, Affiliates, shareholders, membersagents, successors and assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) against, and shall hold them harmless from and against from, any and all Losses that the Seller Indemnified Parties may suffer or incurresulting from, arising out of, or become subject to, as a result of or incurred by any Seller Indemnitee in connection with, or otherwise with respect to: (i) any breach or inaccuracy the failure of any of the representations representation and warranties made warranty or other statement by Buyer contained in this Agreement; and, the Ancillary Agreements or any certificate or other document furnished or to be furnished to Seller pursuant to this Agreement to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (ii) any failure breach of any covenant or agreement of Buyer contained in this Agreement, the Ancillary Agreements or any certificate or other document furnished or to be furnished to Seller in connection with the transactions contemplated hereby and thereby; (iii) any Assumed Liability; (iv) any Transfer Taxes; and (v) any fees, expenses or other payments incurred or owed by Buyer or any of Buyerits Affiliates to any agent, broker, investment banker or other firm or person retained or employed by it in connection with the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under transactions contemplated by this Agreement that are required to be performed following and the ClosingAncillary Agreements. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required not be liable for any Loss or Losses pursuant to be performed 10.3(a)(i) (“Seller Warranty Losses”) (i) prior to unless and until the Closingaggregate amount of all Seller Warranty Losses incurred by the Seller Indemnitees exceeds $150,000, in which event Buyer shall terminate on be liable for all Seller Warranty Losses from the Closingfirst dollar, and (ii) after to the Closing, shall survive extent that Seller Warranty Losses exceed $6,000,000 in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementaggregate. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 other terms and 8.6conditions of this ARTICLE VIII, Buyer, hereby indemnifies Buyer shall indemnify and holds defend Seller and its officers, directors, managers, Affiliates, shareholders, members, successors Affiliates and assigns their respective Representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Losses that the Seller Indemnified Parties may suffer incurred or incursustained by, or become subject toimposed upon, as a result of Seller Indemnitees based upon, arising out of, with respect to or by reason of: any inaccuracy in connection with: (i) any or breach or inaccuracy of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties made that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer in pursuant to this Agreement; and (ii) any failure by Assumed Liability; and any of Buyer, the Companies Liability or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior Third Party Claim to the Closingextent resulting from, shall terminate on arising out of or related to the Closing, Business as conducted by Buyer from and (ii) after the Closing, shall survive in accordance with their terms. Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations: Seller Indemnified Parties shall have not be liable to the right to be indemnified and held harmless Buyer Indemnitees for indemnification under Section 8.2(a)(i8.02(a) in (other than with respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert to a claim for indemnification against based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01 (Organization and Qualification of Seller), Section 4.02 (Authority of Seller), Section 4.09 (Title to Purchased Assets) and Section 4.23 (Brokers) (the “Seller Fundamental Reps”) or fraud)), until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) (other than those based upon, arising out of, with respect to or by reason of the Seller Fundamental Reps) exceeds $250,000 (the “Deductible”) (at which point Seller will be obligated to indemnify the Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis Indemnitees solely for such claim. indemnifiable Losses in excess of the Deductible); provided, however, that Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) (dother than with respect to the Seller Fundamental Reps or fraud) All with respect to individual Losses claimed by a Seller Indemnified Party pursuant to this Article VIII or several related Losses of $25,000 (whether the “De Minimis”) or less each, and such Losses shall not resolved through be counted toward the provisions hereofDeductible or the Indemnification Cap. Losses for which indemnification is sought under Section 8.02(a) shall not be counted toward the subject Deductible or the Indemnification Cap if indemnification by Seller may be sought for such Losses under Sections 8.02(b) or 8.02(c) or payment by Seller or AHN may be sought under Article X. Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any adjustment pursuant inaccuracy in or breach of any Seller Fundamental Reps or fraud) in excess of the then-remaining amount of the General Escrow Fund (the “Indemnification Cap”), which shall be the sole and exclusive source for recovery in respect of such indemnification claims. Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 2.3 hereof and8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by making reason of any inaccuracy in or breach of any representation or warranty in Section 5.01 (Organization of Buyer), Section 5.02 (Authority of Buyer) and Section 5.04 (Brokers) (the “Buyer Fundamental Reps”) or fraud) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds $250,000, at which point Buyer will be obligated to indemnify the Seller Indemnitees solely for such indemnifiable Losses in excess of $250,000. Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) (other than with respect to a claim for indemnification based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Buyer Fundamental Rep or fraud) in excess of an amount equal to the General Escrow Amount. For purposes of this ARTICLE VIII, any inaccuracy in or breach of any representation or warranty shall be determined and any damages related thereto shall be calculated without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty. Neither of Buyer or Seller shall have any obligation to indemnify the other from and against any indemnifiable Losses arising out of the breach of any of the representations or warranties made herein unless the Indemnified Party (as defined below) makes a written claim for the breach that gives rise to such indemnifiable Losses within the applicable survival period. To the extent that a portion of any indemnifiable Loss is included as a Liability in the calculation of the Closing Working Capital, then the amount included as a Liability will be subtracted from the total indemnifiable Losses payable. For the avoidance of doubt, Seller shall not be obligated to indemnify Buyer Indemnitees for any Loss to the extent such Loss consists of liabilities that were included in the determination of Closing Working Capital. Each Indemnified Party shall be obligated in connection with any claim for indemnification under this Article VIII, Seller, on behalf ARTICLE VIII to use all commercially reasonable efforts to mitigate Losses upon and after having become aware of itself and the other Seller Indemnified Parties, shall any event which could reasonably be deemed expected to have waived any rights it or they may have under Section 2.3 with respect give rise to any such Losses, provided, that such mitigation is not detrimental in any material respect to such Indemnified Party and does not disrupt in any material respect the ongoing business operations of the Indemnified Party. For the avoidance of doubt, any costs of the Indemnified Party incurred in connection with any mitigation undertaken pursuant to this Section 8.04 shall be deemed “Losses” of the Indemnified Party and such efforts to mitigate shall not include an obligation to litigate or initiate any Action or pursue any insurance or indemnification and, if mitigation first requires expenditure of funds, then the Indemnified Party shall have no obligation to seek such mitigation unless the Indemnifying Party advances such funds. Payments by an Indemnifying Party pursuant to Section 8.02 or Section 8.03 in respect of any Loss shall be net of any amounts actually recovered by the Indemnified Party under applicable insurance policies (provided that, for purposes of this Section 8.04(i), “Losses” shall include any cost associated with pursuing insurance proceeds, policies and/or providers, including any deductible or co-pay, out-of-pocket costs and any increase in premium payable by such Indemnified Party or any retroactive adjustment under any such insurance) (“Recovery Costs”); provided that no Indemnified Party shall be subject to any obligation to pursue litigation to recover in respect of any Loss from any insurer or other third party under any insurance policy, other Contract or otherwise. Subject to the foregoing sentence, to the extent that such insurance proceeds are received after payment has been made by the Indemnifying Party to the Indemnified Party (but within the same year such payment was made by the Indemnifying Party), the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made in connection with providing such indemnification payment up to the amount received by the Indemnified Party under such insurance (net of Recovery Costs). Seller hereby waives any and all rights of subrogation with respect to the rights Buyer Indemnified Party has or would otherwise have in respect of any claim against any insurer or other third party. For the avoidance of doubt, no indemnification payment hereunder shall be conditioned, withheld or delayed as a result of Buyer Indemnified Party not having sought, realized or received any insurance proceeds.

Indemnification by Buyer. (a) From Buyer hereby agrees to defend, indemnify and after the Closinghold harmless Seller, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, directors and employees and its successors and assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) harmless from and against any and all Losses that losses, claims, obligations, fines, proceedings, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorneys’ fees (both those incurred in connection with the investigation, defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of the provision) (collectively, “Seller Indemnified Parties may suffer Losses”), caused by, resulting from or incur, arising out of (directly or become subject to, as a result of indirectly) or in connection with: (i) any breach or inaccuracy (A) breaches of any representation and warranty hereunder on the part of the representations Buyer; and warranties made (B) failures by Buyer in this Agreementto perform or otherwise fulfill any undertaking or other agreement or obligation hereunder; andand/or (ii) the operation of the Acquired Business or Acquired Assets after the Closing Date; and/or (iii) any failure by liability or obligation that is an Assumed Liability; and/or (iv) any and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification; and provided, however, that if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted in respect of which a Seller Indemnitee proposes to demand indemnification (“Seller Indemnified Claims”), Seller or such other Seller Indemnitee shall notify Buyer thereof, provided further, however, that the failure to so notify Buyer shall not reduce or affect Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior ’s obligations with respect thereto except to the Closingextent that Buyer is materially prejudiced thereby. Subject to rights of or duties to any insurer or other third person having liability therefor, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties Buyer shall have the right promptly upon receipt of such notice to be indemnified assume the control of the defense, compromise or settlement of any such Seller Indemnified Claims, including, at its own expense, employment of counsel; provided, however, that if Buyer shall have exercised its right to assume such control, Seller may, in its sole discretion and held harmless under Section 8.2(a)(iat its expense, employ counsel to represent it (in addition to counsel employed by Buyer) in respect of the representations any such matter, and warranties in such event counsel selected by Seller shall be required to cooperate with such counsel of Buyer only if in such right is asserted in writing on defense, compromise or before the Indemnification Termination Date in accordance with the terms of this Agreementsettlement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 other terms and 8.6conditions of this Article VIII, Buyer, hereby indemnifies Buyer shall indemnify and holds defend each Seller and its officers, directors, managers, Affiliates, shareholders, members, successors Affiliates and assigns their respective Representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Losses that incurred or sustained by, or imposed upon, the Seller Indemnified Parties may suffer Indemnitees based upon, arising out of, with respect to or incur, or become subject to, as a result of or in connection withby reason of: (i) any inaccuracy in or breach or inaccuracy of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties made by Buyer that relate to a specified date, the inaccuracy in this Agreementor breach of which will be determined with reference to such specified date); andor (ii) any failure by breach or non-fulfillment of any of Buyercovenant, the Companies agreement or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required obligation to be performed following by Buyer pursuant to this Agreement (other than Article VI, it being understood that the Closing.sole remedy for any such breach thereof shall be pursuant to Article VI); (b) All representations Buyer agrees to reimburse Sellers for reasonable costs and warranties of Buyer expenses actually incurred by a Seller as a result of, or in this Agreement shall survive until connection with, such Seller’s compliance with the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are tax reporting covenant required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect by Article X of the representations Escrow Agreement; provided, however, a Seller shall only be reimbursed for reasonable costs and warranties of Buyer only expenses actually incurred by such Seller that exceed any costs and expenses that could have been incurred by such Seller if such right is asserted the escrow account was located in writing on Denmark or before the Indemnification Termination Date in accordance with the terms of this AgreementEscrow Agreement was governed by Danish law. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer agrees to reimburse Sellers for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed United States tax liabilities actually incurred and paid by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall Seller, and which cannot be the subject of any adjustment pursuant to Section 2.3 hereof and, reclaimed by making a claim for indemnification under this Article VIII, such Seller, on behalf as a direct result of itself the escrow account being located in the United States and the other Escrow Agreement being governed by U.S. law that would not have otherwise been incurred by such Seller Indemnified Parties, shall be deemed to have waived any rights it if such escrow account was located in Denmark or they may have under Section 2.3 with respect to any such Lossesthe Escrow Agreement was governed by Danish law.

Indemnification by Buyer. (a) From and after the Closing, subject to the limitations in Sections 8.2 Buyer shall indemnify and 8.6, Buyer, hereby indemnifies hold harmless Seller against and holds from any and all Losses which Seller and any of its directors, officers, directors, managersemployees, Affiliates, shareholders, members, successors agents and assigns representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) harmless from and against any and all may incur or suffer to the extent such Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result arise out of or in connection with: result from (i) any the breach or inaccuracy of any of the representations and warranties representation or warranty made by Buyer or any Buyer Corporation in this Agreement or any Ancillary Agreement; and , (ii) the breach of any failure covenant or agreement made by Buyer or any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under Corporation in this Agreement that are required or any Ancillary Agreement to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on (iii) the Closing, and breach of any other covenant or agreement made by Buyer or any Buyer Corporation in this Agreement or any Ancillary Agreement or (iiiv) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect any of the representations and warranties of Buyer only if such right is asserted Assumed Liabilities (with respect to the Other Excluded Remediation Liabilities, to the extent provided in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert Section 10.1(b)). Notwithstanding that a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by may fall into multiple categories of this Section 10.3, a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) Indemnitee may recover such Losses one time only. Seller shall, and shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and cause the other Seller Indemnified PartiesIndemnitees to use reasonable best efforts to mitigate, to the extent required by applicable Law, any Losses upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto. Notwithstanding anything in this Agreement to the contrary, in determining whether there is an inaccuracy or has been a breach of any representation or warranty for purposes of clause (i) of this Section 10.3, no effect shall be deemed to have waived any rights it or they may have under Section 2.3 with respect given to any such Lossesqualification as to “materiality” or “Material Adverse Effect” and phrases of similar import contained in any representation or warranty made in Article VI.

Indemnification by Buyer. (a) From Buyer shall defend, indemnify and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds hold harmless Seller and its each of Seller’s officers, directors, managers, Affiliates, shareholders, membersemployees, counsel, agents, and their respective successors and assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) harmless from and against any against, and all Losses that shall reimburse the Seller Indemnified Parties may suffer Indemnitees for, each and every Loss incurred by any Seller Indemnitee, directly or incurindirectly, or become subject to, as a result arising out of or in connection with: : (i) any breach material inaccuracy in any representation or inaccuracy warranty of any of the representations and warranties made by Buyer in this Agreementhereunder; and (ii) any failure by material breach or nonfulfillment of any covenant, agreement or other obligation of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required or any related documents; (iii) any product liability or similar claim relating to be performed following business operations of the Closing. Business or sales by Buyer after the Possession Date; or (biv) All representations and warranties any debt, liability, or other obligation of Buyer arising (or relating to the period) after the Possession Date. Furthermore, the Buyer acknowledges that the Seller has engaged Xxxxxxx & Xxxx to prepare documentation, including this Agreement, for the closing of the transactions contemplated herein; Xxxxxxx & Xxxx, and its attorneys and staff, do not represent Buyer, and Buyer is entitled to and has had an opportunity to obtain counsel regarding this transaction and the related documentation; and, the Buyer agrees to indemnify and hold harmless Xxxxxxx & Xxxx and each of Xxxxxxx & Xxxx’x officers, directors, shareholders, employees, counsel, agents, and their respective successors and assigns (collectively, the “Xxxxxxx & Xxxx Indemnitees”) from and against, (i) any material inaccuracy in any representation or warranty of Seller hereunder; (ii) any material breach or nonfulfillment of any covenant, agreement or other obligation of Seller under this Agreement shall survive until or any related documents; (iii) any product liability or similar claim relating to business operations of the Indemnification Termination Business or sales by Seller prior to the Possession Date. All covenants and agreements ; or (iv) any debt, liability, or other obligation of Buyer and Seller arising (or relating to the Companies in this Agreement that are required to be performed (iperiod) prior to the ClosingPossession Date, shall terminate on the Closing, and except for obligations (iiif any) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of assumed by Buyer only if such right is asserted hereunder or otherwise expressly accepted by Buyer in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementhereafter. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From Buyer agrees to indemnify, defend and after the Closinghold Sellers, subject to the limitations in Sections 8.2 Parent and 8.6, Buyer, hereby indemnifies and holds Seller and its their respective officers, directors, managersemployees, Affiliates, shareholders, members, successors agents and assigns Affiliates (collectively, the “"Seller Indemnified Parties”Indemnitees") harmless from and against and to reimburse Seller Indemnitees for any and all Losses that Damages arising out of or resulting from any one or more of the Seller Indemnified Parties may suffer following: (a) any breach of representation or incurwarranty of Buyer contained in this Agreement, the Disclosure Letter or in any exhibit hereto, or become subject toin any other statement, as a result of certificate or document furnished or to be furnished to Sellers pursuant hereto or in connection with: with the transactions contemplated hereby (i) it being understood and agreed that under this Article VI, for purposes of determining whether there has been any breach or inaccuracy of any representation or warranty and for purposes of calculating the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any amount of BuyerDamages arising therefrom, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted shall be deemed not to be qualified by any concept of "material," "materiality," "Material Adverse Effect" or similar qualification); (b) any breach of any covenant or obligation of Buyer in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement.; (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim.Assumed Liabilities; (d) All Losses claimed any and all liabilities or obligations (except those relating to Environmental Claims, Environmental Laws or Hazardous Substances, which are the subject of Section 6.2(e)) of Buyer, any Buyer Subsidiary or their respective successors of any nature, whether due or to become due, whether accrued, absolute, contingent or otherwise, to the extent arising out of any transactions entered into, or the use, ownership, possession or operation of the Purchased Assets or the conduct of the Business by a Seller Indemnified Party pursuant to this Article VIII Buyer, any Buyer Subsidiary or any successor thereto, after the Closing Date; (e) (whether or not resolved through arising out of third-party claims and including all amounts paid in investigation, defense or settlement of the provisions hereofforegoing) (i) shall not be Environmental Claims relating to activities, facts or circumstances first existing after the subject Closing Date; (ii) the off-site transportation, storage, treatment, recycling or disposal of Hazardous Substances generated after Closing by Buyer or any Buyer Subsidiary related to the Business or in connection with their businesses after the Closing at any property owned, operated or leased after the Closing by Buyer or any Buyer Subsidiary relating to the Business or in connection with their businesses; (iii) any violation of any adjustment applicable Environmental Law by Buyer or any Buyer Subsidiary relating to the Business after Closing (except for violations for which Buyer Indemnitees are entitled under Section 6.1(e) for such time period as it reasonably takes to correct after Closing); and (iv) any Damages relating to Environmental Claims arising out of any condition, fact or circumstance existing on or prior to the Closing Date to the extent such condition, fact or circumstance was exacerbated by any act or negligent omission by the Buyer, any Buyer Subsidiary, or their respective Affiliates. (f) any and all Damages related to or arising from (A) personal injuries to Buyer's officers, directors, employees or agents arising from such Persons' inspection of or presence at the Business' facilities or (B) damage or destruction to any tangible personal property of Parent or any Seller arising from any of Buyer's officers, directors, employees or agents inspection of or presence at any of the Business' facilities, except, with respect to clauses (A) and (B), to the extent related to or arising from the negligence or misconduct of Parent, Sellers, the Subsidiaries or any of their respective officers, directors, employees or agents. Any reimbursement obligation arising out of the foregoing indemnity shall be paid as and when it becomes an obligation of the Indemnitor pursuant to Section 2.3 hereof and, by making a claim for indemnification 6.3(a). Parent or any Seller may withhold any amounts due to Buyer under this Article VIII, Agreement or any other agreement between Buyer and Parent or such Seller, on behalf whether now or hereafter existing, to satisfy any amounts due from Buyer to Parent or any Seller Indemnitee pursuant to the provisions of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under this Section 2.3 with respect to any such Losses6.2.

Indemnification by Buyer. (a) From Except as otherwise provided in Article X below and after the Closing, subject to the limitations in Sections 8.2 further provisions hereof, Buyer shall defend, indemnify and 8.6hold Seller, Buyerits Affiliates and their respective successors and permitted assigns, hereby indemnifies and holds Seller their respective shareholders, members, partners (general and its limited), officers, directors, managers, Affiliatesemployees, shareholdersagents, membersand representatives, and each of their heirs, executors, successors and assigns (collectively, the “Seller Indemnified Parties”) ), harmless from and against and in respect of any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result Damages arising out of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by of Buyer in this Agreement; and , and (ii) any failure by breach of any of the covenants or other agreements of Buyer in this Agreement. For all determinations made after the Closing regarding the existence of a breach of any of Buyer, ’s representations and warranties in Article V for the Companies purposes of Section 9.3(a)(i) or the AEC Subsidiary or the Buyer Parent Guarantor to carry outamount of any Damages with respect thereto, perform, satisfy all such representations and discharge any of their respective covenants or agreements under this Agreement warranties that are required qualified by materiality or by reference to Material Adverse Effect shall be deemed to be performed following the Closingnot so qualified. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (iBuyer’s indemnification obligations under Section 9.3(a) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect upon expiration of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementapplicable Survival Period. (c) The indemnities provided in this Section 9.3 shall survive the Closing. The indemnity provided in this Section 9.3 shall be the sole and exclusive remedy of the Seller Indemnified Parties may only assert a claim for indemnification against Buyer for at law or in equity relating to this Agreement in the transactions contemplated hereby. The parties agree to treat any matter not involving indemnity payment made pursuant to Section 9.3(a) as an adjustment to the Final Purchase Price unless otherwise required pursuant to a third party by giving written notice to Buyer specifying in reasonable detail “determination” within the basis for such claimmeaning of Section 1313(a) of the Code. (d) All Losses claimed Seller shall give Buyer prompt written notice of any third party claim which may give rise to any indemnity obligation under this Section, together with the estimated amount of such claim, and Buyer shall have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying Seller within sixty (60) days of receipt of Seller’s written notice. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If Seller desires to participate in, but not control, any such defense assumed by Buyer it may do so at its sole cost and expense. If Buyer fails to assume any such defense, it shall be liable for all reasonable costs and expenses of defending such claim incurred by Seller, including reasonable fees and disbursements of counsel in the event it is ultimately determined that Buyer is liable for such claims pursuant to the terms of this Agreement. No party shall, without the prior written consent of the other party, which shall not be unreasonably withheld, delayed or conditioned, settle, compromise or offer to settle or compromise any such claim or demand on a Seller Indemnified Party basis which would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other parties or any Subsidiary or Affiliate thereof or if such settlement or compromise does not include an unconditional release of the other parties for any liability arising out of such claim or demand. (e) Buyer shall not be entitled to assume the defense of such third-party claim, but shall be able to participate fully and jointly with Seller, if: (i) the third-party claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief (except where non-monetary relief is merely incidental to a primary claim or claims for monetary damages); (ii) the third-party claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (iii) the third-party claim would give rise to Damages that are more than the amount indemnifiable by Buyer pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesIX.

Indemnification by Buyer. (a) From Buyer hereby agrees to indemnify and after the Closinghold Seller, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managersemployees, Affiliatesagents, shareholdersadvisers, members, successors affiliates' parent and assigns associates (collectively, the “"Seller Indemnified Parties”) Party"), harmless from all loss, liability and against any expense (including reasonable attorneys' fees and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or expenses in connection with: with the contest of any claim and interest on any claim paid by Seller), which Seller may incur or sustain by reason of the fact that (i) any Buyer should breach or inaccuracy of fail to comply with any of the terms, conditions, covenants or agreements or any exhibits attached hereto, or any of them contained herein, (ii) any representations and or warranties made by Buyer in this Agreement; and Agreement should prove to be false or materially erroneous, (iiiii) any failure claims, actions, suits, investigations or proceedings, pending or threatened, are or have been made or commenced by, against, involving or arising out of the Assumed Obligations (iv) all claims, actions, suits, investigations or proceedings, pending or threatened, are or have been made or commenced by, against, involving or arising out of the operation by Buyer of the Service Business of Seller acquired hereunder, or the sale, transfer or other disposition by Buyer of all or any part of the Service Assets, from and after the Closing Date, except, in each case, if such liability arises in connection with the breach of any of Buyerthe representations, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry outwarranties, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer made by Seller in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies Agreement, any Schedule or Exhibit hereto or any certificate or instrument delivered in this Agreement that are required connection herewith, (v) any attempt (whether or not successful) by any person to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on cause or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by require a Seller Indemnified Party to pay or discharge any debt, obligation or liability of Seller assumed by Buyer pursuant to this Article VIII Agreement, notwithstanding the Closing, (whether vi) any action, suit, proceeding, compromise, settlement, assignment, judgment or not resolved through arbitration arising out of or incidental to any of the provisions hereofmatters indemnified against in this Section 8.01(b); and (vii) any claims or actions which arise out of or are related to that telephone system provided by the ATI Group to Advantage Equity, Inc.; provided, however, that Buyer shall not be the subject of any adjustment pursuant obligated to Section 2.3 hereof and, by making indemnify a claim for indemnification Seller Indemnified Party and hold it harmless under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 8.01(b) with respect to any settlement of a claim to which Buyer has not consented, if such Lossesconsent has not been unreasonably withheld.

Indemnification by Buyer. Buyer, at its sole expense, but only up to a maximum amount of the Purchase Consideration actually received as of the final conclusion of any indemnification hereunder, will defend, and Buyer agrees to indemnify and hold harmless Sellers, and each of them, and the successors, predecessors, assigns, agents, employees, attorneys and representatives of each of them, past or present (acollectively, “Seller Indemnitees”), from and with respect to any and all assessments, judgments, debts, obligations, liabilities, losses, costs (including, but not limited to, reasonable attorneys’ fees and, in the event of any litigation, costs and expenses of litigation), damages, expenses, interest, or penalties arising out of or relating to any Material Claim asserted, or any suit or proceeding brought by, a third party, and which is first asserted or brought within thirty-six (36) From and months after the Closing, subject against any Seller Indemnitee(s) or against G3 Nova or its subsidiary, insofar as such Material Claim, suit or proceeding shall be based upon a claim alleging facts or circumstances that, if true, would constitute a breach of any representation or warranty of Buyer set forth in Section 13 hereof, provided Sellers give Buyer prompt written notice of any such claim and provide Buyer such reasonable cooperation and assistance as Buyer may request from time to time in the limitations defense thereof. Sellers shall permit Buyer to control such litigation. Sellers, and each Seller individually, shall have the right, but not the obligation, to participate in Sections 8.2 such litigation or proceeding at its sole expense through counsel of their, his or her own choosing. Buyer shall pay any damages and 8.6costs assessed against any Seller Indemnitee(s) (or paid or payable by any Seller Indemnitee(s) pursuant to a settlement agreement, provided that Sellers will not enter into any settlement without the prior written consent of Buyer, hereby indemnifies which consent shall not be unreasonably withheld or delayed) in connection with such a suit or proceeding, provided Sellers have given Buyer prompt written notice of such claim. Sellers shall use their best efforts to cause any Seller Indemnitee(s) who are not under Sellers’ control to comply with the foregoing procedures, buy the failure by any such Seller Indemnitee(s) to comply in whole or in part shall not reduce or relieve Buyer’s obligations under this Section 16.2. In addition, Buyer shall in accordance with the foregoing indemnify and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, hold harmless the “Seller Indemnified Parties”) harmless Sellers from and against any and all Losses that liabilities and costs, including reasonable attorneys fees, which arise after the Seller Indemnified Parties may suffer or incur, or become subject to, Closing as a result of the non-payment or in connection with: (i) breach by G3 Nova or Sub or any breach successor to G3 Nova or inaccuracy of any of the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 Sub with respect to any such Lossesthe premises lease, bank loans, or other obligations of G3 Nova or Sub which may have been guaranteed by the Sellers.

Indemnification by Buyer. (a) From Buyer shall indemnify, defend and after the Closinghold harmless Sellers, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds any Representatives of either Seller and its officers, directors, managers, or their Affiliates, shareholders, membersand Sellers’ Affiliates, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses that the Seller Indemnified Parties may suffer directly or incurindirectly based upon, arising out of, resulting from or become subject relating to, as a result of or in connection with: (i) any breach of any representation or inaccuracy warranty of Buyer contained in this Agreement or in any other agreement or instrument delivered by Buyer to either Seller pursuant to this Agreement; (ii) any breach of any agreement, covenant or obligation of Buyer set forth in this Agreement or in any other agreement, certificate or instrument delivered by Buyer to either Seller pursuant to this Agreement; (iii) the Assumed Partnership Liabilities; and (iv) any obligation of Sellers or any of their respective Affiliates to indemnify any Partnership, any General Partner, any Limited Partner or member and their respective partners, officers, directors, members, employees, agents, representatives and Affiliates arising out of or in connection with or resulting from the transfer and assignment of any Partnership Interest to Buyer or any of its Affiliates (other than any obligation of Sellers or any of their respective Affiliates to indemnify any Partnership, any General Partner, any Limited Partner or member and their respective partners, officers, directors, members, employees, agents, representatives and Affiliates for any breach by either Seller of any of Seller’s representations, warranties or covenants contained in any agreement entered into with a General Partner or in an instrument delivered by such Seller to the representations General Partner, in each case in connection with the transfer and warranties made assignment of any Partnership Interest to Buyer or any of its Affiliates). (b) Notwithstanding anything contained in Section 9.3(a) to the contrary, Buyer’s obligation to indemnify, defend and hold the Seller Indemnified Parties harmless shall be limited as follows: (i) In no event shall the aggregate amount required to be paid by Buyer in this Agreementto the Seller Indemnified Parties pursuant to Section 9.3(a)(i) exceed twenty percent (20%) of the Aggregate Purchase Price; and (ii) No claim may be asserted nor may any failure action be commenced against Buyer pursuant to Section 9.3(a)(i) unless written notice of such claim or action is received by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor describing in detail the facts and circumstances with respect to carry out, perform, satisfy and discharge any the subject matter of their respective covenants such claim or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) action on or prior to the Closingdate on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 9.1, shall terminate on irrespective of whether the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties subject matter of such claim or action shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if occurred before or after such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementdate. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From Subject to Sections 11.5 and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively11.6 hereof, the “Buyer hereby agrees to indemnify and hold the Seller Indemnified Parties”) Parties harmless from and against (without duplication), and pay to the applicable Seller Indemnified Parties the amount of, any and all Losses that the Seller Indemnified Parties may suffer or incurbased upon, or become subject to, as a result of resulting from or in connection with: (i) any breach or inaccuracy the failure of any of the representations and or warranties made by (A) the Buyer in this AgreementAgreement to be true and correct in all respects at and as of the date hereof and the Closing Date and (B) the Buyer or its applicable designee or designees in the Conwed NV Purchase Agreement to be true and correct in all respects at and as of the Closing Date (or, in either case, to the extent such representations or warranties were made only as of a specified date, the failure of such representations or warranties to be true and correct in all respects as of such specified date); (ii) the breach of (A) any covenant in this Agreement on the part of the Buyer or (B) any covenant in the Conwed NV Purchase Agreement on the part of the Buyer or its applicable designee or designees; (iii) the non-payment by the Buyer of any amount owed in respect of the Final Working Capital in accordance with Section 2.6(d)(i)(A); (iv) a release or spill of any Hazardous Materials to the extent attributable to the operations of the Subtenant during the term of the Dover Sublease at, to or from the Leased Company Property located at 2211 and 0000 Xxxxx Xxxxx 000, XX, Xxxxx Xxxx; and (iiv) any failure by any breach on the part of Buyerthe Company, the Companies its Subsidiaries or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants successors or agreements under this Agreement assigns of any covenant that are required by its nature is to be performed following the after Closing. (b) All representations The Seller shall use and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants cause its Affiliates to use their respective commercially reasonable efforts to mitigate and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior otherwise minimize any Loss to the Closingextent required by applicable Law upon and after becoming aware of any event which would reasonably be expected to give rise to Losses that may be indemnifiable under this Section 11.3 (it being understood and agreed that any reasonable out-of-pocket fees, costs or expenses incurred in connection with such mitigation shall terminate on themselves constitute Losses, to the Closing, and (ii) after extent the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall Losses mitigated would have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party been indemnifiable pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses11.3).

Indemnification by Buyer. (a) From and after For the Closingperiod commencing on the Closing Date and, subject to submission of a notice to the indemnifying party prior to the expiration of the periods specified in Section 9.1(a) hereof in sufficient detail for the indemnifying party to evaluate the claim, Buyer shall, subject to the limitations set forth in Sections 8.2 9.2(b) hereof, indemnify and 8.6hold harmless Sellers and their Affiliates, Buyer, hereby indemnifies and holds Seller and its officers, directorstheir respective Directors, managers, Affiliatesofficers, employees, shareholders, members, successors members and assigns agents (collectively, the “Seller Indemnified Parties”) harmless from against and against in respect of all actions, suits, hearings, proceedings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, losses, damages (including punitive, special and consequential damages), lost profits, diminution in value, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses incurred in investigating, preparing or defending any and all Losses that the claims covered hereby) (collectively, “Losses”) sustained or incurred by any Seller Indemnified Parties may suffer or incurParty, or become subject toarising out of, as a result of or in connection with: with or relating to: (i) any breach breaches of Buyer’s representations or inaccuracy warranties set forth in this Agreement (in each case disregarding for such purpose any qualifications set forth in this Agreement with respect to materiality or a Material Adverse Effect); (ii) any breaches of any of the representations and warranties made by Buyer Buyer’s covenants set forth in this Agreement; and and (iiiii) any failure by any breaches of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective Company’s covenants or agreements under set forth in this Agreement that are required to be performed following occurring after the Closing. (b) All Except with respect to the representations and warranties of Buyer contained in this Agreement shall survive until the Indemnification Termination Date. All covenants Section 5.1 (Organizational Matters Regarding Buyer) and agreements of Buyer Section 5.4 (Brokers and the Companies in this Agreement that are required to be performed Finders): (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The no claims by Seller Indemnified Parties under Section 9.2(a)(i) for any Loss shall have the right be deemed to be indemnified a Loss unless and held harmless under Section 8.2(a)(i) in until all claims for which aggregate Losses (other than Losses with respect to a breach of the representations and warranties contained in Section 5.1 (Organizational Matters Regarding Buyer) and Section 5.4 (Brokers and Finders)) are recoverable by Seller Indemnified Parties hereunder exceed $500,000 (the “Threshold”), whereupon the Seller Indemnified Parties shall be entitled to indemnification for all Losses whether below or in excess of such Threshold (and not just the amount in excess of the Threshold). In addition, except with respect to claims for Losses arising out of, in connection with or relating to a breach of Section 5.1 (Organizational Matters Regarding Buyer) and Section 5.4 (Brokers and Finders) for which there shall be no limit, any payments under Section 9.2(a)(i) by Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementto Seller Indemnified Parties shall not exceed $5,000,000. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party Any payments pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, 9.2 shall be deemed treated as an adjustment to have waived any rights it the purchase price of the shares of Common Stock acquired or they may have under Section 2.3 with respect subscribed to any such Losseshereby, for all Tax purposes.

Indemnification by Buyer. (a) From In addition to any other remedies available to Seller under this Agreement, or at law or in equity, Buyer shall indemnify, defend and after the Closing, subject hold harmless Seller against and with respect to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses Damages that the Seller Indemnified Parties may suffer such indemnitees shall incur or incursuffer, which arise, result from or become subject to, as a result of or in connection with: relate to (i) any breach of, or inaccuracy failure by Buyer to perform, any of its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or delivered to Seller by or on behalf of Buyer under this Agreement, (ii) the Assumed Liabilities, or (iii) except to the extent that any Damages arise out of a breach by Seller of any of its respective representations, warranties or covenants contained herein, the Buyer's conduct of the Business after the Closing Date save and except for the Retained Liabilities, provided however, that (x) Buyer shall not be required to so indemnify, defend and hold harmless Seller against and with respect to any Damages incurred as a result of a breach by Buyer of its representations and warranties made in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or delivered by Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements Seller under this Agreement that are required for which Seller fails to be performed following the Closing. (b) All representations and warranties provide written notice of a claim for such Damages to Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date expiration of the survival period (as specified in accordance with Section 6.1 hereof), of the terms of this Agreement. specific representation or warranty alleged to have been breached, and (cy) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be required to so indemnify, defend and hold harmless Seller unless and until the subject of any adjustment pursuant Damages equal or exceed $25,000 in the aggregate (the "Indemnification Threshold"), at which time Buyer shall indemnify, defend and hold harmless Seller for all Damages, including but not limited, to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and those Damages less than the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesIndemnification Threshold.

Indemnification by Buyer. (a) From Subject to the conditions and provisions of Section 12.4 and Section 12.5, from and after the ClosingClosing Date, subject Buyer hereby agrees to the limitations in Sections 8.2 indemnify, defend and 8.6hold harmless each Seller from, Buyeragainst and with respect of, hereby indemnifies and holds Seller and its officerson a net after-tax basis, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses that the Seller Indemnified Parties may suffer or incurLosses, or become subject asserted against, resulting to, as a result imposed upon or incurred by any Seller, directly or indirectly, by reason of or in connection with: resulting from: (i) any breach or inaccuracy of any of the representations and warranties made by Buyer in this Agreement; and (iia) any failure by any of BuyerBuyer to pay, the Companies perform or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. Liabilities assumed by Buyer pursuant hereto; (b) All representations the business or operations of the Stations during the period from and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(iClosing Date; (c) in respect any misrepresentation or breach of the representations and warranties of Buyer only if such right is asserted contained in writing on or before the Indemnification Termination Date in accordance with the terms of made pursuant to this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Agreement or any other Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. Document; or (d) All Losses claimed any breach by a Seller Indemnified Party Buyer of any covenants of Buyer contained in or made pursuant to this Article VIII Agreement or any other Buyer Document. Notwithstanding the foregoing, (whether or not resolved through i) if the provisions hereof) Class A 100% Payment shall not have been received by Sellers and the Closing for the Class A Stations shall have occurred, Buyer's indemnification obligations under this Section 12.3 with respect to the Class A Stations shall be from and after the subject of any adjustment pursuant to Section 2.3 hereof Class A 100% Payment Date, and, by making a claim for indemnification under purposes of clause (b) of this Article VIII, Seller, on behalf of itself and the other Seller Indemnified PartiesSection 12.3, shall be deemed to for the period from and after the Class A 100% Payment Date; and (ii) if the Class B Payment shall have waived any rights it or they may been received by Sellers and the Closing for the Class B Stations shall have occurred, Buyer's indemnification obligations under this Section 2.3 12.3 with respect to any such Lossesthe Class B Stations shall be from and after the Class B Payment Date, and, for purposes of clause (b) of this Section 12.3, shall be for the period from and after the Class B Payment Date.

Indemnification by Buyer. (a) From Buyer shall indemnify against and after hold the ClosingYoung Entities, subject to the limitations in Sections 8.2 their Affiliates and 8.6their respective employees, Buyer, hereby indemnifies officers and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns directors (collectively, the “"Seller Indemnified Parties”") harmless from, and agrees to promptly defend any Seller Indemnified Party from and against reimburse any Seller Indemnified Party for, any and all Losses that the losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys' fees and expenses reasonably incurred) (collectively, "Losses"), which such Seller Indemnified Parties Party may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy failure of any representation or warranty of Buyer (whether made in or pursuant to this Agreement or in any instrument or certificate delivered by Buyer at the Closing in accordance herewith) to be true when made and at and as of the Closing Date as if made at and as of such date (except that representations and warranties made that by their terms speak as of the date of this Agreement or some other date need be true only as of such specified date), in each case determined without regard to any material adverse effect qualification contained in any representation or warranty (each such misrepresentation and breach of warranty, or such failure of any representation or warranty to be true, a "Buyer in this Agreement; andWarranty Breach"); (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants its covenants, agreements, undertakings, liabilities or agreements obligations under this Agreement that are required or under any of the documents and/or other instruments delivered by Buyer pursuant to be performed following this Agreement; (iii) the ClosingAssumed Liabilities; and (iv) to the extent arising from the operation of the Station by Buyer from and after the Effective Time, except to the extent indemnified by YBI under Section 12.03. (b) All representations and warranties of Notwithstanding any other provision to the contrary, Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are not be required to be performed (i) prior to the Closing, shall terminate on the Closing, indemnify and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held hold harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII Section 12.02(a)(i): (whether or not resolved through the provisions hereofA) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making unless such Seller Indemnified Party has asserted a claim for with respect to such matters within the applicable survival period set forth in 42 Section 12.01 and (B) until the aggregate amount of the Seller Indemnified Parties' Losses resulting from Buyer Warranty Breach exceeds $10,000,000, and then only to the extent of such Losses in excess of such amount; provided, however, that the cumulative indemnification obligation of Buyer under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, XII shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Lossesin no event exceed $650 million.

Indemnification by Buyer. Buyer ("INDEMNITOR") hereby agrees to and shall indemnify and hold harmless and defend Seller and each of its members, shareholders, directors and officers and each person who may be deemed, directly or indirectly, to control or be controlled by Seller ("INDEMNITEES") from, against and in respect of any Adverse Consequences arising from: (a) From Any and all Liabilities or claims against Buyer, the Facility or the Property arising out of the Assumed Liabilities or any contract, commitment, obligation or agreement entered into or made by Buyer after the Closing (except such obligations, if any, expressly imposed upon Seller pursuant to this Agreement). (b) Any and all Liabilities of Buyer arising after the Closing of whatsoever nature or kind, accrued, absolute, contingent, known, unknown or otherwise, including, without limitation, any and all liability for federal or state income taxes of any nature, Medicare or Medi-Cal settlements; and any and all liability for matters that relate or are attributable to any period after the Closing, subject whether or not incurred in the ordinary course of the operation of the Facility or the Property; however, notwithstanding the foregoing, the indemnification duties imposed under this subparagraph shall not apply to the limitations Liabilities imposed upon or relating to Dx. Xxxx and/or Dx. Xxxx, in Sections 8.2 and 8.6, their respective capacities as prospective Members or Medical Directors of Buyer, hereby indemnifies nor shall such indemnification duties apply to any Excluded Assets. (c) Any and holds Seller and its officersall Liabilities resulting from any FICA obligations, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against employee payroll tax of any and all Losses that the Seller Indemnified Parties may suffer kinds, any and all pension or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations other employee benefit plan and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following arising after the Closing. (bd) Any and all costs, losses, expenses, damages or deficiencies resulting from any material misrepresentation or breach of warranty or nonfulfillment of any material covenant or agreement on the part of Buyer under this Agreement, or from any material misrepresentation in or omission from any certificates, schedules or other documents furnished or to be furnished by Buyer to Seller. For purposes of this subsection, the term "material" or words of similar import shall apply to Adverse Consequences which cumulatively exceed an actual or prospective value of Five Thousand Dollars ($5,000.00); provided, however, that the foregoing limitation shall not apply to the obligation of Buyer to satisfy the Buyer Promissory Note or the obligations imposed under subparagraphs 2.4(d), (f), (g) and (h) above, or the Assumed Liabilities. PURCHASE AND SALE AGREEMENT | -------- Initial -14- (e) Liabilities and obligations or damages (actual or alleged) to persons or properties arising from the ownership, possession or operation of the Facility or any of the Property after the Closing including, without limitation, on account of environmental matters. (f) All representations liabilities and warranties obligations caused by and to the extent of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants Buyer's breach of contracts and agreements of leases being acquired by Buyer and any other Assumed Liabilities, in each instance as to which Buyer is in breach or default after the Companies in this Agreement that are required Closing including, without limitation, default-related penalties, fees and interest imposed by third parties under the terms of such contract, lease or other assumed obligation. (g) Obligations, liabilities, injuries or damages arising or accruing after the Closing with respect to be performed Buyer's employees including, without limitation, any matters arising under laws governing wages and hours, employment discrimination, occupational safety and health, workers' compensation, the payment and withholding of employment taxes, any alleged violations of the law, and breach of collective bargaining agreements. (h) Liabilities under, relating to or arising from any Medicare or Medi-Cal cost report settlements or other Medicare, Medi-Cal, and Tricare/CHAMPUS claims with respect to any period commencing as of or after Closing. (i) prior All Liabilities of Buyer, or with respect to the ClosingFacility, shall terminate on in connection with claims of professional malpractice to the extent arising out of or relating to acts, omissions, events or occurrences after the Closing. (j) All Liabilities of Buyer or with respect to the Facility for violations of any law, and (ii) regulation or rule to the extent arising from acts or omissions after the Closing, shall survive in accordance with their termsincluding, without limitation, applicable health care laws, rules and regulations, including those relating to the payment or receipt of illegal remuneration, including 42 U.S.C. ss. The Seller Indemnified Parties shall have 1320a-7b(b) (the right Medicare/Medicaid and anti-kickback statute), 42 U.S.C. 1395nn (the Sxxxx Statute), 42 U.S.C. ss. 1320a-7a, 42 U.S.C. ss. 1320a-7b(a), 42 U.S.C. ss. 1320a- 7b(c) and any applicable state laws governing kickbacks and matters similar to be indemnified such federal statutes) (collectively, the "Fraud and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this AgreementAbuse Laws"). (ck) The Seller Indemnified Parties may only assert a claim for indemnification against All acts, conduct or omissions of Buyer for or any matter not involving a third party by giving written notice event or circumstance pertaining to Buyer specifying in reasonable detail Buyer, that have accrued, arisen, occurred or come into existence at any time after the basis for such claimClosing. (dl) All Losses claimed Any failure by a Seller Indemnified Party pursuant Buyer to this Article VIII (whether or not resolved through discharge the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesAssumed Liabilities.

Indemnification by Buyer. (a) From Subject to Sections 9.01 and 9.03 hereof, from and after the ClosingClosing Date, subject to Buyer (which shall include for this purpose the limitations in Sections 8.2 and 8.6Surviving Corporation, Buyer, hereby indemnifies and holds Seller ALC and its direct and indirect subsidiaries) hereby covenants and agrees to indemnify and hold harmless each Stockholder, its parents, subsidiaries and Affiliates, and each of its or their directors, officers, directorsemployees, managersagents, Affiliatesconsultants and representatives, shareholdersand each of the heirs, membersexecutors, successors and assigns (individually a "SELLER INDEMNIFIED PARTY" and collectively, "SELLER INDEMNIFIED PARTIES") of any of the “Seller Indemnified Parties”) harmless foregoing, from and against any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result Damages arising out of or in connection with: resulting from any one or more of (i) any breach inaccuracy in any representation or warranty made by Xxxxx, Buyer Sub or Acquisition in this Agreement or in any writing delivered at the Closing to the Company or the Stockholders by Buyer, Buyer Sub or Acquisition pursuant to this Agreement, provided that such Stockholder did not have knowledge of such inaccuracy as of the Closing Date, (ii) the failure of Buyer, Buyer Sub or Acquisition to fully perform or observe any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement, (iii) the failure of the Company or ALC to fully perform or discharge after the Closing any of the representations contracts, arrangements, agreements, obligations or commitments of the Company or ALC which (A) arose or were incurred prior to the Closing and warranties made by (B) if required to be specifically disclosed to Buyer in pursuant to this Agreement; and , were so disclosed by the Company, (iiiv) any failure actual or threatened action, suit, arbitration, inquiry, proceeding, or investigation by or before any court or governmental or other regulatory or administrative agency or commission relating to a claim that any of the transactions contemplated by this Agreement violated any fraudulent transfer or fraudulent conveyance or similar statute, law, rule or regulation of any jurisdiction, and (v) the operations of Buyer, Buyer Sub, the Companies Surviving Corporation or ALC from and after the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the ClosingEffective Time. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The No Seller Indemnified Parties Party shall have the right be entitled to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving hereunder, unless written notice to Buyer specifying thereof, setting forth in reasonable reasonably sufficient detail the events or circumstances which are the basis for such claimand the amount of the claim shall have been delivered to Buyer as provided in Section 10.02 hereof on or before 12:01 AM Pacific time on the third anniversary of the Effective Time; PROVIDED, that there shall be no time limit on the delivery of a notice of a claim that Xxxxx has failed to perform its obligations under Article II, IX or X hereof or under the Escrow Agreement. (dc) All Losses claimed Without limiting the effect of any other limitations set forth herein, and notwithstanding any inaccuracy or inaccuracies in any representation or warranty made herein, and except with respect to Damages resulting from or arising out of any knowing and intentional breach by a Seller Indemnified Party Buyer or Buyer Sub of any representation, warranty, statement, certification, agreement or covenant made by Buyer or Buyer Sub in this Agreement or any document delivered by or on behalf of Buyer or Buyer Sub pursuant hereto or for any amounts payable pursuant to this Article VIII (whether or not resolved through the provisions hereof) Section 9.04, each of Buyer and Buyer Sub shall not be liable to the subject Seller Indemnified Parties unless and until the aggregate amount of any adjustment pursuant to Section 2.3 hereof andSeller Indemnified Obligations exceeds ONE HUNDRED THOUSAND DOLLARS ($100,000), by making a claim for indemnification and in no event shall Buyer's and Buyer Sub's obligations under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses9.04 exceed THREE MILLION DOLLARS ($3,000,000).

Indemnification by Buyer. (a) From Subject to the terms, conditions, and limitations set forth in this Agreement, Buyer agrees from and after the ClosingClosing to defend, subject to the limitations in Sections 8.2 indemnify and 8.6, Buyer, hereby indemnifies and holds hold harmless Seller (and its directors, officers, directorsemployees, managers, Affiliates, Affiliates and shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses that actually incurred by Seller or any of such other indemnified parties to the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection with: extent arising from (i) any breach or inaccuracy of any of the representations and warranties representation or warranty made by Buyer in this Agreement; and , the Assumption Agreement and Bill of Sale or the certificate to be delivered pursxxxx to Section 3.01(b)(i) hereof, (ii) any failure breach of any covenant made by any of Buyer, the Companies Buyer in this Agreement or the AEC Subsidiary Assumption Agreement and Bill of Sale, or the (iii) any failure of Buyer Parent Guarantor to carry out, perform, perfoxx xr satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the ClosingAssumed Liability. (b) All representations and warranties Promptly after receipt by Seller or its Affiliates of notice of any third-party Action in respect of which indemnity may be sought against Buyer under this Agreement (for purposes of this Section 9.03 a "Seller's Assertion"), Seller will notify Buyer in this Agreement shall survive until writing of the Indemnification Termination DateSeller's Assertion, but failure to so notify Buyer will not relieve Buyer of any liability it may have to Seller, except to the extent Buyer has suffered actual prejudice thereby. All covenants and agreements Buyer will be entitled to participate in the defense of such Seller's Assertion. If Buyer, by written notice to Seller within 30 days after receipt by Buyer of notice of such Seller's Assertion, acknowledges its responsibility to indemnify Seller based on the facts alleged in the third-party Action and the Companies in this Agreement that are required Seller's Assertion and if Buyer elects to do so, Buyer will also be performed entitled to assume the defense of such Seller's Assertion, at its own expense, with counsel chosen by it which will be reasonably satisfactory to Seller. With respect to any such Seller's Assertion, Seller will promptly provide Buyer with: (i) prior to the Closing, shall terminate on the Closing, notice and copies of any documents served upon Seller; and (ii) after all reasonable cooperation which Buyer deems necessary to defend such Seller's Assertion, including without limitation providing Buyer and its outside attorneys' access to any potentially relevant documents, information, or individuals within the Closingcontrol of Seller, shall survive other than any privileged documents. If business information of Seller other than that pertaining to the Business is contained in accordance with their termssuch documents or information, Seller and Buyer will enter into appropriate secrecy commitments to protect such documents or information. The Notwithstanding that Buyer may have elected as provided above to assume the defense of any Seller's Assertion, Seller Indemnified Parties shall will have the right to be indemnified participate in the investigation and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance defense thereof, with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party separate counsel chosen by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf but in such event the fees and expenses of itself Seller (above those which would otherwise have been incurred) and the other Seller Indemnified Parties, shall such separate counsel will be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Lossespaid by Seller.

Indemnification by Buyer. (a) From Buyer hereby covenants and after the Closing, subject to the limitations in Sections 8.2 agrees with Sellers that it shall indemnify Sellers and 8.6, Buyer, hereby indemnifies their respective directors and holds Seller officers and its officers, directors, managers, Affiliates, shareholders, members, each of their successors and assigns (collectivelyand the directors and officers of any such successors and assigns, the “Seller Indemnified Parties”) and hold them harmless from from, against and against in respect of any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection withIndemnifiable Claim arising out of: (i) the operation of the Business on and following the Closing Date and the liabilities of Buyer, whether accrued, absolute, contingent or otherwise; (ii) any breach or inaccuracy of any of the representations and warranties made by of Buyer that survive Closing pursuant to Section 10.1 to the extent and for the period of such survival, provided that a Seller shall be entitled to indemnity under this Section 10.3(a)(ii) only if and to the extent that Buyer's breach of any representation or warranty results in this Agreementmonetary damage to that Seller; (iii) the breach or cancellation of any Contract or the payment, settlement or other disposition of any of the Assumed Liabilities; and (iiiv) any failure by action, suit, proceeding, compromise, settlement, assessment or judgment relating to any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the ClosingIndemnifiable Claim. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the ClosingIf, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect by reason of the representations and warranties assertion of an Indemnifiable Claim by any third party, a lien, attachment, garnishment or execution is placed upon any of the property or assets of an Indemnified Party, Buyer only if shall furnish an indemnity bond so as to obtain the prompt release of such right is asserted in writing on lien, attachment, garnishment or before the Indemnification Termination Date in accordance with the terms execution. Sellers shall notify Buyer of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for Indemnifiable Claims, promptly after Sellers become aware of any such claim. (d) All Losses claimed by a Seller Indemnified Party Claims, which could be made pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses10.

Indemnification by Buyer. (a) From Buyer hereby agrees to defend, indemnify and after the Closinghold harmless Sellers, subject to the limitations in Sections 8.2 their Affiliates and 8.6, Buyer, hereby indemnifies their successors and holds Seller assigns and its their respective officers, directors, managersemployees, Affiliatesattorneys, shareholders, members, successors consultants and assigns agents (collectively, the “"Seller Indemnified Parties”Indemnitees") harmless from and against any and all Losses that losses, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorneys', consultants', and experts' fees (collectively, "Sellers Losses"), to the Seller Indemnified Parties may suffer extent caused by, resulting from or incur, or become subject to, as a result of or in connection witharising out of: (ia) any breach of a representation or inaccuracy warranty hereunder on the part of any of the representations and warranties made by Buyer in this Agreement; and; (iib) any failure by Buyer to perform or otherwise fulfill, in whole or in part, any undertaking or agreement or obligation hereunder; and/or (c) any and all actions, suits, proceedings, claims and demands incident to any of Buyerthe foregoing or such indemnification. provided, the Companies however, that if any claim, liability, demand, assessment, action, suit or the AEC Subsidiary proceeding shall be asserted in respect of which a Seller Indemnitee proposes to demand indemnification ("Sellers Indemnified Claims"), Sellers or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of such other Seller Indemnitee shall notify Buyer in this Agreement writing thereof as promptly as practicable, provided further, however, that the failure or delay to so notify Buyer of such a claim shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior not reduce or affect Buyer's obligations with respect thereto except to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their termsextent that Buyer is prejudiced thereby. The Seller Indemnified Parties Buyer shall have the right promptly upon receipt of such notice to be indemnified assume the control of the defense, compromise or settlement of any such Sellers Indemnified Claims including, at its own expense, employment of counsel reasonably satisfactory to Sellers; provided, however, that if Buyer shall have exercised its right to assume such control, Sellers may, in their sole discretion and held harmless under Section 8.2(a)(iat their expense, employ counsel to represent them (in addition to counsel employed by Buyer) in respect any such matter, and in such event counsel selected by Sellers shall be required to cooperate with such counsel of the representations and warranties Buyer, counsel of Buyer only if shall be required to cooperate with counsel of Sellers and each of Buyer and Sellers shall be required to cooperate with such right is asserted other party and its counsel in writing on such defense, compromise or before settlement. Buyer shall not settle or compromise any Sellers Indemnified Claim that does not result in a full release without any obligation of Sellers and Seller Indemnitees without the Indemnification Termination Date in accordance with the terms prior written consent of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) Sellers, which consent shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it unreasonably withheld or they may have under Section 2.3 with respect to any such Lossesdelayed.

Indemnification by Buyer. (a) From Any Transferred Employee may serve as a director and/or officer of Buyer or its Affiliates in order to effectuate the creation of a new legal entity for Buyer or its Affiliates within any of the countries in which the Business operates between the date hereof and after either (x) the ClosingClosing or (y) the Deferred Closing with respect to a Deferred Closing Country, subject as applicable. Notwithstanding anything to the limitations contrary contained in Sections 8.2 this Agreement, any Transferred Employee who, at Buyer’s request, serves as a director and/or officer of Buyer or its Affiliates in order to effectuate the creation of a new legal entity for Buyer or its Affiliates as contemplated by the sentence immediately foregoing shall be indemnified and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) held harmless from and against by Buyer for any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject Liability relating to, as a result arising out of or in connection with: with such position (i) including for any breach representations made to any Governmental Entity or inaccuracy other third-party on behalf of any of the representations Buyer or its Affiliates), but only if such Transferred Employee acted in good faith and warranties made by in conformity with instructions from Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closingconnection therewith. (b) All representations Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify and warranties hold harmless Seller and its Affiliates for any Liability relating to, arising out of or in connection with any and all actions taken by Seller or its Affiliates (or either of their respective representatives) at Buyer’s request and in good faith and in conformity with instructions from Buyer between the date hereof and the later of (x) the Closing and (y) the last of the Deferred Closings on behalf of Buyer or its Affiliates including in this Agreement connection with the creation of new legal entities, obtaining Governmental Authorizations and obtaining tax registrations. The foregoing indemnity shall survive until the Indemnification Termination Date. All covenants and agreements not apply to any Liability relating to, arising out of Buyer and the Companies or in this Agreement connection with any action that Seller or any of its Affiliates are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party take pursuant to this Article VIII (Agreement, whether or not resolved through at the provisions hereof) shall not be the subject request of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesBuyer.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 and 8.6paragraph (b) below, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against after the Closing Date, Buyer shall indemnify and hold harmless Sellers' Indemnified Persons from any and all Losses that the Seller Indemnified Parties may suffer directly or incur, indirectly incurred by or become subject to, as a result of sought to be imposed upon them resulting from or in connection witharising out of: (i) any breach or inaccuracy of any of the representations or warranties made by Buyer, in or pursuant to this Agreement, or in any agreement, document or instrument executed and warranties delivered pursuant hereto or thereto or in connection with the Closing; (ii) any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement, any Ancillary Agreements, or in any agreement or document contemplated hereby; or (iii) fraud or intentional misrepresentation by Buyer contained herein or committed in respect of the transactions contemplated hereby. (b) The right of indemnification under paragraph (a) above is subject to the following limitations: (i) The Buyer shall have no liability under paragraph (a) above unless one or more of Sellers' Indemnified Persons gives written notice to Buyer asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of (A) eighteen months from the Closing Date with respect to claims described in clause (i), the applicable statute of limitation with respect to claims described in clause (ii), and (C) without limitation as to time with respect to claims described under clause (iii); and (ii) Indemnification for claims under paragraph (a) above shall be payable by Buyer only if the aggregate amount of all Losses thereunder by Sellers' Indemnified Persons shall exceed $25,000, at which point Buyer shall be responsible for all Losses including the first $25,000; provided, however, that under no circumstances shall any failure Losses paid by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor (A) with respect to carry out, perform, satisfy and discharge any of their respective covenants or agreements claims arising under this Agreement that are required to be performed following the Closing. paragraph (ba) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed clause (i) prior or (ii) shall not exceed the Purchase Price which is required to the Closing, shall terminate on the Closingby paid by Buyer to Sellers (including amounts paid in discharge of company debt) under this Agreement, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereofB) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 limited with respect to any such Lossesclaims described in paragraph (a) clause (iii).

Indemnification by Buyer. The Buyer shall indemnify and hold harmless the Sellers and their Affiliates and the shareholders, directors, officers, employees, successors, permitted assigns and agents of each of them (the "Seller Indemnified Persons") against all liabilities, losses, damages, costs and expenses reasonably incurred by them as a result of: (a)Any liabilities or obligations of, or claims against, the Company based on any event occurring at any time after the Closing Date; (b)Any claim, liability or obligation which may be incurred by the Sellers or asserted against the Sellers which are based on any acts, events, conditions or omissions after the Closing Date and which are based on the conduct of the Business by the Buyer or the Company; (c)Except as otherwise provided in Section 7.8, all liabilities and claims of or asserted against the Sellers by any federal, state or local taxing authorities, or relating to any tax liability of the Buyer or the Company, to the extent that any such claim shall relate to the operations of or transactions by Buyer or the Company after the Closing Date; (d)Any misrepresentation, breach of warranty or non- fulfillment of any agreement on the part of the Buyer under this Agreement, or any misrepresentation in any certificate or other instrument furnished or to be furnished by the Buyer to the Sellers under this Agreement; (e)Any failure or delay on the part of the Buyer in satisfying the conditions to the Closing as provided herein or in fulfilling its obligations to acquire the Shares in accordance with this Agreement; (f)The Additional Liabilities, except to the extent of Sellers' indemnity obligations under Section 8.1(e) hereof; (g)Any failure or delay on the part of the Buyer or the Company in satisfying the obligations and liabilities assumed by the Buyer or retained by the Company pursuant to Section 7.13; (h)The loss of any deduction or imposition of any tax or penalty pursuant to Section 280G of the Code resulting from any payment or other action by Buyer or the Company (other than the payment by the Company of the transaction bonuses described on Schedules 3.10 and 3.14 (a) From and after on behalf of the ClosingSellers) in connection with the transactions contemplated hereby; (i)Any claim, subject liability or obligation which may be incurred by the Sellers or asserted against the Sellers following the Closing under any Government Contract Guarantees, LOCs/Bonds, Other Seller Guarantees or any Xxxxxxx Guarantees; (j)Any liability to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectivelyU.S. Government relating to assets of the ESCO Retirement Plan transferred to the Buyer or an Affiliate under the Federal Acquisition Regulation, the “Seller Indemnified Parties”Cost Account Standards or any other government procurement law or regulation; and (k)All actions, suits, proceedings, judgments, settlement payments, costs and expenses (including reasonable attorneys' fees and expenses) harmless from and against incident to any and all Losses of the foregoing; provided, that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection with: any such amounts shall (i) any breach or inaccuracy of any of be computed considering the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior Tax benefit to the Closing, shall terminate on indemnified person arising from the Closingindemnified matter, and (ii) after not include or be recoverable by any Person to the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have extent covered by insurance available to the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementperson. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From Subject to the limitations set forth in Section 12.1 and 12.5, Buyer hereby agrees that, from and after the Closing, subject to it shall indemnify, defend and hold harmless each of Vendor, its Affiliates (other than the limitations in Sections 8.2 Conveyed Entities) and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, their respective directors, managers, Affiliatesofficers, shareholders, memberstrustees and employees and their heirs, successors and assigns permitted assigns, each in their capacity as such (collectivelythe “Vendor Indemnified Parties” and, collectively with the Buyer Indemnified Parties, the “Seller Indemnified Parties”) harmless ), from and against any and all Losses that suffered or incurred by any of the Seller Vendor Indemnified Parties may suffer or incurParties, or become subject to, as a result to the extent arising out of or in connection with: (ia) any breach or inaccuracy of any representation or warranty made by Buyer in Article 6 as of the representations and warranties Signing Date or the Closing Date; (b) any breach by Buyer or any of its Affiliates of any covenant or agreement made by Buyer in this Agreement; (c) the business or operations of the Conveyed Entities or the ownership of the Purchased Member Interests (in each case, before and after the Closing), except for (x) any Losses with respect to which Vendor is obligated to indemnify the Buyer Indemnified Parties pursuant to Section 12.2 or (y) any fraudulent actions by Vendor or its Affiliates prior to the Closing; and (iid) any failure by Liabilities arising or accruing from and after the Closing Date in respect of the ownership or operation of the Conveyed Entity Assets, except for (x) any of Buyer, the Companies or the AEC Subsidiary or Losses with respect to which Vendor is obligated to indemnify the Buyer Parent Guarantor Indemnified Parties pursuant to carry out, perform, satisfy and discharge Section 12.2; or (y) any of their respective covenants fraudulent actions by Vendor or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) its Affiliates prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From Buyer agrees to indemnify, defend and after the Closinghold harmless Seller, subject to the limitations in Sections 8.2 Seller's Parent and 8.6their respective directors, Buyer, hereby indemnifies and holds Seller and its officers, directors, managersemployees, Affiliates, shareholders, membersagents, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses that the Seller suffered or incurred by an Indemnified Parties may suffer Party resulting from, related to or incur, or become subject to, as a result of or in connection witharising out of: (ia) any breach or inaccuracy of in any of the representations and warranties made by Buyer in this AgreementAgreement or in any agreement or certificate delivered pursuant hereto or in connection herewith; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties any breach or nonperformance of any of the covenants of Buyer or its Affiliates contained in this Agreement shall survive until (including those in Sections 8.1 and 8.2) or in any agreement or document delivered pursuant hereto or in connection herewith; (c) any Post-Closing Claim, but only to the Indemnification Termination extent that the Losses suffered or incurred result from facts and circumstances that occurred after the Closing Date (excluding Losses suffered or incurred resulting from facts or circumstances that occur after the Closing Date but which relate to Hazardous Substances present at properties or facilities of the PRC Companies on the Closing Date); and (d) any Guarantees (other than those relating to payments under the "PRC Supplemental Executive Retirement Plan") of Seller's Parent (or any of its Affiliates) to the extent they were issued for the benefit of Persons doing business with any of the PRC Companies. All covenants and agreements To the extent, but only to the extent, that any Loss for which Buyer has indemnification obligations under Section 11.3(c) arises as a result of Buyer and any fact, circumstance or condition that also causes the Companies inaccuracy of any representation or warranty of Seller, Seller's Parent or PRC contained in this Agreement that are required to be performed (i) prior to the Closingor in any agreement or certificate delivered pursuant hereto or in connection herewith, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right or otherwise is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed an indemnification claim by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) Buyer under Section 11.4, Buyer shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have liability under Section 2.3 with respect to any such Losses11.3(c).

Indemnification by Buyer. (a) From Buyer shall indemnify and after the Closingdefend Seller, subject to the limitations in Sections 8.2 Parent and 8.6their Affiliates and their respective stockholders, Buyermembers, hereby indemnifies and holds Seller and its managers, officers, directors, managersemployees, Affiliates, shareholders, membersagents, successors and assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) against, and shall hold them harmless from and against from, any and all Losses that the Seller Indemnified Parties may suffer or incurresulting from, arising out of, or become subject to, as a result of or incurred by any Seller Indemnitee in connection with: , or otherwise with respect to (i) any breach or inaccuracy the failure of any of the representations representation and warranties made warranty or other statement by Buyer contained in this Agreement, the Disclosure Schedule or any certificate furnished to Seller pursuant to this Agreement to be true and correct in all respects as of the Closing Date or any third party allegation or claim based upon facts alleged that, if true, would constitute an inaccuracy or breach of any representation or warranty; and (ii) any failure by breach of any covenant or agreement of BuyerBuyer contained in this Agreement, the Companies Ancillary Documents, the Disclosure Schedule or the AEC Subsidiary any certificate or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants other document furnished or agreements under this Agreement that are required to be performed following furnished to Seller in connection with the Closingtransactions contemplated hereby and thereby; and (iii) any Assumed Liability. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of liable for any adjustment Loss or Losses pursuant to 9.3(a)(i) unless and until the aggregate amount of such Losses incurred by Seller Indemnitees exceeds $40,000, in which event Buyer shall be liable from the first dollar up to $400,000; provided, however, nothing contained in this Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, 9.3(b) shall be deemed to have waived limit or restrict in any manner any rights it or they may have under Section 2.3 with respect to any such Lossesremedies which Seller Indemnitees have, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of a representation, warranty or covenant hereunder.

Indemnification by Buyer. (a) From Each of IXL and after Buyer shall jointly and severally indemnify and hold Sellers harmless from and against, and agree promptly to defend each of the ClosingSellers from and reimburse each of the Sellers for, subject to the limitations in Sections 8.2 any and 8.6all losses, Buyerdamages, hereby indemnifies costs, expenses, liabilities, obligations and holds Seller claims of any kind (including reasonable attorney fees and its officers, directors, managers, Affiliates, shareholders, members, successors other legal costs and assigns expenses) (collectively, a "Seller Loss") that any of the “Seller Indemnified Parties”) harmless from and against Sellers may at any and all Losses that the Seller Indemnified Parties may time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Buyer or IXL in this Agreement; andor pursuant hereto, or in any instrument, certificate or affidavit delivered by Buyer or IXL at the Closing in accordance with the provisions hereof; (ii) any failure by any of Buyer, the Companies Buyer or the AEC Subsidiary or the Buyer Parent Guarantor IXL to carry out, perform, satisfy and discharge any of their its respective covenants covenants, agreements, undertakings, liabilities or agreements obligations hereunder or under any of the documents and materials delivered by Buyer or IXL pursuant hereto; (iii) the Assumed Liabilities; and (iv) any suit, action or other proceeding arising out of, or in any way related to, any of the matters referred to in this Agreement that are required to be performed following the ClosingSection 6.1(a). (b) All representations and warranties of Notwithstanding any other provision hereof to the contrary, neither Buyer in this Agreement nor IXL shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed have any liability under Section 6.1(a)(i) above (i) prior unless the aggregate of all Seller Losses for which IXL and Buyer would be liable but for this sentence exceeds, on a cumulative basis, an amount equal to $50,000 and then only to the Closingextent of such excess, shall terminate on (ii) for amounts in excess of $1,050,000 in the Closingaggregate, and (iiiii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert unless a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 has been asserted with respect to the matters set forth in Section 6.1(a)(i), or 6.1(a)(iv) to the extent applicable to Section 6.1(a)(i), within two years of the date hereof. Notwithstanding any such Lossesimplication to the contrary contained herein, the parties acknowledge and agree that a decrease in the value of the IXL Shares would not, by itself, constitute a Seller Loss, unless and to the extent a decrease in the value of the IXL Shares has been demonstrated to be as a result of any event described in Sections 6.1(a)(i), (ii), (iii) or (iv) above.

Indemnification by Buyer. (a) From Buyer from and after the Closing, subject Closing agrees to indemnify the limitations in Sections 8.2 Sellers and 8.6, Buyer, hereby indemnifies and holds Seller and its their respective officers, directors, stockholders, members, managers, employees, Affiliates, shareholdersattorneys, members, successors accountants and assigns agents (collectively, the “Seller Indemnified PartiesIndemnitees”) and hold them harmless from and against any and all Losses that damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (collectively, “Seller Damages”) incurred or suffered by Seller Indemnitees as a result of, attributable to or arising out of any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement or the Seller Indemnified Parties may suffer Ancillary Documents. Notwithstanding the foregoing, Buyer shall have no liability under this Section 10.3 arising out of or incur, or become subject to, as a result of or in connection with: (i) any a breach or inaccuracy of any covenant, representation, warranty or agreement for any Seller Damages suffered by Seller Indemnitees unless and until Seller Damages exceed $100,000 (the “Seller Threshold”), in which case Buyer shall be liable for all Seller Damages on a dollar for dollar basis beginning with the first dollar of Seller Damages (e.g., if there are $100,001 of Seller Damages, Buyer shall be entitled to $100,001 dollars of indemnification); provided, however, Buyer’s aggregate liability to Seller Indemnitees under this Agreement shall not in any event exceed the Escrow Amount. It is the explicit understanding and intention of each party hereto that Buyer is not making any representation or warranty whatsoever to MSK, the Sellers, the Principal Stockholders or the Shareholders, express or implied, other than those representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer specifically set forth in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the ClosingAncillary Documents, and (ii) after the ClosingBuyer hereby disclaims any such representation or warranty, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on whether by or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the Buyer or any of its officers, directors, employees, stockholders or agents or representatives or any other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesPerson.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations terms and conditions of SECTION 10 hereof, Buyer hereby covenants and agrees to indemnify and hold harmless Sellers against and in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, respect of the “Seller Indemnified Parties”) harmless from and against any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection withfollowing: (i) any Claim resulting from any misrepresentation, breach of warranty or inaccuracy non-fulfillment of any agreement or covenant on the part of the representations and warranties made Buyer under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument or document furnished or to be furnished by Buyer in this Agreementhereunder; and (ii) any failure by Claim which arises out of any liabilities or obligations of Buyer, the Companies included but not limited to federal, state or the AEC Subsidiary local income taxes, FICA, withholding, excise, unemployment, sales or the Buyer Parent Guarantor franchise taxes, arising from operations of Buyer; and (iii) all Claims, actions, suits, proceedings, demands, assessments, judgments, costs, reasonable attorneys' fees and expenses of any nature incident to carry out, perform, satisfy and discharge any of their respective covenants the matters indemnified against pursuant to this SECTION 9.2, including without limitation, all such costs and expenses incurred in the defense thereof or agreements under this Agreement that are required to be performed following in the Closing.enforcement of any rights of Sellers hereunder; and (biv) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior any Claim related to the Closing, shall terminate on the Closing, and (ii) Business which accrues or arises after the ClosingEffective Date, other than any debt, obligation or liability expressly assumed hereunder by Buyer Sellers shall survive in accordance with their terms. The Seller Indemnified Parties notify Buyer of any asserted liability, damage, loss or expense claimed to give rise to indemnification hereunder and thereafter Buyer shall have the right to be indemnified defend, compromise and held harmless under Section 8.2(a)(i) settle such matter provided that Sellers are fully protected from any cost or expense in respect of connection therewith. If Buyer fails to compromise or defend on the representations claim, or to establish a cash escrow with Sellers and warranties of Buyer only if such right is asserted in writing on defend the claim, Sellers may defend or before compromise the Indemnification Termination Date in accordance with the terms of this Agreementclaim at Buyer's sole cost and expense. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the Closing, and subject to the limitations in Sections 8.2 provisions of this Article VII, Buyer shall indemnify, defend and 8.6hold harmless Seller, Buyer, hereby indemnifies and holds Seller its Affiliates and its officers, directors, managers, and its Affiliates, shareholders, members, ’ respective successors and assigns permitted assigns, each in their capacity as such (collectively, the “Seller Indemnified Parties,” and each of the Buyer Indemnified Parties and the Seller Indemnified Parties, an “Indemnified Party”) harmless from from, against and against in respect of any and all Losses that sustained or incurred or suffered by any of the Seller Indemnified Parties may suffer or incur, or become subject to, as a result arising out of or in connection with: (a) the breach of any (i) any Buyer Fundamental Representation or (ii) any Non-Fundamental Buyer Representation, in each case, as of the Closing Date; (b) the breach or inaccuracy of any of the representations and warranties covenant or agreement made by Buyer in this Agreement; andor (iic) any failure by any Assumed Liabilities. Notwithstanding the foregoing in the first sentence of Buyerthis Section 7.3, (A) the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right not be entitled to be indemnified and indemnified, defended or held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 7.3(a)(ii) with respect to any claim unless such Lossesclaim (individually or in the aggregate with any related claims) involves Losses in excess of $50,000 (nor shall any such claim (or claims) that does not meet such threshold be applied to or considered for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Losses for which it would be entitled to indemnification under the next sentence of this paragraph of Section 7.3 below), and (B) Buyer shall not be required to indemnify, defend or hold harmless any Seller Indemnified Party against any Losses (x) under Section 7.3(a)(ii) until the aggregate amount of Losses for which the Seller Indemnified Parties are determined pursuant to a Final Determination to be otherwise entitled to indemnification under Section 7.3(a)(ii) exceeds $6,000,000 (the “Buyer Deductible”), after which the Seller Indemnified Parties shall be entitled to indemnification for all of their respective Losses (subject to the other limitations set forth in this Agreement) for which the Seller Indemnified Parties are determined pursuant to a Final Determination to be otherwise entitled to indemnification under Section 7.3(a)(ii) that are in excess of the Buyer Deductible; provided, however, this sentence does not apply to claims based on Fraud, with respect to which all Losses shall be recoverable from the first dollar; (y) pursuant to Section 7.3(a)(i) in a cumulative aggregate amount (taking into account all amounts paid by Buyer pursuant to Section 7.3(a)(i)) exceeding the Base Purchase Price; and (z) pursuant to Section 7.3(a)(ii) in a cumulative aggregate amount (taking into account all amounts paid by Buyer pursuant to Section 7.3(a)(ii)) exceeding $3,000,000; provided that the foregoing limitation in this paragraph of Section 7.3 shall not apply to claims based on Fraud.

Indemnification by Buyer. (a) From Except as otherwise provided in Article X below, Buyer shall defend, indemnify and after the Closinghold Seller, subject to the limitations in Sections 8.2 its respective successors and 8.6permitted assigns, Buyer, hereby indemnifies and holds Seller and its respective shareholders, members, partners (general and limited), officers, directors, managers, Affiliatesemployees, shareholdersagents, membersand representatives, and each of their heirs, executors, successors and assigns (collectively, the “"Seller Indemnified Parties”") harmless from and against and in respect of any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result Damages arising out of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties contained in Article V hereof and made by on the date hereof, (ii) any breach of any of the covenants of Buyer in this Agreement; and , (iiiii) all obligations and liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, relating to the operation of the Business on or after the Closing Date and (iv) any failure extraordinary transactions (other than any such transactions expressly required by applicable Law or expressly provided for pursuant to this Agreement) effected by or with respect to the LIG Companies on the Closing Date that result in a Tax liability in excess of Tax liability associated with the conduct of the business in the ordinary course. Seller shall give Buyer prompt written notice of any third party claim which may give rise to any indemnity obligation under this Section, together with the estimated amount of such claim, and Buyer shall have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying Seller within sixty (60) days of receipt of Seller's written notice; provided, however, that Buyer's counsel shall be reasonably satisfactory to Seller. Failure to give prompt notice shall not affect the indemnification obligations hereunder in the absence of actual prejudice. If Seller desires to participate in any such defense assumed by Buyer it may do so at its sole cost and expense. If Buyer declines to assume any such defense, it shall be liable for all costs and expenses of defending such claim incurred by Seller, including reasonable fees and disbursements of counsel. No party shall, without the Companies prior written consent of the other parties, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the AEC imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the other parties or any Subsidiary or Affiliate thereof or if such settlement or compromise does not include an unconditional release of the Buyer Parent Guarantor to carry out, perform, satisfy and discharge other parties for any liability arising out of their respective covenants such claim or agreements under this Agreement that are required to be performed following the Closingdemand. (b) All representations and warranties The foregoing obligation to indemnify Seller Indemnified Parties set forth in Section 9.3(a) shall be subject to each of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed following limitations: (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect Buyer's indemnification obligation for any breach of the representations and warranties described in Article V of this Agreement shall be subject to the Survival Period limitations set forth in Section 9.1. (ii) No reimbursement for Damages asserted against Buyer under Section 9.3(a)(i), above shall be required unless and until the cumulative aggregate amount of such Damages equals or exceeds 1.5 percent (1.5%) of the Final Purchase Price (the "Buyer Threshold") and then only to the extent that the cumulative aggregate amount of Damages, as finally determined, exceeds said Buyer Threshold; provided that in calculating such Threshold any Seller's Losses which individually total less than Fifty Thousand United States Dollars (US $50,000) each ("De Minimis Seller's Losses") shall be excluded in their entirety and Buyer in any event shall have no liability hereunder to any Seller Indemnified Party for any such De Minimis Seller's Losses regardless of the status of the Buyer Threshold; provided further, that Damages totaling less than $50,000, but arising from or related to a common occurrence or related events will be aggregated and such aggregated amount shall not, if such right is asserted in writing on or before excess of $50,000, be treated as De Minimis Seller's Losses. (iii) Notwithstanding anything to the Indemnification Termination Date contrary contained in accordance this Agreement, with the terms exception of the indemnification provisions set forth in Sections 9.3(a)(iii) and (iv), Buyer's liability to Seller Indemnified Parties for Damages in excess of the Buyer Threshold under or relating to this AgreementAgreement and the Transition Services Agreement and the transactions contemplated hereby and thereby shall not exceed $38,100,000. (c) The Seller Indemnified Parties may only assert a claim indemnities provided in this Section 9.3 shall survive the Closing. Absent an action for indemnification fraud, the indemnity provided in this Section 9.3 shall be the sole and exclusive remedy of the indemnified parties against Buyer the indemnifying party at law or equity for any matter not involving a third party covered by giving written notice to Buyer specifying in reasonable detail the basis for such claimSection 9.3(a). (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From Buyer hereby agrees to defend, indemnify and after the Closinghold harmless Sellers and their respective successors, subject to the limitations in Sections 8.2 assigns and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns affiliates (collectively, the “"Seller Indemnified Parties”Indemnitees") harmless from and against any and all Losses that the Seller Indemnified Parties may suffer or incurlosses, or become subject todeficiencies, as a result of or liabilities, damages, assessments, judgments, costs and expenses, including attorneys' fees (both those incurred in connection withwith the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "Seller Losses"), resulting from or arising out of: (a) (i) any breach or inaccuracy breaches of any representation and warranty hereunder on the part of the representations Buyer and warranties made (ii) failures by Buyer in this Agreementto perform or otherwise fulfill any undertaking or agreement or obligation hereunder; and (iib) any failure by and all actions, suits, proceedings, claims and demands incident to any of the foregoing or such indemnification; provided, however, that if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted in respect of which a Seller Indemnitee proposes to demand indemnification ("Seller Indemnified Claims"), Seller or such other Seller Indemnitee shall notify Buyer thereof, provided further, however, that the failure to so notify Buyer shall not reduce or affect Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior 's obligations with respect thereto except to the Closingextent that Buyer is materially prejudiced thereby. Subject to rights of or duties to any insurer or other third Person having liability therefor, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties Buyer shall have the right promptly upon receipt of such notice to assume the control of the defense, compromise or settlement of any such Seller Indemnified Claims (provided that any compromise or settlement must be indemnified reasonably approved by Seller) including, at its own expense, employment of counsel reasonably satisfactory to Seller; provided, however, that if Buyer shall have exercised its right to assume such control, Seller may, in its sole discretion and held harmless under Section 8.2(a)(iat its expense, employ counsel to represent it (in addition to counsel employed by Buyer) in respect of the representations and warranties of any such matter. So long as Buyer only if is contesting any such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for Claim in good faith, Seller or such other Seller Indemnitees shall not pay or settle any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesClaim.

Indemnification by Buyer. (a) From Subject to the other provisions of this Article 11, effective at and after the Closing, subject to the limitations in Sections 8.2 Buyer shall indemnify Seller, its Affiliates and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, their respective successors and assigns (collectively, the “Seller Indemnified Parties”) against and Buyer hereby agrees to hold each of them harmless from and against any and all Losses that the Seller Indemnified Parties may suffer Damages incurred or incursuffered by Seller, or become subject toany of its Affiliates or Representatives or any of their respective successors and assigns arising out of: (a) any Warranty Breach made by Buyer pursuant to this Agreement (without giving effect to any materiality, Material Adverse Effect or similar qualifiers contained therein); (b) any or breach of covenant or agreement made or to be performed by Buyer pursuant to this Agreement (other than covenants contained in Article 8, which are addressed by Article 8 exclusively); (c) any Assumed Liability; or (d) operation of the Business or use of the Purchased Assets or Real Property by Buyer or its Affiliates after the Closing Date; provided that in each case of subsections (a) to (d), Seller or its Affiliates or Representatives will not be entitled to recover Damages for any matter to the extent that a Buyer Indemnitee is entitled to Damages arising out of such matter pursuant to Section 11.02; regardless of whether such Damages arise as a result of the negligence, strict liability or in connection with: (i) any breach other liability under any theory of law or inaccuracy equity of, or violation of any of the representations and warranties made by Buyer in this AgreementApplicable Law by, Seller; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor provided that with respect to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII Section 11.03(a) (whether or other than Warranty Breaches of Sections 4.02 (Corporate Authorization; Binding Effect) and 4.08 (Finders’ Fees), for which the following limitations will not resolved through the provisions hereofapply), (i) Buyer shall not be liable for any individual item where the subject Damages relating thereto are less than $15,000; provided that any claims arising out of any adjustment pursuant to Section 2.3 hereof andthe same occurrence, by making transaction or event or series of related occurrences, transactions or events will be treated as a single claim for indemnification under determining whether the threshold set forth in this Article VIII, Seller, on behalf clause (i) has been met; (ii) Buyer shall not be liable unless the aggregate amount of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 Damages with respect to any all such Lossesindemnification claims not disallowed pursuant to clause (i) exceeds 1.25% of the Purchase Price and then only to the extent of such excess; and (iii) Buyer’s maximum Liability for all such indemnification claims shall not exceed 17.5% of the Purchase Price.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations set forth in Sections 8.2 this Article 10, Buyer hereby covenants and 8.6agrees that, Buyerto the fullest extent permitted by Applicable Law, hereby indemnifies it shall jointly and holds severally defend, indemnify and hold harmless Seller and its officersAffiliates and Representatives, directorsand all heirs, managersexecutors, Affiliates, shareholders, memberspersonal representatives, successors and assigns of the foregoing (collectively, the “Seller Indemnified PartiesPersons”) harmless for, from and against any and all Losses that suffered or incurred by the Seller Indemnified Parties may suffer Persons (or incur, or become subject to, as a result any of or in connection withthem) resulting from: (ia) any breach or inaccuracy of any of the representations and warranties representation or warranty made by Buyer in this Agreement; and (ii) Agreement or in any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing.Closing Document; (b) All representations and warranties any Assumed Seller Liability; (c) any breach of any covenant, agreement or obligation of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of or in any Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim.Closing Document; (d) All Losses claimed any claim by any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Affiliate or Representative thereof) in connection with this Agreement or any of the Contemplated Transactions; (e) subject to the accuracy of Seller’s representation and warranty in Section 3.26(d), any claim relating to a Seller Indemnified Party “Mass Layoff” or “Plant Closing” under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101 et seq. or any equivalent or similar foreign or state law or regulation governing employee layoff notification that occurs following the Closing; and/or (f) any claim by CSG for fees, commissions, expense reimbursement or other amounts owing pursuant to this Article VIII that certain letter agreement dated October 1, 2004 between CSG and Seller in connection with any transaction entered into by Buyer or any Affiliate thereof on or after the Closing Date with any of the Persons listed on Schedule 10.2(i) (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof andsuccessor, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it assign or they may have under Section 2.3 with respect to any such LossesAffiliate thereof).

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 other terms and 8.6conditions of this Section 9(c), Buyer, hereby indemnifies Buyer shall indemnify and holds defend the Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns Representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for any and all Losses that incurred or sustained by or imposed upon the Seller Indemnified Parties may suffer Indemnitees based upon, arising out of, with respect to or incur, or become subject to, as a result of or in connection withby reason of: (i) any inaccuracy in or breach or inaccuracy of any of the representations and or warranties made by of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement; and; (ii) any failure fraud or intentional misrepresentation by Buyer in connection with this Agreement, any of BuyerTransaction Document, the Companies or the AEC Subsidiary transactions contemplated herein or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing.therein; (biii) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate Buyer’s activities on the ClosingOwned Real Property and Contracted Real Property in performance of its Due Diligence Review; provided, and (ii) after the Closinghowever, shall survive in accordance with their terms. The Seller Indemnified Parties that Buyer shall have the right no obligation to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on indemnify or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The defend any Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 Indemnitees with respect to any such LossesLosses arising out of or related to any pre-existing or latent defects or legal nonconformance at the Owned Real Property or Contracted Real Property, the discovery, displacement, or disturbance of Hazardous Materials not initially brought onto the Owned Real Property or Contracted Real Property by Buyer, any diminution in the value or marketability of the Purchased Assets or Business arising from, or related to, Buyer’s Due Diligence Review or activities on the Owned Real Property or Contracted Real Property, or matters discovered by during Buyer’s Due Diligence Review, or the acts or omissions of any of the Seller Indemnitees.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations survival provisions set forth in Sections 8.2 Section 9.1, Buyer agrees to indemnify and 8.6, Buyer, hereby indemnifies hold harmless Sellers and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, their respective successors and assigns (collectively, individually a "Seller Indemnitee," and collectively the “"Seller Indemnified Parties”") harmless from from, against and against in respect of any and all Losses that the Losses, which Seller Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made of Buyer contained in this Agreement or in any instrument, certificate or affidavit delivered by or on behalf of Buyer at the Closing in accordance with this Agreement; and (ii) any failure by Buyer to perform or otherwise fulfill or comply with any of Buyercovenant, the Companies undertaking, agreement or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required obligation to be performed following performed, fulfilled, or complied with by Buyer hereunder and under the Closing. (b) All representations and warranties of Buyer in this TBA Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closingto, shall terminate on the Closing, and (ii) or after the Closing; (iii) the Assumed Liabilities; or (iv) any suit, action or other proceeding brought by any governmental authority or Person arising out of, or in any way related to, any of the matters referred to in 9.4(i) , 9.4(ii) or 9.4(iii); provided, however, that if any action, suit, proceeding, claim, liability, demand or assessment shall survive be asserted against any Seller Indemnitee in accordance respect of which such Seller Indemnitee proposes to demand indemnification, such Seller Indemnitee shall notify Buyer thereof within a reasonable period of time after assertion thereof, and such notice shall include copies of all suit, service and claim documents, all other relevant documents in the possession of the Seller Indemnitee and an explanation of the Seller Indemnitee's contentions and defenses with their termsas much specificity and particularity as the circumstances permit, provided, that the failure of the Seller Indemnitee to give such notice shall not relieve Buyer of its obligations under this Section 9.4, except to the extent that Buyer shall have been prejudiced thereby. The Seller Indemnified Parties Subject to rights of or duties to any insurer or other third Person having liability therefor, Buyer shall have the right within twenty (20) days after receipt of such notice to be indemnified assume the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand, or assessment, including, at its own expense, employment of counsel; provided further, however, that if Buyer shall have exercised its right to assume such control, the Seller Indemnitee may, in its sole discretion and held harmless under Section 8.2(a)(iexpense, employ counsel to represent it (in addition to counsel employed by Buyer) in respect any such matter, and in such event counsel selected by Buyer shall be required to cooperate with such counsel of the representations Seller Indemnitee in such defense, compromise or settlement for the purpose of informing and warranties of sharing information with such Seller Indemnitee. So long as Buyer only if is defending in good faith any such right is claims or demands asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving by a third party Person against the Seller Indemnitee, the Seller Indemnitee shall not settle or compromise such claim or demand. If Buyer has assumed the defense of any such claim or demand, then it shall have the power and authority to settle or consent to the entry of judgment without the consent of Sellers if the judgment or settlement results only in the payment by giving Buyer of the full amount of money damages, provided, that Buyer has made arrangements for the payment of such damages in a manner reasonably satisfactory to Sellers; in all other events, Buyer shall not consent to the entry of judgment or enter into any settlement without the prior written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) consent of Sellers, which consent shall not be unreasonably withheld. The Seller Indemnitee shall make available to the subject of Buyer or its agents all records and other materials in the Seller Indemnitee's possession reasonably required by it for its use in contesting any adjustment pursuant to Section 2.3 hereof and, by making a third party claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Lossesdemand.

Indemnification by Buyer. (a) From Subject to the terms and conditions of this Article VI, from and after the Closing, subject to the limitations Buyer shall indemnify, compensate and reimburse each Seller in Sections 8.2 respect of, and 8.6hold each Seller harmless against, Buyer, hereby indemnifies any and holds all Damages incurred or suffered by any such Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection withassigns: (a) to the extent resulting from any (i) any breach or inaccuracy of any representation or warranty of Buyer contained in Article III as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing (disregarding all materiality qualifications limiting the scope of such representations and warranties made by warranties) or (ii) failure to perform any covenant or agreement of Buyer contained in this Agreement; and; (b) to the extent resulting from (i) the conductor operations of the Business by Buyer, (ii) operation or use of the Transferred Assets by Buyer, or (iii) the Transferred Liabilities from and after the Closing; provided, however, that in no event shall this Section 6.2(b) apply (or be deemed to apply), and in no event shall Buyer be obligated to indemnify, compensate or reimburse any Seller, with respect to: (A) any matter, event or circumstance with respect to which PKI would be obligated to provide indemnification, compensation or reimbursement pursuant to any provision of Section 6.1 (ignoring, for purpose of the proviso in this Section 6.2(b) only, any survival periods (except as described below), baskets, deductibles, caps and other limitations applicable thereto); (B) any Damages that do not arise from a third party claim brought against any Seller following the Closing; or (C) any action taken, or any failure to take any action, by any of Buyer, the Companies Seller or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants Affiliates in connection with the performance of its or agreements their obligations under any Ancillary Agreement; provided, further, however, that the limitation set forth in clause (A) of this Agreement that are required sentence shall cease to be performed apply to claims brought against any Seller following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect expiration of the representations and warranties survival period set forth in Section 6.4 of Buyer only if the representation, warranty, covenant or agreement (as applicable) with respect to which the subject matter of any such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementthird party claim relates. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for to the extent resulting from or constituting any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail obligations of PKI or any of its subsidiaries (other than the basis for such claimAcquired Companies) under any agreements or arrangements listed on Schedule 4.2 attached hereto. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From Buyer and its successors and permitted assigns hereby agree to indemnify and hold harmless each Seller from and against and in respect of all Breach Damages that arise out of or relate to, whether directly or indirectly: (A) the breach of any representation or warranty made by Buyer contained in this Agreement or any breach or non-performance by Buyer of any of its covenants or agreements contained in this Agreement (excluding the duty to pay the Contingent Consideration if it becomes due and payable); (B) any Assumed Liability; (C) any third party claim relating to, or arising out of, the operation of the Acquired Business or the Purchased Assets after the Closing; and (D) all claims or damages resulting from [*]. Notwithstanding the foregoing, subject Buyer shall not be obligated to indemnify any Seller under subsection (A) unless and until the limitations aggregate of all Breach Damages under subsection (A) above exceeds $50,000 (and in Sections 8.2 and 8.6no event shall such indemnification exceed $2,000,000 in the aggregate, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns when aggregated with any Breach Damages under (collectively, the “Seller Indemnified Parties”A) harmless from and against any and all Losses through (D) above). The parties acknowledge that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result indemnification by Buyer of or in connection with: (i) any breach or inaccuracy of any Sellers pursuant to this Section 10.03 shall not be the sole and exclusive remedy for nonpayment of the representations Contingent Consideration if it becomes due and warranties made by Buyer in this Agreement; and (ii) payable, and Sellers shall have all remedies available to them at law and at equity with respect to any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closingsuch nonpayment. (b) All representations and warranties In the event that a Seller seeks indemnification under Section 10.03(a) hereunder, the Sellers’ Representative shall give to Buyer a Claim Notice. The Buyer shall have sixty (60) calendar days after receipt of any Claim Notice by Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required pursuant hereto to be performed (i) prior agree to the Closing, amount or method of determination set forth in the Claim Notice and agree that the amount set forth in the Claim Notice shall terminate on be paid by Buyer to the Closing, and Sellers or (ii) provide Sellers with notice that Buyer disagrees with the amount or method of determination set forth in the Claim Notice (the “Dispute Notice”). Within fifteen (15) calendar days after the Closinggiving of any Dispute Notice, the Sellers’ Representative and Buyer shall survive negotiate in accordance with their termsa bona fide attempt to resolve the matter. The Seller Indemnified Parties If no Dispute Notice is given, then the claim in the amount alleged by Sellers in the Claim Notice shall have the right be deemed to be indemnified valid and held harmless under Section 8.2(a)(ishall be paid by Buyer to Sellers within sixty-five (65) in respect calendar days after receipt of the representations any Claim Notice by Sellers. No claim that is timely disputed shall be paid unless and warranties of Buyer only if such right until its validity is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementfinally resolved. (c) The Seller Indemnified Parties may only assert If a claim for indemnification against Buyer for any matter not involving by a third party by giving written notice Person relating solely to the matters set forth in Section 10.03(a) above is made against a Seller, such Seller shall promptly notify the Buyer specifying in writing of such claims, setting forth such claims in reasonable detail detail. Failure to give such notice shall not prejudice the basis for rights of Sellers hereunder except to the extent that Buyer shall have been materially prejudiced by such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant failure. Buyer shall assume the defense thereof and, after notice from Buyer to this Article VIII (whether or not resolved through the provisions hereof) Sellers’ Representative of such election so to assume the defense thereof, Buyer shall not be liable to Sellers hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by Sellers, in connection with the subject defense thereof. Sellers agree to reasonably cooperate with Buyer and its counsel in the defense against any such asserted liability. Buyer, in the defense of any adjustment pursuant such claim or litigation, shall not, except with the written consent of Sellers, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the release of Sellers from all liability in respect to such claim or litigation or that does not solely require the payment of money damages by Buyer. Notwithstanding the foregoing, in the event that any Seller makes any payment to a third Person relating to the matters set forth in Section 2.3 hereof and10.03(a) without the prior written approval of Buyer, by making a claim for indemnification Buyer shall not be obligated to indemnify such Seller under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it Section 10.03 or they may have under Section 2.3 with respect to any such Lossesotherwise.

Indemnification by Buyer. (a) From and after the ClosingClosing Date, subject to the limitations in Sections 8.2 BUYER shall indemnify, hold harmless and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless defend BANK ONE from and against any all claims, losses, liabilities, demands and all Losses that the Seller Indemnified Parties obligations, including without limitation reasonable attorneys' fees and operating expenses which BUYER may suffer or incurreceive, suffer, or become subject to, as a result of or incur in connection with: with (i) any breach losses incurred by BANK ONE related to BANK ONE's compliance with instructions from BUYER made pursuant to Section 7.04 of this Agreement and not related to any negligence or inaccuracy malfeasance on the part of any of the representations BANK ONE and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyeroperations and transactions occurring after the Closing and which involve the Assets transferred, the Companies Deposit Liabilities or Office Loans and the AEC Subsidiary or the Buyer Parent Guarantor other obligations and liabilities assumed pursuant to carry out, perform, satisfy and discharge any this Agreement. The obligations of their respective covenants or agreements BUYER under this Agreement that are required to Section 8.04 shall be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed contingent upon BANK ONE giving BUYER written notice (i) prior of the receipt by BANK ONE of any process and/or pleadings in or relating to any actions, suits or proceedings of the Closingkinds described in this Section 8.04, shall terminate on the Closingincluding copies thereof, and (ii) of the assertion of any claim or demand relating to the Assets transferred to and/or the Deposit Liabilities or Office Loans and the other obligations and liabilities assumed by BUYER on or after the Closing, including, to the extent known to BANK ONE, the identity of the person(s) or entity(ies) asserting such claim or making such demand and the nature thereof, and including copies of any correspondence or other writings relating thereto. All notices required by the preceding sentence shall survive in accordance with their termsbe given within fifteen (15) days of the receipt by BANK ONE of any such process or pleadings or any oral or written notice of the assertion of any such claims or demands. The Seller Indemnified Parties BUYER shall have the right to take over BANK ONE's defense in any such actions, suits, or proceedings through counsel selected by BUYER, to compromise and/or settle the same and to prosecute any available appeals or review of any adverse judgment or ruling that may be indemnified and held harmless under Section 8.2(a)(i) in respect entered therein. The obligations of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party BUYER pursuant to this Article VIII (whether or not resolved through Section 8.04 shall survive the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesClosing.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 terms and 8.6conditions of this Agreement, BuyerBuyer will defend, hereby indemnifies indemnify and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) hold Sellers harmless from and against all claims, losses, liabilities, damages, costs and expenses (including without limitation reasonable fees and expenses of attorneys incurred in investigation or defense of any third-party Action, but excluding fees, costs and all Losses that expenses of attorneys, accountants, consultants and other experts and witnesses incurred in the Seller Indemnified Parties may suffer investigation or incur, or become subject to, as a result prosecution of any non-third-party Action) arising out of or in connection with: (i) any related to an Assumed Liability or breach of a representation and warranty or inaccuracy covenant of any of the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties Promptly after receipt by Sellers of notice of any Action in respect of which indemnity may be sought against Buyer hereunder (for purposes of this Section 9.02, a “Sellers’ Assertion”), Sellers will notify Buyer in this Agreement shall survive until writing of the Indemnification Termination DateSeller’s Assertion, but the failure to so notify Buyer will not relieve Buyer of any liability it may have to Sellers, except to the extent Buyer has suffered actual prejudice thereby. All covenants and agreements Buyer will be entitled to participate in and, to the extent Buyer elects by written notice to Sellers within thirty (30) days after receipt by Buyer of notice of such Sellers’ Assertion, to assume the defense of such Sellers’ Assertion, at its own expense, with counsel chosen by it which will be reasonably satisfactory to Sellers. With respect to any such Sellers’ Assertion, Sellers will promptly provide Buyer and the Companies in this Agreement that are required to be performed with: (i) prior to the Closing, shall terminate on the Closing, notice and copies of any documents served upon Sellers; and (ii) after all reasonable cooperation which Buyer deems necessary to defend such Sellers’ Assertion, including without limitation providing Buyer and its outside attorneys access to any potentially-relevant documents, information, or individuals within the Closingcontrol of Sellers, shall survive other than any privileged documents. If business information of Sellers other than that pertaining to the Business is contained in accordance with their termssuch documents or information, Sellers and Buyer will enter into appropriate secrecy commitments to protect such documents or information. The Seller Indemnified Parties shall Notwithstanding that Buyer may have elected by written notice to assume the defense of any Sellers’ Assertion, Sellers will have the right to participate in the investigation and defense thereof, with separate counsel chosen by Sellers, but in such event the fees and expenses of Sellers (above those which would otherwise have been incurred) and such separate counsel will be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementpaid by Sellers. (c) The Seller Indemnified Parties may only assert Notwithstanding anything in this Section 9.02 to the contrary: (i) Buyer will have no obligation with respect to any Sellers’ Assertion if, in connection therewith, Sellers, without the written consent of Buyer, settle or compromise any Action or consent to the entry of any judgment; and (ii) Buyer will not, without the written consent of Sellers with respect to any Sellers’ Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Sellers of a claim duly executed written release of Sellers from all liability in respect of such Action, which release will be reasonably satisfactory in form and substance to counsel for indemnification against Buyer for Sellers; or (B) settle or compromise any matter not involving Action in any manner that, in the reasonable judgment of Sellers or their counsel, will materially adversely affect Sellers other than as a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claimresult of money damages or other money payments. (d) All Losses claimed by a Seller Indemnified Party Upon the payment of any settlement or judgment pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 9.02 with respect to any Sellers’ Assertion, Buyer will be subrogated to all rights and remedies of Sellers against any third party in respect of such LossesSellers’ Assertion to the extent of the amount so paid by Buyer. (e) The indemnity provided for by this Section 9.02 will be Sellers’ exclusive source of recovery against Buyer with respect to matters covered hereby.

Indemnification by Buyer. (a) From Buyer shall indemnify against and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds hold Seller and Parent, its officersAffiliates and its employees, directors, managers, Affiliates, shareholders, members, successors officers and assigns directors (collectively, the “Seller Indemnified Parties”) harmless from, and agrees to promptly defend any Seller Indemnified Party from and against reimburse any Seller Indemnified Party for, any and all Losses that the losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys’ fees and expenses reasonably incurred) (collectively, “Losses”), which such Seller Indemnified Parties Party may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy failure of any representation or warranty of Buyer (whether made in or pursuant to this Agreement or in any instrument or certificate delivered by Buyer at the Closing in accordance herewith) to be true when made and at and as of the Closing Date as if made at and as of such date (except that representations and warranties made that by their terms speak as of the date of this Agreement or some other date need be true only as of such specified date), in each case determined without regard to any material adverse effect qualification contained in any representation or warranty (each such misrepresentation and breach of warranty, or such failure of any representation or warranty to be true, a “Buyer in this Agreement; andWarranty Breach”); (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants its covenants, agreements, undertakings, liabilities or agreements obligations under this Agreement that are required or under any of the documents and/or other instruments delivered by Buyer pursuant to be performed following this Agreement; (iii) the ClosingAssumed Liabilities; and (iv) to the extent arising from the operation of the Stations by Buyer from and after the Closing Date, except to the extent indemnified by Seller under Section 12.03. (b) All representations and warranties of Notwithstanding any other provision to the contrary, Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are not be required to be performed (i) prior to the Closing, shall terminate on the Closing, indemnify and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held hold harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII Section 12.02(a)(i): (whether or not resolved through the provisions hereofA) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making unless such Seller Indemnified Party has asserted a claim for with respect to such matters within the applicable survival period set forth in Section 12.01 and (B) until the aggregate amount of the Seller Indemnified Parties’ Losses resulting from Buyer Warranty Breach exceeds $150,000, and then only to the extent of such Losses in excess of such amount; provided, however, that the cumulative indemnification obligation of Buyer under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, XII shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Lossesin no event exceed $2.5 million.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 terms and 8.6conditions of this Article VIII, BuyerBuyer agrees to reimburse, hereby indemnifies indemnify and holds Seller and its hold harmless Sellers, their directors, officers, directorsemployees, managersagents, Affiliates, shareholders, members, successors representatives and assigns their present and future Affiliates (collectively, the “Seller Indemnified Parties”) harmless from from, against and against in respect of any and all Losses that the incurred by a Seller Indemnified Parties may suffer or incurParty resulting from, or become subject that exist or arise due to, as a result any of or in connection with:the following (collectively “Seller Claims,” and together with Buyer Claims, the “Claims”): (i) prior to their expiration in accordance with Section 8.1, any breach or inaccuracy of any representation or the breach of the representations and warranties any warranty made by Buyer in this Agreement; (ii) the nonfulfillment of any covenant or agreement of Buyer pursuant to this Agreement; (iii) any of the Assumed Obligations, including any post-Closing breach thereof by Buyer; (iv) all liabilities or obligations relating to or arising out of the Assets or Buyer’s business with respect to the Assets after the Closing Date (other than Retained Liabilities); (v) all liabilities or obligations that arise from products or services sold or performed by Buyer after the Closing Date (other than to Sellers or their Affiliates, except for liabilities or obligations arising as a result of design or manufacturing defects that existed in the Inventory and Tooling as of the Closing Date); and (iivi) any failure by any the acts or omissions of Buyer’s employees or consultants while at Sellers’ facilities on or before March 31, 2006, except to the Companies extent such Claim results from, exists or arises due to the AEC Subsidiary negligence or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any intentional misconduct of their respective covenants Sellers or agreements under this Agreement that are required to be performed following the Closingits employees or consultants. (b) All representations and warranties Notwithstanding Section 8.3(a), the obligations of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required pursuant to be performed Section 8.3(a)(i) will: (i) prior not apply to any Seller Claim unless the Loss incurred by the Seller Indemnified Parties related to such Seller Claim exceeds $10,000, (ii) not apply to any Seller Claims until, and then only to the Closingextent that, shall terminate on the Closingaggregate amount of all Losses incurred by all Seller Indemnified Parties exceeds the Basket Amount, and (iiiii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect apply to any Seller Claims to the extent that the aggregate amount of such LossesSeller Claims exceeds the Cap.

Indemnification by Buyer. (a) From Buyer shall indemnify and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds defend Seller and its Affiliates and their respective stockholders, members, managers, officers, directors, managersemployees, Affiliates, shareholders, membersagents, successors and assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) against, and shall hold them harmless from and against from, any and all Losses that the Seller Indemnified Parties may suffer or incurresulting from, arising out of, or become subject to, as a result of or incurred by any Seller Indemnitee in connection with, or otherwise with respect to: (i) any breach or inaccuracy the failure of any representation and warranty of the representations and warranties made by Buyer contained in this Agreement; and, the Ancillary Agreements or any other document furnished to Seller in connection with the transactions contemplated by this Agreement and the Ancillary Agreements to be true and correct in all respects as of the date of this Agreement and as of the Closing Date; (ii) any failure by breach of any covenant or obligations of BuyerSeller contained in this Agreement, the Companies Ancillary Agreements or any other document furnished to Seller in connection with the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under transactions contemplated by this Agreement that are required and the Ancillary Agreements; and (iii) any failure to be performed following perform when due the ClosingAssumed Liabilities. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to not be performed liable for any (i) prior Losses pursuant to 10.3(a)(i) (“Seller Warranty Losses”) unless and until the Closing, aggregate amount of all Seller Warranty Losses incurred by the Seller Indemnitees exceeds C$250,000 in which event Seller shall terminate on be liable for all Seller Warranty Losses from the Closingfirst dollar, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right Losses pursuant to be indemnified and held harmless under Section 8.2(a)(i10.3(a) in respect excess of an amount equal, in the representations and warranties of Buyer only if such right is asserted in writing on or before aggregate, to the Indemnification Termination Date in accordance with the terms of this AgreementStock Consideration. (c) The Except as provided in this Article X, the indemnities provided in Section 10.3 shall constitute the only remedy of Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject event of any adjustment pursuant to breach of a representation, warranty, covenant or agreement of such party contained in this Agreement or any Ancillary Agreement; provided, however, nothing contained in this Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, 10.3 shall be deemed to have waived limit or restrict in any manner any rights it or they may have remedies which Buyer has, or might have, at Law, in equity or otherwise, (i) based on fraud or a willful misrepresentation or willful breach, or (ii) in respect of any right to seek specific enforcement, injunction or other similar equitable relief; or (iii) in respect of any of Seller’s rights under Section 2.3 with respect to any such LossesArticle IX.

Indemnification by Buyer. (a) From Buyer agrees to indemnify and after the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds hold Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) Shareholders harmless from and against any and all Losses that damages incurred by Seller and the Seller Indemnified Parties may suffer or incur, or become subject to, as a result Shareholders arising out of or in connection withbased upon: (ia) any breach allegation that any representation and warranty made herein or inaccuracy of in any of the representations and warranties made certificate or writing furnished pursuant hereto by Buyer is untrue or has been breached in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing.respect; (b) All representations and warranties any allegation that any covenant or agreement made herein by Buyer has not been performed in accordance with its terms; (c) the failure of Buyer in this Agreement shall survive until to perform the Indemnification Termination Date. All covenants obligations assumed by Buyer under the Leases and agreements Contracts; or (d) any action or proceeding, known or unknown, arising out of; or by virtue of; or based upon Buyer's business, operations or ownership of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) Assets after the Closing, . Seller and the Shareholders agree to give Buyer prompt notice of any action or proceeding to which they believe they have a right of indemnification hereunder; PROVIDED; HOWEVER that the omission so to notify Buyer shall survive in accordance with their termsnot release it from any liability which it may have to Seller or any of the Shareholders otherwise than under this Section 14.01. The If any such action or proceeding shall be brought against Seller Indemnified Parties or any of the Shareholders and Buyer shall be so notified of the commencement thereof; then Buyer shall have the right to participate in, and, to the extent that it may wish, to assume the defense thereof; with counsel reasonably satisfactory to Seller and the Shareholders (as indicated in writing within five (5) days of Buyer's request for approval), and after notice of its election to assume the defense thereof; Buyer will not be indemnified and held harmless under Section 8.2(a)(i) in respect liable to Seller or any of the representations Shareholders, in connection with any such action or proceeding, other than (i) the reasonable cost of investigation or assistance required by Buyer or any party claiming against Buyer, Seller or any of the Shareholders, (ii) expenses reasonably incurred by Seller or any of the Shareholders to comply with any order of any court, governmental agent or authority, legal discovery, or other law, statute, rule or regulation in connection with such claim, and warranties of Buyer only if such right is asserted in writing on (iii) expenses reasonably incurred by Seller or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert any Shareholder's as a claim for indemnification against Buyer for any matter not involving a third party by giving written notice result of; or arising from, Buyer's failure or refusal to Buyer specifying in reasonable detail the basis for defend such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the Closing, subject Buyer hereby assumes and agrees to the limitations in Sections 8.2 release, defend, indemnify and 8.6hold Sellers and their Affiliates, Buyerand each of their respective officers, hereby indemnifies and holds Seller and its officersmanagers, directors, managersemployees, Affiliatesequity owners, shareholders, members, agents and successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any and all Losses that losses, liabilities, obligations, damages, costs and expenses (individually, a “Loss” and, collectively, “Losses”) to the Seller Indemnified Parties may suffer extent based upon, attributable to or incur, or become subject to, as a result of or in connection withresulting from: (i) any breach or inaccuracy of any representation or warranty of the representations and warranties made Buyer set forth in Article IV hereof, or any representation or warranty contained in any certificate delivered by or on behalf of Buyer in pursuant to this Agreement; and; (ii) any failure by breach of any covenant or other agreement on the part of BuyerBuyer under this Agreement; (iii) the Assumed Liabilities; (iv) except to the extent attributable to an Excluded Liability, the Companies Assets or Buyer’s ownership or operation of the AEC Subsidiary or Assets after the Closing Date; (v) Buyer Parent Guarantor to carry out, perform, satisfy Taxes; and (vi) any other indemnity obligations of Buyer and discharge any of their respective covenants or agreements under its Affiliates expressly set forth in this Agreement that are required to be performed following the ClosingAgreement. (b) All representations and warranties The aggregate amount of all payments made by the Buyer in this Agreement satisfaction of claims for indemnification pursuant to Section 10.02(a)(i) shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required not exceed an amount equal to be performed fifty percent (i50%) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties Purchase Price (the “Cap”); provided that the Cap shall not apply with respect to any Losses resulting from, arising out of or relating to breaches of the Buyer only if such right is asserted in writing on Fundamental Representations or before the Indemnification Termination Date in accordance with the terms of this AgreementBuyer Financial Representations. (c) The Notwithstanding anything herein to the contrary, (i) Buyer shall not be required to indemnify any Seller Indemnified Party, and no Seller Indemnified Party will be entitled to indemnification, under Section 10.02(a)(i) with respect to the Buyer Financial Representations unless and until the aggregate amount of all Losses suffered by the Seller Indemnified Parties may in respect of breaches of the Buyer Financial Representations for which Buyer would otherwise owe an indemnification obligation under Section 10.02(a)(i) exceeds $500,000, and then only assert a claim to the extent such Losses are in excess thereof; and (ii) the aggregate amount of all payments made by Buyer in satisfaction of claims for indemnification against pursuant to Section 10.02(a)(i) with respect to the Buyer for any matter Financial Representations shall not involving a third party by giving written notice exceed an amount equal to Buyer specifying in reasonable detail ten percent (10%) of the basis for such claimPurchase Price. (d) All Losses claimed In no event shall the aggregate amount of all payments made by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject Buyer in satisfaction of any adjustment claims for indemnification pursuant to Section 2.3 hereof and, 10.02(a)(i) exceed the Adjusted Purchase Price actually paid by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.Buyer

Indemnification by Buyer. (a) From As an inducement to Seller to enter into this Agreement and after the ClosingAdditional Agreements, subject and acknowledging that Seller is relying on the indemnification provided in this Section 8 in entering into this Agreement and the Additional Agreements, Buyer agrees to the limitations in Sections 8.2 indemnify, defend and 8.6, Buyer, hereby indemnifies and holds hold harmless Seller and its respective Affiliates, employees, officers, members, managers, directors, managersrepresentatives, Affiliatesagents, shareholders, memberscounsel, successors and assigns (collectively, the “Seller Indemnified PartiesAffiliates”) harmless ), from and against any Claims and all Losses that the suffered or incurred by Seller Indemnified Parties may suffer or incur, or become subject to, Seller Affiliates as a result of or in connection with: with the following: (i) any breach or inaccuracy of any of the representations and warranties made by Buyer in this AgreementAssumed Liabilities; and (ii) a breach of any failure by any of Buyerobligation, the Companies representation, warranty, covenant or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties agreement of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of or any Additional Agreement, or because any representation or warranty by Buyer and the Companies contained in this Agreement that are or any Additional Agreement, in any document furnished or required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party furnished pursuant to this Article VIII Agreement by Buyer to Seller, or any of their representatives, or any documents furnished to Seller in connection with the Closing hereunder, shall be false; (iii) any and all debts, liabilities and obligations of Buyer whether known or not resolved through unknown, accrued, absolute, contingent or otherwise arising out of any act, transaction, circumstance, state of facts or other condition which arise after the provisions hereof) shall not be Closing of any nature arising out of the Purchased Assets after the Closing Date except for matters which are the subject of any adjustment indemnification pursuant to Section 2.3 hereof and8.1(a) or matters relating to Seller’s practice of the License granted pursuant Section 2.1 hereof; (iv) any litigation arising out of or based upon events or operative facts occurring after the Closing in connection with Buyer or the Purchased Assets except for matters relating to Seller’s practice of the License granted pursuant Section 2.1 hereof; and (v) costs and expenses (including reasonable attorneys’ fees) incurred by Seller in connection with any action, by making a claim for indemnification under this Article VIIIsuit, Sellerproceeding, on behalf of itself and the other Seller Indemnified Partiesdemand, shall be deemed to have waived any rights it assessment or they may have under Section 2.3 with respect judgment incident to any such Lossesof the foregoing (collectively, “Seller Damages”).

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations set forth in Sections 8.2 and 8.6Section 23.3(b) below, Buyeras the exclusive remedy of Seller under this Contract after Closing, Buyer hereby indemnifies and holds agrees to indemnify Seller and its (who for purposes of this Section 23, shall include affiliates, officers, directors, managerspartners, Affiliatesemployees, shareholdersagents, membersrepresentatives, successors and assigns (collectivelypermitted assigns) and hold each of them harmless against and pay on behalf of or reimburse Seller in respect of any Losses which Seller may suffer, the “Seller Indemnified Parties”) harmless from and against any and all Losses that the Seller Indemnified Parties may suffer or incur, sustain or become subject to, as a result of or of, in connection with, relating or incidental to or by virtue of the breach by Buyer of any covenant, representation or warranty made by Buyer under this Contract (a "Buyer's Breach"). (b) The Indemnification provided for in Section 23.3(a) above is subject to the following limitations: (i) Buyer will be liable to Seller with respect to a Buyer's Breach only if (a) Seller had no knowledge of such Buyer's Breach on or before the Closing Date and (b) if Seller gives Buyer written notice of such claim at any breach time after the Closing Date for claims arising from or inaccuracy of any relating to Breach of the representations and warranties made by Buyer set forth in Section 7.2 of this Agreement; andContract. (ii) Buyer will not be liable for any failure by any of Losses arising from a Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy 's Breach unless and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements aggregate amount of Buyer and all Losses relating to all such Buyer's Breaches exceeds the Companies Threshold Amount, in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Partieswhich case Buyer, shall be deemed liable for the amount of all such Losses in excess of the Threshold Amount, subject to have waived any rights it a maximum aggregate liability for all such Losses in the amount of the Cap Amount provided that the Cap Amount shall not apply to the obligation of Buyer to perform or they may have under Section 2.3 with respect to any such Lossesotherwise discharge the liabilities other than Excluded Liabilities.

Indemnification by Buyer. (a) From Buyer shall indemnify the Shareholders and after their heirs (the Closing, subject to the limitations in Sections 8.2 and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller "Shareholders Indemnified Parties”") in respect of, and hold each of them harmless from and against against, any and all Losses that the Seller Indemnified Parties may suffer suffered, incurred or incursustained by any of them or to which any of them becomes subject, whether or not involving a Third Party Claim, resulting from, arising out of, or become subject relating to, as a result of or in connection with: (i) any misrepresentation or breach of any representation or inaccuracy warranty, or non-fulfillment of, or failure to perform, any covenant or agreement, on the part of Buyer contained in this Agreement or any of the representations other agreements executed in connection herewith (including, without limitation, any certificate delivered in connection herewith or therewith), and warranties made by Buyer in this Agreement; and (ii) any failure by products shipped or manufactured by, or services provided by, Buyer after the Closing Date; provided, however, that if and to the extent that any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements indemnification under this Agreement that are required Section 10.2(a) is unenforceable, Buyer shall make the maximum contribution to the payment and satisfaction of the indemnified Losses as shall be performed following the Closingpermissible under applicable Laws. (b) All No amounts of indemnity shall be payable as a result of a claim under Section 10.2(a)(i) hereof in respect of a breach of a representation or warranty in Article IV (other than a claim based upon fraud or willful or criminal misconduct or pursuant to Sections 4.1 (Organization and Good Standing) and 4.2 (Corporate Power and Authorization)), unless and until the Shareholders Indemnified Parties have suffered, incurred, sustained or become subject to Losses with respect thereto in excess of $5,000 in the aggregate, in which case the Shareholders Indemnified Parties shall be entitled to seek indemnity for the entire amount of such Losses; provided, however, that the aggregate indemnification obligation of Buyer for Losses in respect of such breaches of representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed under Article IV (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on other than claims based upon fraud or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party willful or criminal misconduct or pursuant to this Article VIII Sections 4.1 (whether or not resolved through the provisions hereofOrganization and Good Standing) and 4.2 (Corporate Power and Authorization) (as it relates to such Sections)) shall not be the subject of any adjustment pursuant limited to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesTwo Million One Hundred Thousand Dollars ($2,100,000).

Indemnification by Buyer. (a) From Buyer unconditionally, absolutely and after the Closingirrevocably agrees to and shall defend, subject to the limitations in Sections 8.2 indemnify and 8.6hold harmless Seller, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectivelyKilat, the “Seller Indemnified Parties”Shareholders and the successors, assigns, heirs and legal and personal representatives of Seller, Kilat and the Shareholders (Seller, Kilat, the Shareholders and such persons are collectively referred to as the "SELLER'S INDEMNIFIED PERSONS") harmless from and against against, and shall reimburse Seller's Indemnified Persons for, each and every Loss paid, imposed on or incurred by Seller's Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of any and all Losses that inaccuracy in any representation or warranty of Buyer under this Agreement, the Seller Indemnified Parties may suffer Loan Documents or incurany agreement, certificate or other document delivered or to be delivered by Buyer pursuant hereto in any respect, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy nonfulfillment of any covenant, agreement or other obligation of Buyer under this Agreement, the Loan Documents or any agreement, certificate or document to be delivered by Buyer pursuant hereto. With respect to matters not involving Proceedings brought or asserted by third parties against Seller's Indemnified Persons, within thirty (30) days after notification from Seller's Indemnified Persons supported by reasonable documentation setting forth the nature of the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of circumstances entitling Seller's Indemnified Persons to indemnity hereunder, the Buyer, the Companies at no cost or the AEC Subsidiary or the Buyer Parent Guarantor expense to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the ClosingSeller's Indemnified Persons, shall terminate on the Closingdiligently commence resolution of such matters in a manner reasonably acceptable to Seller's Indemnified Persons and shall diligently and timely prosecute such resolution to completion; PROVIDED, and (ii) after the ClosingHOWEVER, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to those valid claims that may be satisfied by payment of a liquidated sum of money and which are not disputed reasonably and in good faith by Buyer, Buyer shall promptly pay the amount so claimed. If litigation or any such Lossesother Proceeding is commenced or threatened, the provisions of SECTION 7.3 shall control over the immediately preceding sentence.

Indemnification by Buyer. (a) From Except as otherwise provided in Article X below and after the Closing, subject to the limitations in Sections 8.2 further provisions hereof, Buyer shall defend, indemnify and 8.6hold Seller, Buyerits respective successors and permitted assigns, hereby indemnifies and holds Seller their respective shareholders, members, partners (general and its limited), officers, directors, managers, Affiliatesemployees, shareholdersagents, membersand representatives, and each of their heirs, executors, successors and assigns (collectively, the “Seller Indemnified Parties”) ), harmless from and against and in respect of any and all Losses that the Seller Indemnified Parties may suffer or incur, or become subject to, as a result Damages arising out of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by contained in Article V hereof, (ii) any breach of any of the covenants of Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry outREGARDLESS OF THE SOLE, performJOINT, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the ClosingCONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF SELLER, BUYER OR ANY OTHER PARTY OR PERSON. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, Buyer’s indemnification obligations under Section 9.3 or otherwise shall terminate on upon expiration of the Closing, Survival Period and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties Buyer thereafter shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of the representations and warranties of Buyer only if such right is asserted in writing on no further obligation or before the Indemnification Termination Date in accordance with the terms of this Agreementliability whatsoever. (c) The indemnities provided in this Section 9.3 shall survive the Closing. The indemnity provided in this Section 9.3 shall be the sole and exclusive remedy of the Seller Indemnified Parties may only assert a claim for indemnification against the Buyer for at law or in equity relating to this Agreement in the transactions contemplated hereby, and shall be in lieu of any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claimand all other rights or claims which Seller my have. (d) All Losses claimed Seller shall give Buyer prompt written notice of any third party claim which may give rise to any indemnity obligation under this Section, together with the estimated amount of such claim, and Buyer shall have the right to assume the defense of any such claim through counsel of its own choosing, by a so notifying Seller Indemnified Party pursuant within sixty (60) days of receipt of Seller’s written notice; provided, however, that Buyer’s counsel shall be reasonably satisfactory to this Article VIII (whether or Seller. Failure to give prompt notice shall not resolved through affect the provisions hereof) indemnification obligations hereunder in the absence of actual prejudice. If Seller desires to participate in any such defense assumed by Buyer it may do so at its sole cost and expense. If Buyer declines to assume any such defense, it shall be liable for all costs and expenses of defending such claim incurred by Seller, including reasonable fees and disbursements of counsel. No party shall, without the prior written consent of the other parties, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the subject imposition of any adjustment pursuant to Section 2.3 hereof anda consent order, by making a claim for indemnification under this Article VIII, Seller, on behalf injunction or decree which would restrict the future activity or conduct of itself and the other Seller Indemnified Parties, shall be deemed to have waived parties or any rights it Subsidiary or they may have under Section 2.3 with respect to Affiliate thereof or if such settlement or compromise does not include an unconditional release of the other parties for any liability arising out of such Lossesclaim or demand.

Indemnification by Buyer. (a) From and after the ClosingBuyer agrees, subject to the limitations set forth in Sections 8.2 Section 10.4, to indemnify and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) hold Sellers harmless from and against any and all Losses that resulting from the Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy by Buyer of any of the representations and warranties made by warranties, covenants or agreements of Buyer contained in this Agreement; and (ii) any failure by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties If Sellers wish to claim indemnification under Section 10.3(a), Sellers shall promptly upon learning of such Indemnification Claim notify Buyer in this Agreement shall survive until writing of such Indemnification Claim stating in reasonable detail the nature and basis of the Indemnification Termination DateClaim (to the extent known) and a good faith estimate of the amount of such Indemnification Claim (to the extent estimable). All covenants and agreements In the event of Buyer and the Companies in this Agreement that are required to be performed a third party Indemnification Claim (i) prior Sellers shall deliver to the ClosingBuyer promptly following receipt thereof, shall terminate on the Closingcopies of all notices and documents relating to such third party Indemnification Claim, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties Buyer shall have the right to be indemnified assume the defense thereof and held harmless under Section 8.2(a)(iSellers shall have the right to participate (but not control) the defense of such Indemnification Claim with separate counsel, if they desire, at their own expense, (iii) Buyer and Sellers will cooperate in respect the defense of any such matter, (iv) (A) if Buyer does not assume control over the representations and warranties matter, Sellers shall not consent to the entry of any judgment or settlement without the prior written consent of Buyer only and (B) if such right is asserted in writing on Buyer assumes control over the matter, Buyer shall not consent to the entry of any judgment or before settlement without the Indemnification Termination Date in accordance with the terms prior written consent of this Agreement. Sellers (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) which shall not be unreasonably withheld or delay, except that Sellers may withhold their consent in their sole discretion if the subject judgment or settlement includes the imposition of any adjustment pursuant criminal liability or equitable remedy or would create any financial obligation on the part of Sellers for which they are not entitled to Section 2.3 hereof andindemnification hereunder), and (v) Buyer shall not have any obligation to Sellers if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of Sellers in the manner contemplated herein is prohibited by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Lossesapplicable law.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations in Sections 8.2 paragraph (b) below, from and 8.6after the Closing Date, Buyer shall indemnify and hold harmless Parent's Indemnified Persons from any and all Losses directly or indirectly incurred by or sought to be imposed upon them: (i) resulting from or arising out of any breach of any of the representations or warranties made by Buyer, in or pursuant to this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection with the Closing; (ii) resulting from or arising out of any breach of any covenant or agreement made by Buyer in or pursuant to this Agreement; or (iii) resulting from or arising out of any liability, payment or obligation in respect of any taxes owing by Buyer attributable to the Subject Assets of any kind or description (including interest and penalties with respect thereto) for all periods, or portions thereof, starting after the Closing Date; (iv) in respect of any liability or obligation of Seller expressly assumed by Buyer hereunder pursuant to Section 1.2(b); and (v) resulting from the conduct of Buyer in connection with operation of the business related to the Subject Assets after the Closing. (vi) for an amount equal to 50% of all liability directly or indirectly incurred by Parent after December 22, 1999 under the terms of the Lease. (b) The right to indemnification under paragraph (a) is subject to the following limitations: (i) Buyer shall have no liability under paragraph (a) above unless a Parent's Indemnified Person gives written notice to Buyer asserting a claim for Losses, including reasonably detailed facts and circumstances pertaining thereto, before the expiration of the period set forth below: (A) for claims under clause (i) of paragraph (a) above, two years from the Closing Date; (B) for claims under clause (ii) of paragraph (a) above, for so long as any claim may be made in respect of such matters under any applicable statute of limitations as it may be extended; and (C) for claims under clause (iii), (iv) and (v) of paragraph (a) and under Paragraph (c) below without limitation as to time. (ii) Indemnification for claims under paragraph (a)(i) above shall be payable only if the aggregate amount of all Losses by Seller's Indemnified Persons shall exceed $75,000 (the "Basket") at which point Buyer will be responsible for all Losses, including the Basket. Buyer's aggregate liability for indemnification under paragraph (a)(i) shall not exceed $500,000. (c) In the event that prior to Closing Parent is unable to obtain a full and unconditional release of its obligation to guarantee Seller's performance under that certain Lease dated June 8, 1998 between Burlington Crossing Office LLC and Manufacturing (the "Burlington Lease"), Buyer hereby indemnifies agrees to indemnify and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) hold harmless Parent from and against any and all Losses that losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees and the Seller Indemnified Parties may suffer or incur, or become subject to, as a result cost and expenses of enforcing such indemnification against Parent) arising out of or in connection with: (i) any breach based upon or inaccuracy of any of the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of Buyer, the Companies for or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect of Parent's guaranty of the representations Burlington Lease which may arise from and warranties of Buyer only if such right is asserted in writing on or before after the Indemnification Termination Date in accordance with the terms of this AgreementClosing Date. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Losses.

Indemnification by Buyer. (a) From and after the Closing, subject Buyer agrees to the limitations in Sections 8.2 indemnify and 8.6, Buyer, hereby indemnifies and holds hold harmless each Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless Group Member from and against any and all Losses that the Loss and Expense incurred by such Seller Indemnified Parties may suffer or incur, or become subject to, as a result of or Group Member in connection withwith or arising from: (i) any breach by Buyer, or inaccuracy any other failure of Buyer to perform, any of the representations and warranties made by Buyer its covenants, agreements or obligations in this Agreement or in any Buyer Ancillary Agreement; and; (ii) any breach of any warranty or the inaccuracy of any representation of Buyer contained or referred to in this Agreement or any certificate delivered by or on behalf of Buyer pursuant hereto; (iii) any material breach by Qualified Assignee of, or any other failure by of Qualified Assignee to perform in any material respect, any of Buyerits covenants, the Companies agreements or the AEC Subsidiary obligations in, or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge any of their respective covenants or agreements under this Agreement that are required contemplated to be performed following by Qualified Assignee under, this Agreement or in any Ancillary Agreement (including the Closing. (b) All representations Assignment and warranties Assumption Agreement), or any failure or inability of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies any material respect to cause Qualified Assignee to take, or not take, any action contemplated by or referred to in this Agreement or in any Ancillary Agreement (including the Assignment and Assumption Agreement) to be taken, or not taken, by Qualified Assignee (whether or not Buyer’s covenant hereunder is qualified by any efforts standard); or (iv) the failure of Buyer to perform any of the Assumed Liabilities and, except for claims in respect of which Parent is obligated to indemnify Buyer pursuant to Section 9.1, Buyer’s (or any successor’s or assignee’s) operation of the Business and/or the ownership and/or use of the Purchased Assets after the Closing Date. provided, however, that are Buyer shall not be required to be performed (i) prior indemnify and hold harmless pursuant to the Closing, shall terminate on the Closing, and clause (ii) with respect to Loss and Expense incurred by Seller Group Members until, and then only to the extent that, the aggregate amount of all such Loss and Expense exceeds $1,153,000; and, provided, further, that the aggregate amount that Buyer shall be required to indemnify and hold harmless pursuant to clause (ii) with respect to Loss and Expense incurred by Seller Group Members shall not exceed $23,056,000. The indemnification provided for in this Section 9.2 shall terminate one (1) year after the ClosingClosing Date (and no claims shall be made by any Seller Group Member under this Section 9.2 thereafter), except that the indemnification by Buyer shall survive continue in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(iany event as to: (A) in respect of the representations and warranties in Sections 4.2(a) and 4.2(b), as to which no time limitation shall apply other than the full period of any applicable statute of limitations; (B) the covenants of Buyer only if such right is asserted set forth in writing on Sections 6.1, 6.2, 11.2 or before 11.10, as to all of which no time limitation shall apply other than the Indemnification Termination Date full period of any applicable statute of limitations; (C) any Loss or Expense incurred by any Seller Group Member in connection with or arising out of the failure of Buyer to pay or perform any Assumed Liabilities, as to which no time limitation shall apply; and (D) any Loss or Expense of which any Seller Group Member has notified Buyer in accordance with the terms requirements of Section 9.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Section 9.2, as to which the obligation of Buyer for any matter not involving a third party by giving written notice to shall continue until the liability of Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party shall have been determined pursuant to this Article VIII (whether or not resolved through IX, and Buyer shall have reimbursed all Seller Group Members for the provisions hereof) shall not be the subject full amount of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under such Loss and Expense in accordance with this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such LossesIX.

Indemnification by Buyer. (a) From Buyer will, and after will cause each of the ClosingAcquired Companies to, subject to indemnify, defend and hold harmless each of the limitations in Sections 8.2 Members and 8.6, Buyer, hereby indemnifies and holds Seller and its officers, directors, managers, Affiliates, shareholders, members, successors and assigns each of their respective Representatives (collectively, the “Seller Indemnified PartiesGroup”) harmless from and against against, and pay or reimburse, as the case may be, the Seller Group for, any and all Losses that Damages actually (and as) incurred by any member of the Seller Indemnified Parties may suffer Group based upon or incurarising out of: (a) the breach by Buyer of any of Buyer’s representations and warranties contained in Article VII; (b) the breach by Buyer of any covenant or agreement of Buyer contained in this Agreement; (c) the assertion against any member of the Seller Group of any Liabilities of any of the Acquired Companies (other than any Closing Date Indebtedness or other Liabilities to the extent required to be indemnified by Sellers pursuant to Section 13.1 hereof); (d) any and all Liabilities of any of the Members relating to any of the Acquired Companies, the Business, the operation thereof, or become subject tothe assets of any of the Acquired Companies, as a including Liabilities under or related to any and all Financial Instruments set forth on Schedule 9.6(a) or Contracts set forth on Schedule 9.6(b) and other guaranties or obligations to perform or assure performance given or made by any of the Members relating to any of the Acquired Companies or the Business (but excluding each Seller’s obligations under this Agreement and each agreement entered into by such Seller pursuant to this Agreement, each Seller’s obligations that survive Closing under agreements in effect on the date hereof between such Seller and any Acquired Company (and no other third party) and any such Liabilities relating to any Closing Date Indebtedness or other Liabilities to the extent required to be indemnified by Sellers pursuant to Section 13.1 hereof), or the assertion against any member of the Seller Group of any such Liabilities; (e) any termination on or after the Closing Date of any employee of any of the Acquired Companies, or the assertion against any member of the Seller Group of any Liabilities with respect thereto; (f) any change on or after the Closing Date of the salary, bonus or other compensation of any employee of any of the Acquired Companies (from the salary, bonus or other compensation in effect for such employee immediately prior to the Closing Date), or the assertion against any member of the Seller Group of any Liabilities with respect thereto; (g) any discontinuance, suspension or modification by any of the Acquired Companies on or after the Closing Date of any employee benefit plan, agreement or arrangement in effect with respect to any employee or former employee of any of the Acquired Companies immediately prior to the Closing Date, or the assertion against any member of the Seller Group of any Liabilities with respect thereto; (h) any actions by Buyer or any of its Affiliates (including the Acquired Companies) on or after the Closing Date with respect to the Rockwell Scientific Company Pension Plan or the assets thereof that could result in any Liability on the part of or in connection with:any Member; or (i) any breach the ownership or inaccuracy operation of any of the representations and warranties made by Buyer in this Agreement; and (ii) any failure by any of BuyerAcquired Companies on or after the Closing Date, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry out, perform, satisfy and discharge assertion against any of their respective covenants or agreements under this Agreement that are required to be performed following the Closing. (b) All representations and warranties of Buyer in this Agreement shall survive until the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required to be performed (i) prior to the Closing, shall terminate on the Closing, and (ii) after the Closing, shall survive in accordance with their terms. The Seller Indemnified Parties shall have the right to be indemnified and held harmless under Section 8.2(a)(i) in respect member of the representations and warranties of Buyer only if such right is asserted in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreement. (c) The Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject Group of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 Liabilities with respect to any such Lossesthereto.

Indemnification by Buyer. (a) From and after the Closing, subject Subject to the limitations set forth in Sections 8.2 Section 8.4, the Buyer hereby agrees to indemnify and 8.6, Buyer, hereby indemnifies and holds hold Seller and its employees, officers, directors, managers, Affiliates, shareholders, members, successors and assigns affiliates (collectively, the “each a "Seller Indemnified Parties”Party") harmless from and against any and all Losses that the imposed upon or incurred by any Seller Indemnified Parties may suffer or incurParty (any of such Losses by Seller, or become subject to, a "Seller Claim") as a result of or in connection withwith any of the following: (i) any Any breach of a representation or inaccuracy of any of the representations and warranties warranty made by the Buyer in this AgreementAgreement or in any agreement or instrument executed in connection herewith or pursuant hereto; andprovided, that for purposes of this provision, a breach of a representation or warranty that is qualified by materiality or Material Adverse Effect shall be deemed to occur if there would have been a breach of such representation or warranty absent such qualification; (ii) any failure The breach of or default in the performance by any of Buyer, the Companies or the AEC Subsidiary or the Buyer Parent Guarantor to carry outof any covenant, perform, satisfy and discharge any of their respective covenants agreement or agreements under this Agreement that are required obligation to be performed following by the ClosingBuyer pursuant to this Agreement or any agreement or instrument executed in connection herewith or pursuant hereto; or (iii) The ownership or operation of the Assets from and after the Closing Date. (b) All representations and warranties Within thirty (30) days after receipt by a Seller Indemnified Party of notice of the commencement of an Action or other event giving rise to a seller claim (a "Seller Claim") with respect to which a Seller Indemnified Party may be entitled to indemnification, the party receiving such notice shall notify (the "Seller Claim Notice") Buyer in this Agreement writing of the commencement of such Action or the assertion of such Seller Claim; provided, however, that failure to give such notice shall survive until not affect the Indemnification Termination Date. All covenants and agreements of Buyer and the Companies in this Agreement that are required right to be performed (i) prior indemnification hereunder except to the Closing, extent of actual prejudice to Buyer. Buyer shall terminate on have the Closingoption, and (ii) shall notify each indemnified party in writing within ten business days after the Closingdate of the Seller Claim of its election, either: (A) to participate (at its own expense) in the defense of the Action or Seller Claim (in which case the defense of such Action or Seller Claim shall survive in accordance with their terms. The be controlled by the Seller Indemnified Parties Party) or (B) to take charge of and control defense of such Action or Seller Claim (at its own expense). If Buyer fails to notify the Seller Indemnified Party of its election within the applicable response period, then Buyer shall be deemed to have elected not to control the defense of such Action or Seller Claim. If Buyer elects to control the defense of any Action or Seller Claim, each Seller Indemnified Party shall have the right to employ separate counsel and participate in the defense of any such Action or Seller Claim, but the fees and expenses of such counsel shall be indemnified and held harmless under Section 8.2(a)(i) in respect at the expense of the representations Seller Indemnified Party unless: (1) the named parties in such Action or Seller Claim (including any impleaded parties) include both the Seller Indemnified Party and warranties Buyer and the Seller Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Buyer, or (2) Seller has reasonably determined that Losses that may be incurred may exceed either individually, or when aggregated with other Seller Claims, the Maximum Indemnity Amount (in which case, Buyer shall not have the right to assume the defense of such Action or Seller Claim on behalf of the Seller Indemnified Party, it being understood, however, that Buyer only if shall not, in connection with such right is asserted Action or Seller Claim be liable for the fees and expenses of more than one separate firm of attorneys (in writing on or before the Indemnification Termination Date in accordance with the terms of this Agreementaddition to any local counsel) and that such fees and expenses shall be reimbursed as they are incurred). (c) The If Buyer does not control the defense of any Action or Seller Indemnified Parties may only assert a claim for indemnification against Buyer for any matter not involving a third party by giving written notice to Buyer specifying in reasonable detail Claim, then the basis for such claim. (d) All Losses claimed by a Seller Indemnified Party pursuant or parties may settle such Action or Seller Claim with the prior written consent of Buyer (not to this Article VIII (whether or not resolved through the provisions hereof) shall not be the subject of any adjustment pursuant to Section 2.3 hereof and, by making a claim for indemnification under this Article VIII, Seller, on behalf of itself and the other Seller Indemnified Parties, shall be deemed to have waived any rights it or they may have under Section 2.3 with respect to any such Lossesunreasonably withheld).