Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) Buyer agrees to ------------------------ indemnify and defend Seller, its officers, directors, shareholders, agents hold harmless each Parent Group Member from and each of its against any and their Affiliates (the “Seller Indemnified Parties”) against, all Losses and agrees to hold it and them harmless from, any Losses Expenses incurred or suffered by any of the Seller Indemnified Parties relating to such Parent Group Member in connection with or arising out of any of the followingfrom: (ai) any breach of any warranty or any the inaccuracy in of any representation of Buyer contained or warranty made referred to in this Agreement or the certificate delivered by or on behalf of Buyer pursuant to this Agreement Section 10.1, in ------------ each case without regard to any exception for Material Adverse Effect, materiality or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementthe like contained therein; (bii) any breach of by Buyer of, or failure by Buyer to perform perform, any covenant or obligation of Buyer set out its covenants and obligations contained in this Agreement; (ciii) the Assumed Liabilities; (d) any claim by, or on behalf conduct of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising the operations of the Companies following the Closing Date (except for such matters for which Buyer Group Members are entitled to indemnification under Section 11.1, including ------------ indemnification in respect of the covenants contained in Sections 8.2, 8.3 ------------ --- and 8.4); --- (iv) subject to Section 8.4, any Guarantees of or by Parent or any ----------- Affiliate of Parent (other than the Companies) of obligations of any of the Companies referred to in Section 7.6 which Guarantees remain outstanding ----------- after the Closing Date. Notwithstanding anything herein contained ; (v) the Assumed Agreements to the contraryextent assumed by a Company pursuant to an Instrument of Assignment and Assumption and the Downers Grove Real Property Liabilities to the extent assumed by the Downers Grove Real Property Buyer pursuant to the Downers Grove Real Property Instrument of Assignment and Assumption, other than indemnification with except to the extent that any Losses or Expenses in respect thereof relate to or arise out of any breach of a representation, warranty or covenant contained in Articles VI and VII or ----------- --- relate to a matter as to which Buyer is indemnified pursuant to Section ------- 11.1(a) or (c); and ------- --- (vi) any costs of maintaining collateral, bonding and guarantees relating to workers' compensation, general liability, automobile liability and employee medical claims for or policies relating to occurrences on or prior to the failure of Closing Date attributable to the Companies and any amounts required to be paid by Parent under such collateral, bonding or guarantees resulting from a default by Buyer in its obligations to satisfy the Assumed Liabilitiespay such claims or pursuant to such policies; provided, however, that Buyer shall have no indemnification obligation be required to Seller indemnify and hold harmless -------- ------- under Section 10.3: (i11.2(a)(i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except Losses and Expenses incurred by Parent ------------------ Group Members only to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.that:

Indemnification by Buyer. Buyer agrees (a) From and after the Closing (with respect to indemnify and defend Seller, its officers, directors, shareholders, agents the Acquired Stores to be transferred on the Closing Date) and each of Subsequent Closing (with respect to the Acquired Stores to be transferred on such Subsequent Closing Date), and subject to Section 9.03, Section 9.05, Section 9.06, Section 9.08 and Section 10.01, Buyer shall indemnify, defend and hold harmless Seller and its and their Affiliates (collectively, the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, reimburse any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Party for, all Losses that such Seller Indemnified Party may suffer or arising out of any of the followingincur, or become subject to, as a result of: (ai) any breach of any warranty or any the inaccuracy in of any representation of Buyer contained or warranty made by Buyer pursuant referred to in this Agreement or any certificate, document, writing or instrument certificate delivered by or on behalf of Buyer pursuant hereto 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, any Subsequent Closing Date or the Distribution Center Closing Date (except that for representations and warranties that expressly relate to this Agreementa specified date, the inaccuracy in or breach of such representation or warranty will be determined with reference to such specified date); (bii) any breach of or failure by Buyer to perform any covenant of its covenants or obligation of Buyer set out obligations contained in this AgreementAgreement to be performed before, on or after the Closing (or such Subsequent Closing or Distribution Center Closing, as applicable); (ciii) any Assumed Liability; or (iv) the Assumed Liabilities;matters set forth in Section 2.01(g) and Section 6.01 with respect to which Buyer may be obligated to provide indemnification thereunder. (db) Notwithstanding any claim by, or on behalf other provision of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained this Agreement to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect Buyer shall not be required to indemnify, defend or hold harmless any claim Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 9.02(a)(i) until the aggregate amount of Seller Indemnified Parties’ Losses exceeds the Deductible Amount, after which Buyer shall only be obligated for such aggregate Losses of Seller gives notice to Buyer later than the twelve-month anniversary Indemnified Parties in excess of the Closing Date. With respect to Deductible Amount; and (ii) the cumulative indemnification obligation of Buyer under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations 9.02(a)(i) shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In in no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. From and after the Closing Date, Buyer agrees to shall indemnify and defend hold harmless Seller, its officersAffiliates and each of their respective employees, directors, shareholders, agents and each of its and their Affiliates representatives (collectively, the “Seller Indemnified Parties”) against), on an after-tax basis, from and agrees to hold it against any and them harmless fromall Loss and Litigation Expense which they, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to them, may suffer or incur as a result of or arising out of from any of the following: : (a) any misrepresentation or breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificatewarranty, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to perform any of its covenants or agreements contained in this Agreement, (c) the failure by Buyer to satisfy any liability or obligation which is an Assumed Liability, or (d) the Assumed Liabilitiesfailure of Buyer or its Affiliates to pay any other costs or expenses which are the responsibility of Buyer; provided, however, that Buyer shall have no indemnification obligation not be required to indemnify and hold harmless the Seller under Indemnified Parties pursuant to Section 10.3: (i9.3(a) with respect to any claim Loss and Litigation Expense incurred by the Seller Indemnified Parties until the amount of which Loss and Litigation Expense suffered by the Seller gives notice Indemnified Parties related to each individual Claim exceeds the Minimum Claim Amount; provided, further, however, that the aggregate amount that Buyer later than shall be required to indemnify and hold harmless the twelve-month anniversary of the Closing Date. With Seller Indemnified Parties pursuant to Section 9.3(a) with respect to indemnification under Section 10.3 for claims for all Loss and Litigation Expense incurred by all Seller Indemnified Parties shall not exceed the failure Cap; provided further, however, that the Cap shall not apply with respect to any Loss and Litigation Expense resulting from a breach of any Buyer Fundamental Representation or from fraud or intentional misrepresentation of Buyer to satisfy and the Assumed Liabilities, such indemnification obligations Minimum Claim Amount shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party not apply with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierLoss and Litigation Expense resulting from fraud or intentional misrepresentation of Buyer.

Indemnification by Buyer. The Asset Buyer agrees to and shall defend, indemnify and defend Sellerhold harmless Asset Seller and its managers, its officersmembers, directorsemployees, shareholdersagents, agents representatives and each of its and their Affiliates respective successors and assigns (collectively, the “Asset Seller Indemnified Parties”) againstharmless from and against any and all losses, damages, claims, actions, lawsuits, demands, proceedings, assessments, judgments, deficiencies, costs, expenses (including without limitation, reasonable attorneys’ fees and expenses), and agrees to hold it and them harmless fromgovernmental actions of every kind, any Losses incurred nature or suffered by any of the Seller Indemnified Parties relating to or arising description (collectively, “Losses”) which arise out of or relate to any of the following: : (a) the operation of the Business at any breach of time on or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; after the Closing Date; (b) any breach of any representation, warranty or failure covenant made by the Asset Buyer to perform any covenant or obligation of Buyer set out in this Agreement; ; (c) any failure by the Assumed Liabilities; Asset Buyer to materially perform, comply with or observe any one of more of its covenants, agreement or obligations contained in this Agreement; (c) liability arising from a breach or error by Asset Buyer in connection with the representations and warranties set forth in Section 5 and (d) any claim by, or transferee liability for which the Asset Seller Indemnified Parties become liable on behalf account of or with respect to, and any obligation of Asset Buyer incurred after Closing. If there is any indemnification claim hereunder, Asset Seller shall promptly cause notice of the claim to be delivered to the Asset Buyer provided that the failure to give such notice shall not affect the Asset Seller Indemnified Parties’ right to indemnification hereunder. The Asset Buyer shall defend such claim at their sole cost and expense with legal counsel chosen by Asset Buyer (subject to reasonable input from the Asset Seller). The Asset Seller and its counsel shall have the right to participate in the defense of any such claim at the Asset Seller’s sole cost and expense. If notice is given and the Asset Buyer fails to promptly assume or liability assert the defense of the claim in good faith, the claim may be defended, comprised or loss relating to, employees of settled by the Asset Seller without the Asset Buyer’s consent and the Asset Buyer employed in connection with the Business and arising after the Closing Dateshall remain liable under this Section 8. Notwithstanding anything herein contained any provision of this Section 8 to the contrary, : (a) the Asset Seller may retain control over the defense (at the cost of the Asset Buyer) of any claim hereunder if such claim is for injunctive or other than indemnification with respect equitable relief; and/or (b) if in the reasonable opinion of the Asset Seller there may be a conflict between the positions of the Asset Buyer and Asset Seller in conducting the defense of an action or that there may be legal defenses available to claims Asset Seller different from or in addition to those which counsel for the failure of Asset Buyer would be able to satisfy raise, the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Asset Seller shall be entitled to first maintain its own independent defense of such action and the reasonable fees and expenses of the Asset Seller’s counsel shall be paid by the Asset Buyer. Asset Buyer cannot settle a matter other than for dollar indemnificationdamages without the consent of Asset Seller. In Further notwithstanding any provision of this Agreement to the contrary, in no event shall Asset Buyer’s indemnification obligation under Section 10.3 liability to the Asset Seller Indemnified Parties, regardless of the cause or nature of the event giving rise to any such liability, exceed the total sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim Escrow Cash being held for Seller’s indemnification hereunder, no loss shall be deemed to have been sustained by such party as provided in Section (a) above except to the extent such claim or loss was caused by Buyer’s fraudulent misrepresentation or gross or intentional negligence in which event Seller shall be entitled to all remedies provided for under law or in equity. Unless otherwise provided herein, the limitation of (i) liability set forth in the immediate preceding sentence shall be applicable to direct damages only, it being understood and agreed by the Asset Seller Indemnified Parties that Asset Buyer shall not be responsible or liable for other types of damages, including, without limitation, consequential, special, incidental or any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party other types of damages even if Asset Buyer was advised of the likelihood of same from any third party, including but not limited to any insurance carrierthe Asset Seller Indemnified Parties.

Indemnification by Buyer. Buyer agrees to shall indemnify and defend Sellersave and hold the Seller and Principal Owners, its officerssuccessors, directors, shareholders, agents and each of its and their Affiliates assigns (the “Seller Indemnified PartiesIndemnitees”) against), harmless from and agrees to hold it against any and them harmless fromall damages, any Losses claims, demands, obligations, liabilities, losses, costs, expenses (including all reasonable attorneys’ fees and expenses of investigation incurred or suffered by any of the Seller Indemnified Parties relating to Indemnitees in any Action or proceeding between Buyer and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively, “Seller Losses”), whether or not in connection with a third-party claim, arising out of, resulting from or related to (each “Buyer’s Events of any of the following:Breach”): (ai) any breach of or any inaccuracy in any representation or warranty made by the Buyer pursuant to in this Agreement or the other Transaction Documents; and (ii) all acts and omissions in the conduct of the Company and the Business on and after Closing and indemnifies, and must keep indemnified, the Seller Indemnitees against any certificate, document, writing loss arising in respect of any such acts or instrument delivered omissions after Closing including liability arising out of defects in products sold or services provided by the Buyer pursuant after Closing. This indemnity extends to this Agreementliability that may arise as a result of any of the products so sold or advice given being defective; (biii) any breach of or failure by Buyer to perform any covenant or obligation other agreement made by Seller in Section 7(b) of this Agreement, provided, however, that Buyer shall not be liable to make any payment in respect of a claim for indemnification in respect of any breach of any representation or warranty made by the Buyer in this Agreement or the other Transaction Documents until the aggregate of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”), the Seller Indemnitees shall have the right to indemnification hereunder, and Buyer and/or its members shall be required to make payment to the Seller Indemnitees in respect of such claim to the full extent of such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value of Cash Consideration as set out in this Agreement; Agreement (c“Cap”), provided, however, that the Basket and Cap shall not apply (and Buyer and its members shall be fully liable) in the Assumed Liabilities; (d) case of any claim byclaims based on fraud, bad faith, criminal conduct, intentional misrepresentation, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: willful misconduct (i“Bad Conduct”) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third partyindemnification under Sections 12(a)(ii) and 12(a)(iii). Notwithstanding anything to the contrary in this Agreement, including but Seller Indemnitees’ right to indemnification in this Section 12(a) will not limited apply to any insurance carrierthe extent that the Seller Losses arise out of or in connection with a Seller Event of Breach.

Indemnification by Buyer. Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) 10.3 with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) After the Closing and subject to this Article VII, Buyer agrees to indemnify shall indemnify, defend and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (hold harmless the “Seller Indemnified Parties”) Indemnitees against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of reimburse the Seller Indemnified Parties relating to Indemnitees for, all Liabilities that the Seller Indemnitees may at any time suffer or arising out of any of the followingincur, or become subject to: (ai) any breach as a result of or any in connection with the breach or inaccuracy in of any representation or warranty made by Buyer pursuant to this Agreement set forth in Article IV or contained in any certificate, document, writing certificate or instrument delivered by Buyer pursuant to this Agreement;hereto; or (bii) as a result of or in connection with any breach of or failure by Buyer to perform any covenant of its covenants, agreements or obligation of Buyer set out obligations contained in this Agreement;. (cb) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilitiescontrary contained herein, Buyer shall have no indemnification obligation not be required to indemnify, defend or hold harmless the Seller under Indemnitees against, or reimburse the Seller Indemnitees for, any Liabilities pursuant to Section 10.3: 7.3(a)(i): (i) with respect to any claim of which Seller gives notice to Buyer later than until the twelve-month anniversary aggregate amount of the Closing Date. With Seller Indemnitees’ Liabilities for which the Seller Indemnitees are finally determined to be otherwise entitled to indemnification under Section 7.3(a)(i) exceeds the Deductible, after which Buyer shall be obligated for all the Seller Indemnitees’ Liabilities for which the Seller Indemnitees are finally determined to be otherwise entitled to indemnification under Section 7.3(a)(i) (but only Liabilities in excess of the Deductible) and (ii) in a cumulative aggregate amount with respect to indemnification under Section 10.3 for claims for 7.3(a)(i) exceeding the failure of Buyer Indemnification Cap. The foregoing limitation in this Section 7.3(b) shall not apply to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation any claim arising under Section 10.3 exceed 7.3(a)(ii) or any claim arising from the sum Fraud of the Buyer. (c) The Buyer shall not be required to indemnify, defend or hold harmless the Seller Indemnitees against, or reimburse the Seller Indemnitees for, any Liabilities pursuant to Section 7.3(a)(i) in a cumulative aggregate amount exceeding the Purchase Price. In case The foregoing limitation in this Section 7.3(c) shall not apply to any event claim arising from the Fraud of the Buyer. (d) The representations, warranties, covenants, agreements and obligations of Buyer and any Seller Indemnitee’s right to indemnification with respect thereto shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall not be affected or deemed to have been sustained waived by such party to the extent reason of (i) any tax savings realized investigation made by or on behalf of Seller Indemnitees (including by any of their respective Representatives) or by reason of the fact that such party with respect theretoSeller Indemnitee or any of such Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, (ii) the waiver of any after-tax proceeds received by such party from condition based on the accuracy of any third partyrepresentation or warranty, including but not limited to or on the performance of or compliance with any insurance carriercovenant, agreement or obligation or (iii) the Closing.

Indemnification by Buyer. (a) Buyer agrees to indemnify indemnify, defend and defend Sellerhold harmless Holdings and its affiliates and their shareholders, its officerspartners, directors, shareholdersofficers, agents employees, agents, successors and each assigns (a "Buyer Indemnified Party"), from and against all losses, damages, liabilities, deficiencies or obligations including, without limitation, (i) all Losses to which they may become subject as a direct result of: (x) any and all misrepresentations or breaches of its a representation herein or warranty or the nonperformance or breach of any covenant or agreement of Buyer contained herein; (y) the Liabilities that are not Excluded Liabilities; or (z) the ownership and their Affiliates operation of the assets of Midwest and the CATV Business after the Closing and (ii) any Taxes for which Buyer is responsible under Section 10.05 hereof. Any obligations of Buyer under the “Seller provisions of this Article shall be paid in cash promptly to a Buyer Indemnified Parties”) againstParty by Buyer. Notwithstanding anything contained herein to the contrary, the indemnification provided above shall apply as to any particular indemnity claim or series of related indemnity claims only to the extent that, and agrees only if, such indemnity claim or series of related indemnity claims equals or exceeds $100,000. In any event, the maximum aggregate amount that Buyer will be required to hold it pay under this Section 10.03(a) and them harmless from, any Losses incurred or suffered by any under Section 10.03(a) of the Seller Indemnified Parties relating to or arising out Asset Purchase Agreement in respect of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made all claims by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;all parties under both agreements is $250 million. (b) In the event that Buyer elects to proceed to Closing at any breach time that approvals and consents of Governmental Authorities to transfer franchises which represent less than 90% of the Combined Basic Subscribers shall not have been obtained, and prior to Closing Holdings and Midwest give written notice to Buyer and Merger Sub that they desire not to proceed to Closing, Buyer agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties, from and against all losses, damages, liabilities, deficiencies or failure by Buyer obligations including, without limitation, all Losses to perform any covenant or obligation which they may become subject as a result of Buyer set out in this Agreement;such election. (c) In no event will a claim to be indemnified by Buyer under the Assumed Liabilities; (d) any claim byAsset Purchase Agreement be entitled to indemnification under this Agreement. Holdings further acknowledges and agrees that, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after should the Closing Date. Notwithstanding anything herein contained to the contraryoccur, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) its sole and exclusive remedy with respect to any claim of which Seller gives notice and all claims relating to Buyer later than this Agreement and the twelve-month anniversary transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in this Section 10.03. In furtherance of the Closing Date. With respect foregoing, Holdings hereby waives, from and after the Closing, to indemnification the fullest extent permitted under Section 10.3 for applicable law, any and all rights, claims for the failure and causes of action it may have against Buyer to satisfy the Assumed Liabilitiesand its affiliates arising under or based upon any Federal, such indemnification obligations shall continue indefinitely state, local or foreign statute, law, ordinance, rule or regulation or otherwise (except pursuant to the extent reduced by applicable statutes of limitationindemnification provisions set forth in this Section 10.03), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) After the Closing, Buyer agrees to will save, defend and indemnify each Seller and defend Seller, its officersAffiliates and each of their respective employees, directors, shareholdersofficers, agents representatives, agents, successors and each of its and their Affiliates assigns (collectively, the “Seller Indemnified Parties”) from and against, and agrees to hold it and each of them harmless from, any and all Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the followingof, based upon, resulting from or incident to: (ai) any breach of or any inaccuracy in any representation or warranty made by Parent and Buyer pursuant to this Agreement Article V or any certificate, document, writing or instrument certificate delivered by Buyer pursuant to Section 7.02(g)(iii); and (ii) any breach of covenant or agreement made by Parent or Buyer under this Agreement;. (b) Notwithstanding anything to the contrary in this Agreement, the right to indemnification under this Article X is subject to the following limitations; provided, however, that the following limitations described in clauses (i) and (ii) below shall not apply to Losses arising out of fraud, knowing misrepresentation or willful or criminal misconduct: (i) Buyer shall not have any obligation to indemnify any Seller Indemnified Party from and against any Losses arising out of breaches or inaccuracies described in Section 10.03(a)(i) (other than as a result of a breach of or failure inaccuracy in a Fundamental Representation) until the Seller Indemnified Parties have suffered aggregate Losses by Buyer to perform any covenant reason of such breaches or obligation inaccuracies (including as a result of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf breaches of or with respect toinaccuracies in Fundamental Representations) in excess of the Threshold, and any obligation or liability or loss relating to, employees of Buyer employed in connection with which event the Business and arising after the Closing Date. Notwithstanding anything herein contained Seller Indemnified Party shall be entitled to the contrary, other than indemnification with respect to claims for the failure full amount of Buyer to satisfy such Losses from the Assumed Liabilitiesfirst dollar. For the avoidance of doubt, Buyer shall have no indemnification obligation to the Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect Indemnified Parties’ right to indemnification under Section 10.3 for claims for the failure 10.03(a)(i) as a result of Buyer to satisfy the Assumed Liabilities, such indemnification obligations a breach of or inaccuracy in a Fundamental Representation shall continue indefinitely (except not be subject to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or Threshold. (ii) any after-tax proceeds received by such party from any third partyThe maximum amount which the Seller Indemnified Parties may recover arising out of breaches or inaccuracies described in Section 10.03(a)(i) (other than as a result of a breach of or inaccuracy in a Fundamental Representation) shall be the Cap. For the further avoidance of doubt, including but the Seller Indemnified Parties’ right to indemnification under Section 10.03(a)(i) as a result of a breach of or inaccuracy in a Fundamental Representation shall not limited be subject to any insurance carrierthe Cap.

Indemnification by Buyer. In consideration of the Company's execution and delivery of the Transaction Documents and the Company's performance of the transactions contemplated thereunder, each Buyer agrees to shall severally but not jointly defend, protect, indemnify and defend Sellerhold harmless the Company, its officersofficers and directors (collectively, directorsthe "Company Indemnitees") from and against any and all actions, shareholderscauses of action, agents suits, claims, losses, costs, penalties, fees, liabilities and each of its damages, and their Affiliates expenses in connection therewith and including reasonable attorneys' fees and disbursements (the “Seller "Company Indemnified Parties”) againstLiabilities"), and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Company Indemnitee as a result of, or arising out of any of the following: of, or relating to (a) any material representation or breach of or any inaccuracy in any representation or warranty made by such Buyer pursuant to this Agreement in the Transaction Documents or any other certificate, documentinstrument or document contemplated hereby or thereby, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any material breach of or failure by Buyer to perform any covenant covenant, agreement or obligation of such Buyer set out contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that any Buyer shall not be jointly liable for the indemnification obligations of any other Buyer or investor and the Buyer subject to an indemnification obligation shall be liable under this Agreement; (cSection 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the Assumed Liabilities; (d) net proceeds to such Buyer as a result of the sale of Securities and Conversion Shares held by such Buyer. To the extent that the foregoing undertaking by a Buyer may be unenforceable for any claim byreason, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of such Buyer employed in connection with shall make the Business and arising after the Closing Date. Notwithstanding anything herein contained maximum contribution to the contrarypayment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law; provided, other than indemnification with respect to claims however, that any Buyer shall not be jointly liable for the failure indemnification obligations of any other Buyer or investor and the Buyer subject to satisfy the Assumed Liabilities, Buyer shall have no an indemnification obligation shall be liable under this Section 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the net proceeds to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to such Buyer later than the twelve-month anniversary as a result of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure sale of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, Securities and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained Conversion Shares held by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierBuyer.

Indemnification by Buyer. Buyer (referred to herein as the “Indemnifying Party”) agrees to defend, indemnify and defend hold harmless Seller, its officersany parent, directorssubsidiary or affiliate of Seller and any director, shareholdersofficer, agents and each employee, stockholder, agent or attorney of its and their Affiliates Seller or of any parent, subsidiary or affiliate of Seller (the each, an “Seller Indemnified PartiesParty”) against, from and agrees to hold it against and them harmless from, in respect of any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising Loss which arises out of any of the followingor results from: (a) 11.2.1 any breach by CMGR or CFG of or any inaccuracy in any covenant, representation or warranty made by Buyer herein; 11.2.2 the use and exploitation of the Assets after the Closing, including any actions pursuant to this Agreement Sections 6.4 and/or 7.6 above; 11.2.3 Claims by third parties with respect to any of the Assets arising out of the transfer of the Assets with or any certificate, document, writing or instrument delivered by Buyer without the consent of a third party as may be required pursuant to the terms and conditions of a third party’s agreement(s) with Liberation or Liberation’s predecessor(s)-in-interest (other than Storage Costs and any other costs and expenses which Seller agrees to bear under this Agreement), it being expressly understood and agreed that Buyer's indemnification pursuant to Section 11 shall not extend to any liabilities arising from or out of Liberation’s and/or Seller’s business activities that took place prior to the Closing;. (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) 11.2.4 the Assumed Liabilities;; and 11.2.5 Any costs of removal (d) any claim byexcluding Storage Costs), or on behalf of or with respect topost-Closing holdover costs, damages and expenses and any obligation injuries incurred by or liability in connection with Buyer’s access to and use of the premises of the Seller or loss relating toof Liberation in connection with due diligence and/or the transfer and removal of the Assets as contemplated herein. 11.2.6 As additional security to assure Seller that the Buyer fully complies with its obligations to Seller as set forth in this Section 11, employees Buyer shall at its own expense, establish a stock reserve account (the “Reserve Account”) in the name of a mutually approved Escrow Agent (the “Escrow Agent”) with the transfer agent of CMGR stock (“Transfer Agent”) into which Reserve Account Buyer employed shall deposit on the Closing Date a sufficient number of registered shares of CMGR common stock having a market value of at least One Hundred Thousand Dollars ($100,000.00) (the “Reserved Shares”) for sale of said Reserved Shares in accordance with the procedures set forth below. The Reserved Shares shall be sold from time to time by the Escrow Agent as may be necessary to reimburse Seller for all Covered Legal Expenses, as defined below. The parties will negotiate in good faith and enter into standard Escrow and Reserve agreements within two business days following the Closing Date, which shall contain, among other provisions, the deposit of the Reserved Shares with the Transfer Agent in the name of the Escrow Agent and the periodic sale thereof by the Escrow Agent in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation payment to Seller under Section 10.3: of its Covered Legal Expenses and the circumstances that would trigger the termination of the Escrow Agreement, as further described below. For purposes of the Reserve Account, "Covered Legal Expenses" shall mean the reasonable, actual, out-of-pocket legal fees and expenses incurred by Seller in connection with any Legal Action against any Seller Party. Five (i5) with respect business days after receipt by Escrow Agent and Buyer of reasonable documentation of such Seller Legal Expenses, Escrow Agent shall initiate the sale of the requisite amount of Reserved Shares to any claim pay for such Covered Legal Expenses and pay to Seller cash via wire transfer of which Seller gives notice immediately available funds an amount equal to such Covered Legal Expenses. Upon the earlier of (a) Seller’s written acknowledgement to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for that all such potential claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party resolved to the extent of (i) any tax savings realized by such party with respect theretoSeller’s satisfaction, or (iib) any after-tax proceeds received by such party one (1) year from any third partythe date of this Agreement, including but not limited the Escrow Agent will return all unsold Reserved Shares to any insurance carrierBuyer, and close the Reserve Account and the Escrow Account, and the obligations of the Buyer to the Seller pursuant to this Section 11.2.6. shall cease and terminate.

Indemnification by Buyer. (a) Buyer agrees to shall indemnify and defend SellerSeller and its Affiliates and their respective stockholders, its members, managers, officers, directors, shareholdersemployees, agents agents, successors and each of its and their Affiliates assigns (the “Seller Indemnified PartiesIndemnitees”) against, and agrees to shall hold it and them harmless from, any and all Losses resulting from, arising out of, or incurred or suffered by any of the Seller Indemnified Parties relating to Indemnitee in connection with, or arising out of any of the followingotherwise with respect to: (ai) the failure of any representation and warranty or other statement by Buyer contained in Article V of this Asset Purchase Agreement and the Buyer Closing Certificate to be furnished to Seller in connection with the transactions contemplated by this Asset Purchase Agreement to be true and correct in all respects as of the date of this Asset Purchase Agreement and as of the Closing Date as though such representation or warranty were made as of the Closing Date (except in the case of representations and warranties which by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such date), (ii) any breach of any covenant or agreement of Buyer contained in this Asset Purchase Agreement; and (iii) any inaccuracy in any representation or warranty made by Buyer pursuant failure to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;perform when due the Assumed Liabilities. (b) Buyer shall not be liable for any breach Loss or Losses pursuant to Section 10.3(a)(i) (“Seller Warranty Losses”) unless and until the aggregate amount of or failure all Seller Warranty Losses incurred by the Seller Indemnitees exceeds two hundred fifty thousand Dollars ($250,000), in which event Buyer to perform any covenant or obligation of Buyer set out in this Agreement;shall be liable for all Seller Warranty Losses from the first dollar. (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or The maximum aggregate liability or loss relating to, employees of Buyer employed in connection with under Section 10.3(a)(i) shall not exceed the Business and arising after the Closing DateCap Amount. Notwithstanding anything herein contained to the contrarycontrary elsewhere in this Asset Purchase Agreement, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (inothing contained in Sections 10.3(b) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss 10.3(c) shall be deemed to have been sustained by such party to the extent of (i) limit or restrict in any tax savings realized by such party with respect theretomanner any rights or remedies which Seller has, or (ii) any after-tax proceeds received by such party from any third partymight have, including but not limited to any insurance carrierat Law, in equity or otherwise, based on fraud or a willful misrepresentation hereunder.

Indemnification by Buyer. (a) Effective as of Closing, Buyer agrees to indemnify hereby defends, releases, indemnifies and defend Sellerholds harmless each Seller and all of its Affiliates, its and all of their respective members, shareholders, partners, officers, directors, shareholdersemployees, agents agents, representatives, subsidiaries, successors and each of its and their Affiliates assigns (collectively, the “Seller Indemnified PartiesIndemnitees”) against, from and agrees to hold it against any and them harmless from, any Losses incurred all Liabilities (whether or suffered by any of the Seller Indemnified Parties not relating to Third Party claims or arising out incurred in the investigation or defense of any of the following: same or in asserting, presenting or enforcing any of their respective rights hereunder) caused by, arising from, attributable to or alleged to be caused by, arising from or attributable to (ai) any the Assumed Obligations, (ii) the breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to of any of its representations or warranties contained in Section 6.02 of this Agreement or in any certificate, document, writing or instrument delivered certificate furnished by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with this Agreement, (iii) the Business and arising after the Closing Date. Notwithstanding anything herein breach by Buyer of its covenants or agreements contained to the contraryin this Agreement, other than indemnification with respect to claims for the failure of provided that Buyer to satisfy the Assumed Liabilities, Buyer shall have has no indemnification obligation to indemnify any Seller under Indemnitee for any Liability for which Sellers are obligated to indemnify the Buyer Indemnitees pursuant to Section 10.3: 12.03 and (iiv) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary incorporation of the Closing Date. With respect to indemnification under Section 10.3 for claims for Financial Statements (and the failure of Buyer to satisfy information reflected therein) into the Assumed Liabilities, such indemnification obligations shall continue indefinitely SEC Documents (except to the extent reduced by applicable statutes of limitationany material misstatement therein or material omission therefrom attributable to any Seller or Controlled Affiliate of a Seller). Notwithstanding anything to the contrary above, there shall be no minimum threshold, and Specified Affiliate of any Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed for the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of matters described in item (i) above, and no agent or representative of any tax savings realized by such party Seller (including any auditor) will be entitled to indemnification for the matters described in item (iv) above. (b) In addition to the indemnities set forth in Section 12.02(a), but subject to Sellers’ retention of the Retained Liabilities and any rights Buyer may have following the Closing with respect theretoto any Environmental Defect pursuant to Section 5.06 and any breach of the provisions of Section 6.01(l) and Section 6.01(r), effective as of the Closing, Buyer and its successors and assigns shall assume (as part of the Assumed Obligations), be responsible for, shall pay on a current basis and hereby defend, indemnify, hold harmless and forever release the Seller Indemnitees from and against any and all Liabilities arising from, based upon, related to or (ii) associated with any after-tax proceeds received by environmental condition or other environmental matter related or attributable to the Assets, regardless of whether such party from any third partyLiabilities arose prior to, on or after the Effective Time, including but not limited the presence, disposal or removal of any Hazardous Materials or other material of any kind in, on or under the Assets and including any Liability of any Seller Indemnitees with respect to the Assets under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §§ 9601 et. seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et. seq.), the Clean Water Act (33 U.S.C. §§ 466 et. seq.), the Safe Drinking Water Act (14 U.S.C. §§ 1401-1450), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et. seq.), the Toxic Substance Control Act (15 U.S.C. §§ 2601-2629), the Clean Air Act (42 U.S.C. § 7401 et. seq.) as amended, the Clean Air Act Amendments of 1990 and all state and local Environmental Laws, provided that Buyer has no obligation to indemnify any insurance carrierSeller Indemnitee for any Liability for which Sellers are obligated to indemnify the Buyer Indemnitees pursuant to Section 12.03.

Indemnification by Buyer. After the Closing, Buyer agrees to shall (a) indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) Sellers against, and agrees to shall hold it Sellers harmless from and them harmless fromagainst, any and all Losses incurred or suffered by any sustained by, or imposed upon, the Sellers based upon, arising out of or with respect to (i) the business of the Seller Indemnified Parties Companies and the Company Subsidiaries, (ii) any liability relating to or arising out of from the Feed Business (including, but not limited to, any of liability arising under Environmental Laws with respect to the following: Baltimore, Maryland site), other than the Excluded Canadian Liabilities, (aiii) any breach liability relating to or arising from the UK Reorganization (iv) Sellers’ provision of or coverage under any inaccuracy in any representation or warranty made by Buyer Benefit Plans after the Closing Date pursuant to this Agreement Section 5.5 or (v) the Purchased Canadian Assets and Assumed Canadian Liabilities, in each case regardless of whether the event giving effect to any certificate, document, writing such Losses occurred before or instrument delivered by Buyer pursuant to this Agreement; after the Closing and (b) any breach pay to Sellers the Buyer Additional Taxes, if any, promptly following the determination of or failure by Buyer the Notional Tax Amount in the Notional 2012 Tax Returns pursuant to perform any covenant or obligation Section 5.4(h) of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by; provided, or on behalf of or with respect tohowever, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification that Buyer’s obligation to Seller under Section 10.3: (i) with respect indemnify or make payment to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there Sellers shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party limited to the extent of Sellers’ failure to materially comply with the procedures or requirements set forth in Section 5.4(h) relating to the preparation of the Notional 2012 Tax Returns; and provided, further, that Buyer shall only be required to indemnify Sellers (ias a group) once for any tax savings realized by such party with respect theretoLoss that may be subject to more than one subsection of this sentence. For the avoidance of doubt, or (iiSection 8.1(b) does not constitute an indemnity for any after-tax proceeds received by such party from any third partyother Tax liabilities of the Sellers, including but and Buyer shall not limited be required to any insurance carrierindemnify Sellers under Section 8.1(a) to the extent the amount for which indemnification otherwise would be available is taken into account in the calculation of the Notional Tax Amount.

Indemnification by Buyer. In consideration of the Company's execution and delivery of the Transaction Documents and the Company's performance of the transactions contemplated thereunder, the Buyer agrees to shall severally and not jointly defend, protect, indemnify and defend Sellerhold harmless the Company, its officersofficers and directors (collectively, directorsthe "COMPANY INDEMNITEES") from and against any and all actions, shareholderscauses of action, agents suits, claims, losses, costs, penalties, fees, liabilities and each of its damages, and their Affiliates expenses in connection therewith and including reasonable attorneys' fees and disbursements (the “Seller Indemnified Parties”) against"COMPANY INDEMNIFIED LIABILITIES"), and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Company Indemnitee as a result of, or arising out of any of the following: of, or relating to (a) any material representation or breach of or any inaccuracy in any representation or warranty made by the Buyer pursuant to this Agreement in the Transaction Documents or any other certificate, documentinstrument or document contemplated hereby or thereby, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any material breach of or failure by Buyer to perform any covenant covenant, agreement or obligation of the Buyer set out contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that the Buyer shall not be jointly liable for the indemnification obligations of any other Buyer or investor and the Buyer subject to an indemnification obligation shall be liable under this Agreement; (cSection 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained net proceeds to the contraryBuyer as a result of the sale of Common Shares held by the Buyer. To the extent that the foregoing undertaking by a Buyer may be unenforceable for any reason, other than indemnification with respect the Buyer shall make the maximum contribution to claims the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law; provided, however, that the Buyer shall not be jointly liable for the failure indemnification obligations of any other Buyer or investor and the Buyer subject to satisfy the Assumed Liabilities, Buyer shall have no an indemnification obligation shall be liable under this Section 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the net proceeds to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to the Buyer later than the twelve-month anniversary as a result of the Closing Date. With respect to indemnification under Section 10.3 for claims for sale of Common Shares held by the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. Buyer agrees to shall indemnify and defend Seller, its affiliates, and each of their respective officers, directors, shareholders, employees and agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless fromfrom any loss, any Losses liability, claim, damage or expense (including reasonable legal fees and expenses) suffered or incurred or suffered by any such indemnified party to the extent arising from (i) any breach of any representation or warranty of Buyer contained in this Agreement or in any Schedule, certificate, instrument or other document delivered by it pursuant hereto, (ii) any breach of any covenant of Buyer contained in this Agreement, (iii) any breach of the covenant of Buyer contained in this Agreement obligating Buyer to immediately notify Seller Indemnified Parties relating to or arising out of any planned or intended closing of employment sites or layoff of employees, involving any Company's employment sites or employees existing immediately prior to the Closing, where such closing or layoff may or will be sufficient to invoke coverage of the Worker Adjustment and Retraining Notification Act of 1989 for such Company, (iv) any Assumed Liabilities, (v) any liabilities or obligations of any Company arising from violations of the covenants contained in Section 5B(d) and for which Seller did not give its consent, or (vi) any liabilities or obligations of any Company whether arising from events which occur prior to, on or after the Closing Date except to the extent Seller has breached any representation or warranty with respect thereto and except for any Excluded Liabilities. Buyer's obligation to indemnify under this Section 9(c) shall be subject to the following: (aA) any There shall be no limitation on the amount of liability for breach of representations contained in Section 6(a); (B) There shall be no limitation on the amount of liability for the Assumed Liabilities or for any inaccuracy in liabilities or obligations of any Company (whether arising from events which occur prior to, on or after the Closing Date) except to the extent Seller has breached any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;with respect thereto and except for Excluded Liabilities; and (bC) any breach of or failure by Buyer For all other obligations to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilitiesindemnify under Section 9(c), Buyer shall have no indemnification obligation to Seller under Section 10.3: be responsible only for claims or losses (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except exceeding $300,000.00 and only to the extent reduced by applicable statutes exceeding of limitation)$300,000.00, there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited of which Buyer is notified pursuant to any insurance carrierSection 17 within one year of the Closing.

Indemnification by Buyer. Following the Closing and subject to the terms and conditions of Article VIII and this Article IX, the Buyer agrees to indemnify Group will indemnify, defend and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Group from and against any and all Damages actually incurred by the Seller Group based upon or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificatecontained in Article V, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform of any covenant of its covenants or obligation of Buyer set out in this Agreement; agreements contained herein, (c) any Company Financial Assurance Instruments or Seller Credit Support Obligations issued in connection with the Assumed Liabilities; business of the Company Group that remains outstanding after the Closing Date, including (i) as a result of Parent, Seller, or any of their Affiliates being required to make any payment thereunder, and (ii) all of Parent’s and Seller’s costs and expenses of continuing to maintain such Company Financial Assurance Instruments or Seller Credit Support Obligations after the Closing Date, (d) any claim by, or suit brought against the Seller Group at any time on behalf or after the Closing Date relating to actions taken by Buyer or any member of the Company Group on or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained , including any claim or suit under the WARN Act to the contrary, other than indemnification with respect to claims for the failure extent of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification Buyer’s obligation to indemnify the Seller Group pursuant to Section 6.10 or any other requirement under Section 10.3: (i) with respect applicable Law which relates to actions taken by Buyer or the Company Group, at any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of time on or after the Closing Date. With respect , with regard to indemnification under Section 10.3 for claims for the failure any site of employment or one or more facilities or operating units within any site of employment of Buyer or the Company Group, and (e) the ownership or operation by Seller after the Closing and prior to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely Delayed Closing Date of the NJDEP Subsidiaries (except to the extent reduced by applicable statutes attributable to the gross negligence or willful misconduct of limitationSeller), there shall be no minimum threshold. Any party providing indemnification pursuant to this Article IX is referred to herein as an “Indemnifying Party”, and Seller shall be entitled any party seeking indemnification pursuant to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party this is referred to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierherein as an “Indemnified Party”.

Indemnification by Buyer. Subject to the other provisions of this ARTICLE 11 (Indemnification; Remedies), from and after Closing, Buyer agrees to indemnify will indemnify, defend and defend Sellerhold harmless Seller Parties and their respective Affiliates, its officers, directorsdirectors and employees (collectively, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) againstfor any Damages, and agrees to hold it and them harmless from, any Losses incurred or suffered the extent caused by any of the Seller Indemnified Parties relating to or arising out of any of the following: from: (a) any breach of or any inaccuracy in any representation or warranty made by of Buyer pursuant to contained in this Agreement or any certificatethe Other Transaction Documents, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out contained in this Agreement; Agreement or the Other Transaction Documents, (c) any Liabilities under the Assumed Liabilities; Welichem Agreement to the extent arising on or after the Closing Date or relating to any period on or after the Closing Date, (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller (e) any Third Party Claim based on or alleging infringement or misappropriation of such Third Party’s intellectual property arising under Section 10.3: or resulting from the Development, Manufacture or Commercialization of any Compound or Product after the Closing, or (if) with respect to any claim of which Seller gives notice to Buyer later than personal injury, death or property damage resulting from the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed LiabilitiesDevelopment, such indemnification obligations shall continue indefinitely Manufacture (except to the extent reduced of Manufacture by applicable statutes Seller Parties or their Affiliates pursuant to the Supply Agreements) or Commercialization of limitation)any Compound or Product arising from the Development, there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party Manufacture (except to the extent of Manufacture by Seller Parties or their Affiliates pursuant to the Supply Agreements) or Commercialization of such Compound or Product after the Closing. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (iI) any tax savings realized by such party with respect thereto, or IS NOT MATERIAL AND (iiII) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierWOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED.

Indemnification by Buyer. 5.1 In order to induce Seller to sell the Sale Assets pursuant to this Agreement, Buyer agrees to that it will indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any claims, demands, causes of the actions and liabilities asserted against Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising Sale Assets that accrue as a result of Buyer’s actions after the Closing Date. Notwithstanding anything herein contained (any such claim, demand, cause of action or liability subject to the contraryforegoing indemnity by Buyer shall be referred to herein as a “Buyer Indemnification Claim”). 5.2 Buyer’s obligation to indemnify Seller shall be subject to the following terms and conditions: A. Within thirty (30) days following Seller’s receipt of notice of any Buyer Indemnification Claim, other than indemnification with respect to claims for the failure Seller shall notify Buyer in writing of such Buyer to satisfy the Assumed LiabilitiesIndemnification Claim. Upon receipt of such notice, Buyer shall have no indemnification obligation undertake defense of the Buyer Indemnification Claim and Buyer shall confirm to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to in writing that Buyer later than the twelve-month anniversary accepts defense of the Closing Date. With respect Buyer Indemnification Claim. B. If Buyer fails to indemnification under Section 10.3 for claims for the failure notify Seller in writing within ten (10) days following Buyer’s receipt of a written notice of a Buyer to satisfy the Assumed LiabilitiesIndemnification Claim, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and then Seller shall be entitled to first dollar indemnificationundertake defense of the Buyer Indemnification Claim and Buyer shall reimburse Seller on demand for all costs, fees and expenses incurred by Seller in connection with such defense of the Buyer Indemnification Claim. In no event However, Buyer shall have a right to take over defense of the Buyer Indemnification Claim, at Buyer’s indemnification obligation under Section 10.3 exceed sole cost and expense, by delivering written notice to Seller to that effect. Seller agrees to cooperate with the sum transition of the Purchase Price. In case any event shall occur which would otherwise entitle either party defense of the Buyer Indemnification Claim to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierBuyer.

Indemnification by Buyer. (a) Subject to the limitations of Section 11.03(b), Buyer agrees to indemnify and defend in full Seller, and its officers, directors, shareholdersemployees, agents and each of its and their Affiliates stockholders (collectively, the “"Seller Indemnified Parties”") against, and agrees to hold it and them harmless from, against any Losses incurred or suffered by which any of the Seller Indemnified Parties relating may suffer, sustain or become subject to or arising out as a result of (i) any misrepresentation in any of the following: (a) any breach representations and warranties of or any inaccuracy Buyer contained in any representation or warranty made by Buyer pursuant to this Agreement or in any certificate, document, writing certificate or instrument other document delivered or to be delivered by Buyer pursuant to the terms of Section 8.02(f) of this Agreement;, (ii) any breach of, or failure to perform, any agreement of Buyer contained in this Agreement, (iii) any Claims or threatened Claims against Seller arising out of the actions or inactions of Buyer with respect to the ownership or operation of the Assets or the Business after the Closing, or (iv) any Claims or threatened Claims against Seller arising out of any breach, violation or failure to comply by Buyer after the Closing Date with CERCLA or any similar state "superfund" law, all as amended from time to time (collectively, "Seller Losses"). (b) Buyer shall be liable to the Seller Indemnified Parties for any breach 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 claim or failure by claims prior to the expiration of any applicable period specified in Section 11.01, and (ii) only if the aggregate amount of all Seller Losses exceeds the Basket Amount, in 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 up to the Maximum Amount, which shall constitute the maximum aggregate liability of Buyer to perform Seller under this Agreement; provided that, any covenant or obligation of Buyer set out in this Agreement; to indemnify Seller pursuant to clauses (cii), (iii) the Assumed Liabilities; or (div) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained Section 11.03(a) shall not be subject to the contrary, other than indemnification with respect to claims for the failure time limitation of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: clause (i) with respect of this sentence, the Basket Amount or the Maximum Amount limitation. A Seller Indemnified Party's failure to any claim of which Seller gives notice to Buyer later than provide the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced detail required by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of clause (i) in the preceding sentence shall not constitute either a breach of this Agreement by the Seller Indemnified Party or any tax savings realized by such party basis for Buyer to assert that the Seller Indemnified Party did not comply with the terms of this Section 11.03 sufficient to cause the Seller Indemnified Party to have waived its rights under this Section 11.03, unless Buyer demonstrates that its ability to defend against any Claims with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierthereto has been materially adversely affected.

Indemnification by Buyer. In consideration of the Company's execution and delivery of the Transaction Documents and the Company's performance of the transactions contemplated thereunder, each Buyer agrees to shall severally but not jointly defend, protect, indemnify and defend Sellerhold harmless the Company, its officersofficers and directors (collectively, directorsthe "COMPANY INDEMNITEES") from and against any and all actions, shareholderscauses of action, agents suits, claims, losses, costs, penalties, fees, liabilities and each of its damages, and their Affiliates expenses in connection therewith and including reasonable attorneys' fees and disbursements (the “Seller Indemnified Parties”) against"COMPANY INDEMNIFIED LIABILITIES"), and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Company Indemnitee as a result of, or arising out of any of the following: of, or relating to (a) any material representation or breach of or any inaccuracy in any representation or warranty made by such Buyer pursuant to this Agreement in the Transaction Documents or any other certificate, documentinstrument or document contemplated hereby or thereby, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any material breach of or failure by Buyer to perform any covenant covenant, agreement or obligation of such Buyer set out contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that any Buyer shall not be jointly liable for the indemnification obligations of any other Buyer or investor and the Buyer subject to an indemnification obligation shall be liable under this Agreement; (cSection 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the Assumed Liabilities; (d) net proceeds to such Buyer as a result of the sale of Securities and Conversion Shares held by such Buyer. To the extent that the foregoing undertaking by a Buyer may be unenforceable for any claim byreason, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of such Buyer employed in connection with shall make the Business and arising after the Closing Date. Notwithstanding anything herein contained maximum contribution to the contrarypayment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law; provided, other than indemnification with respect to claims however, that any Buyer shall not be jointly liable for the failure indemnification obligations of any other Buyer or investor and the Buyer subject to satisfy the Assumed Liabilities, Buyer shall have no an indemnification obligation shall be liable under this Section 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the net proceeds to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to such Buyer later than the twelve-month anniversary as a result of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure sale of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, Securities and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained Conversion Shares held by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierBuyer.

Indemnification by Buyer. (a) After the Closing occurs and subject to the survival provisions set forth in Section 11.1, the other limitations set forth in this Article 11 and the other terms and provisions of this Agreement, Buyer agrees to defend, indemnify and defend Sellerhold harmless the Piedmont Companies and their respective directors, its officers, directorsmembers, shareholdersmanagers, agents agents, Affiliates, representatives and employees (and each of its the heirs, representatives, successors and their Affiliates assigns of the foregoing) (collectively, the “Seller Indemnified Parties”) from, against, and agrees to hold it and them harmless in respect of all Losses resulting from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (ai) any Any inaccuracy in or breach of or any inaccuracy in any representation or warranty the representations and warranties made by Buyer in or pursuant to this Agreement Agreement, the Schedules or in any certificate, document, writing document or instrument delivered furnished by Buyer pursuant to the Piedmont Companies under this Agreement; (bii) any breach of or Any failure by Buyer to perform any covenant or obligation agreement set forth herein or in any certificate, document or instrument furnished by Buyer to the Piedmont Companies under this Agreement; and (iii) Any failure by Buyer to carry out, perform or otherwise fulfill any of Buyer set out the Assumed Liabilities. (b) Anything to the contrary in this AgreementAgreement notwithstanding, Buyer’s obligation to indemnify the Seller Indemnified Parties pursuant to Section 11.3(a) shall be subject to all of the following limitations: (i) Buyer shall not be required to indemnify or hold the Seller Indemnified Parties harmless under Section 11.3(a) until the aggregate amount of Losses for which Buyer is liable under Section 11.3(a) exceed an aggregate deductible of Fifty-Eight Thousand Two Hundred and Sixty Dollars ($58,260) and then only with respect to the amount of such Losses in excess of such amount; (cii) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and The Seller Indemnified Parties shall be entitled to indemnification only for those Losses arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim as to which the Seller Indemnified Parties have given Buyer written notice within the applicable Survival Period; (iii) Except for any claims involving any inaccuracy in or breach of which any representations and warranties of Buyer set forth in Section 5.2 (Authorization; Enforceability), if the liability of Buyer for claims asserted pursuant to Section 11.3(a) of this Agreement exceeds an aggregate amount equal to Eight Hundred Seventy-Three Thousand Nine Hundred and Five Dollars ($873,905), then Buyer shall have no further liability or obligation to indemnify or hold harmless the Seller gives notice Indemnified Parties under Section 11.3(a) of this Agreement, and except as set forth above, the Seller Indemnified Parties waive and release and shall have no recourse against Buyer in excess of such amount in connection with any claim asserted pursuant to Section 11.3(a) of this Agreement; and (iv) No Related Party of Buyer later than shall have (A) any personal liability to the twelve-month anniversary Seller Indemnified Parties as a result of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure breach or default of any representation, warranty, covenant or agreement of Buyer contained herein or otherwise arising out of or in connection with the transactions contemplated hereby or thereby or the operations of the Station or the Business or (B) any personal obligation to satisfy indemnify the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except Seller Indemnified Parties for any of the Seller Indemnified Parties’ claims pursuant to the extent reduced by applicable statutes of limitationSection 11.3(a), there and the Seller Indemnified Parties waive and release and shall be have no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum recourse against any of such Related Parties as a result of the Purchase Price. In case breach or default of any event shall occur which would representation, warranty, covenant or agreement of Buyer contained herein or otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to arising out of or in connection with the extent transactions contemplated hereby or thereby or the operations of (i) any tax savings realized by such party with respect thereto, the Station or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierthe Business.

Indemnification by Buyer. Buyer agrees to indemnify From and defend Sellerafter the Closing, Parent and its Affiliates, and its and their respective officers, directors, shareholdersemployees, agents agents, successors and each of its and their Affiliates assigns (the “Seller Parent Indemnified Parties”) against, shall be indemnified and agrees held harmless by Buyer for and against any and all Losses if and to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or extent arising out of, by reason of any of the followingor relating to: (a) any breach the failure of or any inaccuracy in any representation or warranty made by of Buyer pursuant set forth herein (or in any certificate delivered hereunder) to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementbe true and correct when made; (b) any breach of or failure by Buyer to perform perform, fulfill or comply with any covenant or obligation of Buyer set out in this Agreementforth herein; (c) events occurring on or after the Closing arising out of or related to the Business (other than (i) the Excluded Assets or Excluded Liabilities, (ii) until the “Closing” (as defined in the India Purchase Agreement), the Specified OUS Assets or Specified OUS Liabilities to be transferred at such “Closing”, (iii) until the applicable “Later Closing” (as defined in the India Purchase Agreement), the Specified Assets or Specified OUS Liabilities to be transferred at such applicable “Later Closing”, (iv) until the Delayed Closing Date, the Initial Purchased Assets or Initial Assumed Liabilities transferring at the Delayed Closing, and (v) until the applicable Later Closing, the applicable Later Purchased Assets or Later Assumed Liabilities); (d) any claim bythe Purchased Assets or the Assumed Liabilities (other than (i) the Specified OUS Assets or Specified OUS Liabilities, (ii) until the Delayed Closing Date, the Initial Purchased Assets or on behalf of or with respect toInitial Assumed Liabilities transferring at the Delayed Closing, and (iii) until the applicable Later Closing, the applicable Later Purchased Assets or Later Assumed Liabilities); (e) the matters set forth in Section 10.02(f) of the Seller Disclosure Schedule; and (f) the portion of any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained Employment Related Liabilities to the contraryextent not paid when required pursuant to Section 6.02(k); Notwithstanding the foregoing, other than indemnification in no event shall Buyer be required to indemnify or hold harmless any Parent Indemnified Party with respect to claims for the failure that portion of Buyer to satisfy the Assumed LiabilitiesLosses, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes arising out of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party or resulting from conditions existing or events occurring prior to the extent Closing (or in the case of (i) any tax savings realized by such party with respect theretoInitial Purchased Assets and Initial Assumed Liabilities transferred at the Delayed Closing, or prior to the Delayed Closing Date, (ii) the Specified OUS Assets or Specified OUS Liabilities to be transferred at the “Closing” (as defined in the India Purchase Agreement), prior to such “Closing” or (iii) the Specified OUS Assets or Specified OUS Liabilities to be transferred at any after-tax proceeds received by applicable “Later Closing” (as defined in the India Purchase Agreement), prior to such party “Later Closing”), for which a Buyer Indemnified Party is, or in the absence of the limitations set forth in Section 10.04 would be, entitled to indemnification from any third party, including but not limited to any insurance carrierParent and the Sellers under this Agreement.

Indemnification by Buyer. (a) Buyer agrees to indemnify indemnify, defend and defend Sellerhold harmless Sellers, its their Affiliates (other than the Companies) and their respective officers, directors, shareholdersmanagers, agents employees, agents, representatives, members, partners and each of its and their Affiliates stockholders (collectively the “Seller Indemnified Parties”) againstagainst any Loss, arising from, relating to or constituting (i) any breach or inaccuracy in any of the representations and warranties of Buyer contained in Article V or any closing certificate delivered by or on behalf of Buyer and Parent pursuant to this Agreement or (ii) any breach of any of the covenants or other agreements of Buyer and Parent contained in this Agreement (clauses (i) through (ii), collectively, “Seller Losses”). (b) Notwithstanding anything to the contrary in this Agreement, except for Buyer’s obligation to pay the Purchase Price to Sellers in accordance with Section 2.3(a) and Seller Losses arising from fraud or intentional misrepresentation on the part of Buyer, in no event shall Buyer be liable for aggregate Seller Losses in excess of the Purchase Price. (c) If a Seller Indemnified Party has a claim for indemnification under this Section 8.2, Seller Representative will deliver to Buyer one or more written notices of Seller Losses prior to the prior to the date that is [*] immediately following the Closing. Buyer will have no liability under this Section 8.2 unless the written notices required by the preceding sentence are given by the applicable deadline. Any written notice will state in reasonable detail the basis for such Seller Losses to the extent then known by Sellers and the nature of the Seller Loss for which indemnification is sought, and agrees to hold it and them harmless fromthe amount of the Seller Loss claimed, any Losses incurred or suffered if then known by any of the Seller Indemnified Parties relating to Parties. If such written notice (or arising out of any an amended notice) states the amount of the following: Seller Loss claimed and Buyer notifies Seller Representative that Buyer does not dispute the claim described in such notice or fail to notify Seller Representative within 20 Business Days after delivery of such notice by Seller Representative whether Buyer disputes the claim described in such notice, the Seller Loss in the amount specified in Seller Representative’s notice will be admitted by Buyer, and Buyer will pay the amount of such Seller Loss to Seller Representative (a) on behalf of the applicable Seller Indemnified Party).If Buyer has timely disputed its liability with respect to such claim, Buyer on the one hand and Seller Representative on the other will proceed in good faith to negotiate a resolution of such dispute for at least 30 days after delivery of Buyer’s notice, after which the Parties may pursue any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant remedy available to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to them under this Agreement; (b) . If a written notice does not state the amount of the Seller Loss claimed, such omission will not preclude any breach Seller Indemnified Party from recovering from Buyer the amount of or failure by Buyer Seller Loss with respect to perform the claim described in such notice if any covenant or obligation of Buyer set out such amount is promptly provided once determined. In order to assert its right to indemnification under this Article VIII, Sellers will not be required to provide any notice except as provided in this Agreement; (c) the Assumed Liabilities;Section 8.2(c). (d) Buyer will pay the amount of any claim by, or Seller Loss to Seller Representative (on behalf of or with respect to, the applicable Seller Indemnified Party) in cash within 10 Business Days following the determination of Buyer’s liability for and any obligation or liability or loss relating to, employees the amount of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained a Seller Loss (whether such determination [*] Please refer to footnote 1 on page 1 of this Exhibit 2.3 is made pursuant to the contraryprocedures set forth in this Section 8.2, other than indemnification with respect to claims for the failure of by agreement between Seller Representative and Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced or by applicable statutes of limitationCourt Direction), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) All representations and warranties of Buyer contained herein, or in any agreement, certificate or document executed by Buyer in connection herewith, shall survive the Closing for a period of two (2) years. All information contained in any Schedule furnished hereunder by Buyer shall be deemed a representation and warranty by Buyer made in this Agreement as to the accuracy of such information. (b) Subject to Section 10.18, Buyer agrees to indemnify and defend Sellerhold harmless Sellers and their respective stockholders, its officers, directorsemployees, shareholdersagents, agents successors and each of its and their Affiliates assigns (the “Seller Indemnified Parties”) against"SELLER INDEMNITEES"), from and agrees to hold it against any and them harmless from, any all Losses incurred or in connection with, suffered by any of the Seller Indemnified Parties relating to them, or asserted against any of them, arising out of any or based upon (i) the breach or failure of the following: (a) any breach of or any inaccuracy in any representation or warranty of Buyer contained herein, or in any agreement, certificate or document executed by Buyer in connection herewith, to be true and correct, (ii) the breach of any covenant or agreement of Buyer contained in this Agreement, (iii) Buyer's failure to discharge the Liabilities, (iv) any arrangements or agreements made or alleged to have been made by Buyer pursuant to this Agreement with any broker, finder or other agent in connection with the transactions contemplated hereby, or (v) any certificate, document, writing event or instrument delivered action by Buyer pursuant to this Agreement; (b) any breach of or failure to act by Buyer, occurring with respect to the Assets or the Businesses subsequent to the Closing Date but only to the extent that Buyer is not entitled to perform indemnification from any covenant of the persons or obligation entities referred to in Section 7.8 of Buyer set out in this Agreement;the Merger Agreement with respect to such event, action or failure to act. (c) the Assumed Liabilities; (d) any No claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than for indemnification with respect to claims for a breach of a representation and warranty shall be made by any Seller Indemnitee under this Agreement after the failure of Buyer applicable Survival Date unless prior to satisfy such Survival Date the Assumed Liabilities, Buyer Seller Indemnitee shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim given Buyer written notice of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no based upon actual loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect theretosustained, or (ii) potential loss anticipated, as a result of the existence of any after-tax proceeds received by claim, demand, suit, or cause of action against such party from any third party, including but not limited to any insurance carrierSeller Indemnitee.

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend InPhonic shall jointly and severally indemnify, defend, save and keep Seller, its officerssuccessors and assigns and its stockholders, directors, shareholdersofficers, agents Affiliates, representatives and each of its and their Affiliates employees (the “Seller Indemnified PartiesPersons”) against), harmless against and agrees to hold it and them harmless from, any Losses from all Damages sustained or incurred or suffered by any of the foregoing Seller Indemnified Parties relating to Persons as a result of or arising out of any or by virtue of the following: (ai) any breach of or any inaccuracy in any incorrect representation or warranty made by Buyer pursuant to this Agreement or InPhonic herein, in the Ancillary Agreements, the Buyer Disclosure Schedules or in any certificate, document, writing exhibit or instrument schedule delivered to Buyer in connection herewith; (ii) any breach of any covenant or obligation to be performed hereunder by Buyer pursuant or InPhonic; (iii) any third party claim arising from the Acquired Assets, the Assigned Contracts, or the transactions contemplated by this Agreement (relating to events occurring after to the Closing Date); (iv) any court, administrative or bankruptcy proceeding involving Buyer or InPhonic or otherwise relating to this Agreement;; or (v) fraud or willful misconduct of Buyer or InPhonic. *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. (b) As soon as practicable after obtaining Knowledge thereof, any breach Seller Indemnified Person shall notify Buyer of any claim or failure by Buyer demand which the Seller Indemnified Person has determined has given or could give rise to perform any covenant or obligation a right of Buyer set out in indemnification under this Agreement;. A failure to give such notice shall not negate a right to indemnification hereunder; provided, however, that the Seller Indemnified Person shall bear any amount of Damages resulting directly from a failure to give a timely notice. If such claim or demand relates to a claim or demand asserted by a third party against the Seller Indemnified Person and if Buyer acknowledges in writing its obligations to indemnify and hold harmless under this Section 7.2, Buyer shall have the right to employ such counsel that is reasonably acceptable to Seller to defend any such claim or demand asserted against the Seller Indemnified Person. The Seller Indemnified Person shall have the right to participate in the defense of any said claim or demand at its own cost and expense, provided that if the Seller Indemnified Person bears a greater risk of loss than Buyer, the Seller Indemnified Person shall control the defense of said claim or demand. (c) The Seller Indemnified Person shall make available to Buyer or its representatives all records and other materials required for use in contesting any claim or demand asserted by a third party against any Seller Indemnified Person. Whether or not Buyer so elects to defend any such claim or demand, the Assumed Liabilities;Seller Indemnified Person shall not have any obligation to defend any such claim or demand and the Seller Indemnified Person shall not waive any rights it may have against Buyer under this Section 7.2 with respect to any such claim or demand by electing or failing to elect to defend any such claim, provided that the Seller Indemnified Person against which a claim or demand is asserted in the first instance shall file in a timely manner any answer or pleading with respect to a suit or proceeding in such action as is necessary to avoid default or other adverse results. (d) any claim by, or on behalf Buyer and InPhonic’s indemnification obligations under this Agreement survive until the second anniversary of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection the Closing Date with the Business and arising after the Closing Date. Notwithstanding anything herein contained exception of any claims relating to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3following: (i) delivery of the Earn Out Payments in the Second Measuring Period, in which case the indemnification obligations shall survive until the earlier to occur of: (A) Seller’s receipt of Earn Out Payment with respect to the Second Measuring Period; or (B) the Parties’ determination that Seller is not to receive any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With Earn Out Payment with respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, Second Measuring Period; or (ii) any after-tax proceeds received Seller’s post Closing obligation or Liability to Echostar Satellite L.L.C. under that certain Assignment and Assumption Agreement by such party from any third partyand between VMC, including but not as “Assignor,” and Buyer, as “Assignee” (the “EchoStar Assignment”) in which case the indemnification obligations shall survive until VMC has no obligations under the EchoStar Assignment. (e) There shall be no liability for Buyer or InPhonic under this Section 7.2, unless the amount of Damages incurred by a Seller Indemnified Person exceeds the Deductible Amount. The Deductible Amount is recoverable along with all other amounts for Damages by a Seller Indemnified Person. Buyer’s and InPhonic’s collective liability to a Seller Indemnified Person under this Section 7.2 shall be limited to any insurance carrier$*** in the aggregate, other than Damages that result from failure to pay the Purchase Price, fraud or intentional misconduct, whereupon the Seller Indemnified Person may seek all additional remedies available at law or in equity. *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission.

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents hold harmless Sellers from and each of its against any and their Affiliates (all Loss and Expense incurred by Sellers up to the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Purchase Price in connection with or arising out from: (i) any breach by Buyer of any of the following: (a) any breach of its covenants or any inaccuracy agreements in any representation or warranty made by Buyer pursuant to this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Ancillary Agreement; (bii) any breach of or failure by Buyer to perform any covenant of its obligations in this Agreement or obligation in any Buyer Ancillary Agreement; or (iii) any breach of any warranty or the inaccuracy of any representation of Buyer set out contained or referred to in this Agreement; (c) the Assumed Liabilities; (d) Agreement or in any claim by, certificate delivered by or on behalf of or Buyer pursuant hereto; provided that, without limitation of Buyer’s indemnification obligations under clauses (i) and (ii) of this subsection (a), Buyer shall be required to indemnify and hold harmless under clause (iii) of this subsection with respect to, to Loss and any obligation or liability or loss relating to, employees Expense incurred by Sellers only to the extent that the aggregate amount of Buyer employed such Loss and Expense exceeds RMB100,000. (b) The indemnification provided for in connection with the Business and arising this Section 10.2 shall terminate two (2) years after the Closing Date. Notwithstanding anything herein contained to Date (and no claims shall be made by Sellers under this Section 10.2 thereafter), except that the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, by Buyer shall have no indemnification obligation to Seller under Section 10.3: continue as to: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure representations and warranties of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, set forth in Sections 5.1 and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or 5.2; and (ii) any after-tax proceeds received by Loss or Expense of which Sellers has notified Buyer in accordance with the requirements of Section 10.3 on or prior to the date such party from any third partyindemnification would otherwise terminate in accordance with this Section 10.2, including but not limited as to any insurance carrier.which the obligation of Buyer shall continue until the liability of Buyer shall have been determined pursuant to this Article X, and Buyer shall have reimbursed Sellers for the full amount of such Loss and Expense in accordance with this Article X.

Indemnification by Buyer. Buyer agrees to (a) Buyer, from and after the Closing, shall be liable for and shall indemnify each of Sellers and defend Seller, its officers, directors, shareholders, agents their Affiliates and each of its and their Affiliates respective Representatives (the “Seller Indemnified PartiesIndemnitees”) against, against and agrees to hold it and them harmless from, from any Losses Loss suffered or incurred or suffered by any of the such Seller Indemnified Parties relating to or Indemnitee arising out of any of the following: or resulting from (ai) any breach or inaccuracy of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect theretoherein, or (ii) any afterbreach or non-tax proceeds received by fulfillment of any covenant of Buyer contained herein. (b) Notwithstanding anything to the contrary contained herein, Buyer shall not have any liability under Section 9.3(a) for any Loss unless (i) the amount of the Loss (or series of related Losses) exceeds the De Minimis Amount and (ii) the aggregate amount of all Losses for which the Seller Indemnitees seek indemnification under Section 9.3(a) exceeds, on a cumulative basis, an amount equal to the Deductible, whereupon the Seller Indemnitees shall be entitled to only the amount of such party Losses that exceeds the Deductible; provided, however, that the De Minimis Amount and the Deductible shall not apply to any claim for indemnification arising out of or resulting from any third partyclaim based on Fraud or breach of any payment obligation under Article II or any Fundamental Representation of Buyer. (c) Notwithstanding anything to the contrary herein, including but the aggregate maximum liability of Buyer with respect to its indemnification obligations set forth in Section 9.3(a) shall be an amount equal to the Cap; provided, however, that the Cap shall not limited apply to any insurance carrierclaim for indemnification arising out of or resulting from any claim based on Fraud or breach of any payment obligation under Article II. Notwithstanding anything to the contrary herein, in no event shall aggregate maximum liability of the Buyer with respect to the indemnification obligations set forth in this Agreement exceed one hundred percent (100%) of the Purchase Price.

Indemnification by Buyer. (a) Subject to the limitations herein, Buyer agrees to indemnify indemnify, defend and defend Sellerhold harmless Sellers, its their Affiliates (other than the Companies) and their respective officers, directors, shareholdersmanagers, agents employees, agents, representatives, members, partners and each of its and their Affiliates stockholders (collectively the “Seller Indemnified Parties”) againstagainst any Loss, arising from, relating to or constituting (i) any breach or inaccuracy in any of the representations and warranties of Parent, US Sub and/or Canada Sub, as applicable, contained in Article V or any closing certificate delivered by or on behalf of Buyer pursuant to this Agreement or (ii) any breach of any of the covenants or other agreements of Buyer contained in this Agreement and all Exhibits hereto (clauses (i) through (ii), collectively, “Seller Losses”). (b) If a Seller Indemnified Party has a claim for indemnification under this Section 10.2, Sellers will deliver to Buyer one or more written notices of Seller Losses. Any written notice will state in reasonable detail the basis for such Seller Losses to the extent then known by Sellers and the nature of the Seller Loss for which indemnification is sought, and agrees to hold it and them harmless fromthe amount of the Seller Loss claimed, any Losses incurred or suffered if then known by any of the Seller Indemnified Parties relating to Parties. If such written notice (or arising out of any an amended notice) states the amount of the following: Seller Loss claimed and Buyer notifies Sellers that Buyer does not dispute the claim described in such notice or fail to notify Sellers within twenty (a20) Business Days after delivery of such notice by Sellers whether Buyer disputes the claim described in such notice, the Seller Loss in the amount specified in Sellers’ notice will be admitted by Buyer, and Buyer will pay the amount of such Seller Loss to Sellers (on behalf of the applicable Seller Indemnified Party). If Buyer has timely disputed its liability with respect to such claim, Buyer and Sellers will proceed in good faith to negotiate a resolution of such dispute for at least thirty (30) days after delivery of Buyer’s notice, after which the Parties may pursue any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant remedy available to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to them under this Agreement; (b) . If a written notice does not state the amount of the Seller Loss claimed, such omission will not preclude any breach Seller Indemnified Party from recovering from Buyer the amount of or failure by Buyer Seller Loss with respect to perform the claim described in such notice if any covenant or obligation of Buyer set out such amount is promptly provided once determined. In order to assert its right to indemnification under this Article X, Sellers will not be required to provide any notice except as provided in this Agreement;Section 10.2(b). (c) Buyer will pay the Assumed Liabilities; amount of any Seller Loss to Sellers (d) any claim by, or on behalf of or with respect to, the applicable Seller Indemnified Party) in cash within fifteen (15) Business Days following the determination of Buyer’s liability for and any obligation or liability or loss relating to, employees the amount of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained a Seller Loss (whether such determination is made pursuant to the contraryprocedures set forth in this Section 10.2, other than indemnification with respect to claims for the failure of by agreement between Sellers and Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced or by applicable statutes of limitationCourt Direction), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) Buyer hereby agrees to indemnify and defend Seller, hold harmless Seller and its officers, directors, shareholders, agents Affiliates from and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, against any Losses incurred as a result of, or suffered by based upon or arising out of: (i) any breach of, or any inaccuracy or misrepresentation in, any of the Seller Indemnified Parties relating to representations or arising out of warranties made by Buyer in this Agreement or any of the following:other agreement, statement or certificate delivered pursuant hereto; (aii) any breach of or violation by Buyer of any inaccuracy in any representation or warranty of the covenants made by Buyer pursuant to in this Agreement or any certificateother agreement, documentstatement or certificate delivered pursuant hereto; (iii) the operation of the School on or after the Closing Date; (iv) the Assumed Liabilities; and (v) any actions, writing judgments, costs and expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses incurred in investigating, preparing or instrument delivered by Buyer pursuant defending any litigation or proceeding, commenced or threatened) incident to any of the foregoing or the enforcement of this Agreement;Section 9.13. (b) The amount of any breach Losses for which Buyer is obligated to provide indemnification under Section 9.13(a) shall be net of or failure any insurance proceeds actually received (minus collection expenses incurred by Buyer to perform any covenant or obligation Seller and/or Owner in the pursuit of Buyer set out such insurance proceeds) by the Seller and/or Owner on account of such Losses. Nothing in this Agreement;Section 9.13(b) shall be deemed to obligate any Person to maintain any insurance or to pursue any claim against any insurer or third party. (c) To the Assumed Liabilities;extent that Buyer has satisfied any claim for indemnification under Section 9.13(a), the Buyer shall be subrogated to all rights of the Seller and/or Owner against any Person to the extent of the Losses that relate to such claim. Seller and/or Owner shall, upon written request by Buyer following the indemnification of Seller and/or Owner for such Losses, execute an instrument reasonably necessary to evidence such subrogation rights. (d) The amount of any claim by, or on behalf Losses for which indemnification is provided under Section 9.13(a) shall be net of or with respect to, and any obligation or liability or loss relating to, employees actual tax benefit received by Seller and/or Owner as a direct result of Buyer employed in connection with the Business and arising after the Closing Datesuch Losses. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, The Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim the burden of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have showing that an actual tax benefit has been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by the Seller and/or the Owner as a direct result of such party from any third party, including but not limited to any insurance carrierLosses.

Indemnification by Buyer. After the Closing, Buyer agrees to shall indemnify and defend Sellerhold Seller harmless against and with respect to, its officers, directors, shareholders, agents and each shall reimburse Seller for: 9.3.1 Losses resulting from any breach by Buyer of any representation or warranty set forth in Article 4; 9.3.2 Losses resulting from any breach by Buyer of any covenants and agreements contained in this Agreement; 9.3.3 Losses resulting from the Assumed Liabilities; and 9.3.4 (a) Losses resulting from Buyer’s breach of any of its covenants and their Affiliates agreements contained in Schedule 5.5, relating to the provision of services to Buyer by Leased Employees during the Lease Period, or any other Losses indemnifiable by Buyer under Schedule 5.5, (b) Losses related to the “Seller Indemnified Parties”) againstemployment of, or the termination of employment of, or the acts or omissions of, any Leased Employees during the Lease Period, and agrees to hold it and them harmless from, (c) any Losses incurred or suffered by any Seller that it would not have incurred or suffered if Buyer had hired the Business Employees as of the Seller Indemnified Parties relating to or arising out Closing Date rather than leasing the Business Employees during the Lease Period, except, in the case of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; clause (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; and clause (c) the Assumed Liabilities; (d) any claim by), or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: extent such Losses (i) are attributable to Seller’s failure to comply with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, covenants and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect theretoagreements in Schedule 5.5, or (ii) result from intentional wrongful acts on the part of Seller, any after-tax proceeds received by such party from of its Affiliates or any third partyof its employees who are not Leased Employees during the Lease Period; provided, including but not limited to that Seller shall pursue any insurance carrierrecovery available for such claimed Losses through applicable insurance policies and, to the extent Buyer already has reimbursed Seller for cash payments made by Seller in respect of such claims, Seller shall pay such third-party insurance proceeds to Buyer.

Indemnification by Buyer. (a) Buyer agrees to indemnify in full Sellers, their heirs, assigns and defend Sellerpersonal representatives (collectively, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against), and agrees to hold it and them harmless fromagainst any Losses, which Seller Indemnified Parties may suffer, sustain or become subject to, as a result of (i) any Losses incurred breach or suffered by inaccuracy in any of the Seller Indemnified Parties relating to or arising out representations and warranties of any of the following: (a) any breach of or any inaccuracy Buyer’s contained in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument closing certificate delivered by or on behalf of Buyer pursuant to this Agreement;, (ii) any breach of any of the agreements of Buyer contained in this Agreement, and (iii) any Liability of the Company for which none of the Sellers have any indemnification obligations hereunder or which none of the Sellers would have any indemnification obligations hereunder in absence of the passage of time, the Aggregate Cap or the Basket Amount (collectively “Seller Losses”). (b) any breach Buyer is liable to Seller Indemnified Parties for Seller Losses pursuant to Section 10.3(a)(i) only if the aggregate amount of or failure by all Seller Losses attributable to Section 10.3(a)(i) exceeds the Basket Amount, in which case Buyer will be obligated to indemnify the Sellers for the excess amount of Seller Losses. Provided further, the maximum amount of Liability of the Buyer to perform the Seller Indemnified Parties for any covenant or Seller Losses shall be the Aggregate Cap; provided, however that the Aggregate Cap and Basket Amount shall not limit Buyer’s obligation of Buyer set out to pay the Purchase Price in accordance with this Agreement;. Notwithstanding the Basket Amount and the Seller’s Aggregate Cap, the Buyer shall be fully liable for indemnification hereunder to each Seller in the event such Seller shall become liable for any Liability of the Company disclosed in the Latest Balance Sheet or which are incurred thereafter in the Ordinary Course of Business; any amounts owed to Sellers in accordance with Section 7.9; or any loss resulting from the willful misconduct or fraud of Buyer. (c) If Sellers have a claim for indemnification under this Section 10.3, the Assumed Liabilities;Sellers, or anyone of them, will deliver to Buyer one or more written notices of Seller Losses during the applicable survival period. Buyer will have no Liability under this Section 10.3 unless the written notices required by the preceding sentence are given during the applicable survival period. Any written notice will state in reasonable detail the basis for such Seller Losses to the extent then known by Sellers and the nature of Seller Loss for which indemnification is sought, and it may state the amount of the Seller Loss claimed. If such written notice (or an amended notice) states the amount of Seller Loss claimed and Buyer notifies Sellers that Buyer does not dispute the claim described in such notice or fails to notify Sellers within sixty (60) days after delivery of such notice by Sellers, or anyone of them, whether Buyer disputes the claim described in such notice, Seller Loss in the amount specified in Sellers’ notice will be admitted by Buyer, and Buyer will pay the amount of such Seller Loss to Sellers. If Buyer has timely disputed Liability with respect to such claim, Buyer and Sellers will proceed in good faith to negotiate a claim for indemnification of such dispute. If a resolution has not been reached within thirty (30) days after delivery of Buyer’s notice, Sellers may seek judicial recourse. If a written notice does not state the amount of Seller Loss claimed, such omission will not preclude Sellers from recovering from Buyer the amount of Seller Loss with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article X, Sellers will not be required to provide any notice except as set forth in this Section 10.3(c). (d) Buyer will pay the amount of any claim bySeller Loss to Sellers within thirty (30) days following the determination of a Buyer’s Liability for and the amount of a Seller Loss (whether such determination is made pursuant to the procedures set forth in this Section 10.3, by agreement between Sellers and the Buyer, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitationfinal adjudication), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. Buyer hereby agrees to indemnify indemnify, defend and defend Sellerhold harmless Seller and any parent, its officers, directors, shareholders, agents and each subsidiary or affiliate companies of its and their Affiliates Seller (the “"Seller Indemnified Parties”Group") against, and agrees to hold it and them harmless from any Damages arising by reason of or resulting from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: : (a) any breach of claim made against Seller or any inaccuracy in member of the Seller Group relating to the business, assets or operations of any representation or warranty made Vapor Group Member after the Closing Date other than claims which result from any breach by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; Seller of its representations and warranties; (b) any breach of any representation or failure by Buyer to perform any covenant or obligation warranty of Buyer set out contained in or made pursuant to this Agreement or under the terms of the Other Vapor Purchase Agreement; ; and (c) any breach or non-performance of any covenant to be performed by Buyer under this Agreement, the Assumed Liabilities; Other Vapor Purchase Agreement or any related document. Buyer's obligation to indemnify the Seller Group as set forth in the preceding paragraph shall be limited to the Damages (das defined above) arising from Claims (as defined above) and shall exclude Damages which may arise as a result of any claim by, reorganization or on behalf other legal restructuring of Seller or with respect to, the Seller Group and any obligation or in no event shall be deemed to increase the 87 liability or loss relating to, employees of Buyer employed beyond the actual Damages arising from any Claims. Buyer's obligation to indemnify and hold Seller harmless from and against any Damages incurred as a result of Claims described in connection with the Business Sections 9.04(a) and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification (c) hereof shall apply with respect to the full amount of any and all Damages incurred by Seller and the Seller Group as a result of such Claims. With respect to Damages incurred by Seller or any member of the Seller Group and arising from any claim or claims for the failure of Buyer to satisfy the Assumed Liabilitiesdescribed solely in Section 9.04(b) hereof, Buyer shall have no indemnification liability or obligation to indemnify and hold Seller under or any member of the Seller Group harmless from any Damages incurred by Seller or any member of the Seller Group except to the extent that the aggregate amount of the Damages incurred by Seller and the Seller Group arising from any such Claim or Claims described solely in Section 10.3: 9.04(b) hereof, exceeds Two Hundred Fifty Thousand Dollars (i$250,000.00) and then, only to the extent that the amount of such excess exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) (the "Seller Deductible"). Seller will notify Buyer as promptly as practicable with respect to each amount of Damages being counted by Seller -83- 88 towards the Seller Deductible and will provide Buyer with an annual statement of such sums. Notwithstanding anything to the contrary contained in this Section 9.04, Buyer shall have no obligation to indemnify Seller or the Seller Group with respect to any claim Damages incurred solely as a result of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Claims described in Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except 9.04(b) hereof to the extent reduced that the aggregate amount of the Damages incurred by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled or the Seller Group with respect to first dollar indemnification. In no event shall Buyer’s indemnification obligation under the Claims described solely in Section 10.3 exceed the sum of 9.04(b) hereof exceeds the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) Subject to the terms and conditions of this Agreement, Buyer agrees to will defend, indemnify and defend Sellerhold Seller and its Affiliates harmless from and against: (i) all claims, its officerslosses, directorsliabilities, shareholdersdamages, agents costs and each expenses (including without limitation reasonable fees and expenses of its attorneys incurred in investigation or defense of any third-party Action, but excluding fees, costs and their Affiliates expenses of attorneys, accountants, consultants or other experts or witnesses incurred in the investigation or prosecution of any non third-party Action) related to (the “Seller Indemnified Parties”A) against, and agrees to hold it and them harmless from, an Assumed Liability; (B) any Losses incurred or suffered by Buyer financing (including without limitation any of the Seller Indemnified Parties relating financing provided pursuant to or arising out under the Chase Commitment or the Natwest Commitment or any replacement financing); (C) any public or private offering of any of the following: debt or equity; or (aD) any breach of a representation and warranty or any inaccuracy covenant of Buyer in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; and (bii) any breach all costs and expenses of or failure by Buyer to perform any covenant or obligation Seller and its Affiliates (including without limitation reasonable fees and expenses of Buyer set out in this Agreement; (cattorneys) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed incurred in connection with the Business and arising successful enforcement of any rights of Seller or its Affiliates under the indemnity provided in this Section 9.02. (b) 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 hereunder (for purposes of this Section 9.02, a "Seller's Assertion"), Seller will notify Buyer in writing of the Closing Date. Notwithstanding anything herein contained Seller's Assertion, but the failure to so notify Buyer will not relieve Buyer of any liability it may have to Seller or its Affiliates, except to the contraryextent Buyer has suffered actual prejudice thereby. Buyer will be entitled to participate in the defense of such Seller's Assertion. If Buyer, other than indemnification 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 Seller's Assertion and if Buyer elects to do so, Buyer will also be 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 claims for the failure of any such Seller's Assertion, Seller will promptly provide Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3with: (i) with respect to notice and copies of any claim of which documents served upon Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, or its Affiliates; and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by all reasonable cooperation which Buyer deems necessary to defend such party from any third partySeller's Assertion, including but not limited without limitation providing Buyer and its outside attorneys access to any insurance carrier.potentially-relevant documents, information, or individuals within the control of Seller or Seller's Affiliates, other than any privileged documents. If business information of Seller or its Affiliates other than that pertaining to the Business is contained in such documents or information, Seller and Buyer will enter into appropriate secrecy commitments to

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents hold harmless Seller and each of its Group Company from and their Affiliates (the “Seller Indemnified Parties”) against, against any and agrees to hold it and them harmless from, any all Losses incurred by Seller or suffered by any of the Seller Indemnified Parties relating to Group Company in connection with or arising out of any of the followingfrom: (ai) any breach of any warranty or any the inaccuracy in of any representation of Buyer contained in Article VI or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument in the certificate delivered by Buyer to Seller pursuant to Section 10.1 of this Agreement; (bii) any breach of by Buyer of, or failure by Buyer to perform perform, any covenant or obligation of Buyer set out its covenants and obligations contained in this Agreement;; or (c) the Assumed Liabilities; (diii) any claim by, Taxes imposed upon or on behalf payable by any of the Group Companies for any Taxable Period (or with respect to, and portion thereof) that begins after the Closing Date or the portion of any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising Straddle Period after the Closing Date. (b) The indemnification provided for in Section 11.2(a) shall terminate on the Escrow Release Date (and no claims shall be made by any Seller Group Member under Section 11.2(a) thereafter), provided that the indemnification provided for in Section 11.2(a)(i) as it relates to Section 6.2 (Authority, Validity and Effect of Agreement) shall terminate upon the expiration of the statute of limitations related thereto, and as it relates to covenants shall terminate on the earlier to occur of the expiration of the period specified in the covenant or the expiration of the applicable statute of limitations. Notwithstanding anything herein contained The indemnification by Buyer shall continue as to any Losses of which any Seller Group Member has validly given a Claim Notice to Buyer in accordance with the requirements of Section 11.3 on or prior to the contrarydate such indemnification would otherwise terminate in accordance with this Section 11.2(b), other than indemnification as to which the obligation of Buyer shall continue solely with respect to claims for the failure specific matters in such Claim Notice until the liability of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation been determined pursuant to this Article XI, and Buyer shall have reimbursed Seller under Section 10.3: (i) for the full amount of such Losses that are payable with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party Claim Notice in accordance with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierthis Article XI.

Indemnification by Buyer. (a) After the Closing, Buyer hereby agrees to indemnify indemnify, defend and defend Seller, its officers, directors, shareholders, agents hold Seller harmless against and each of its and their Affiliates (the “Seller Indemnified Parties”) againstwith respect to, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the shall reimburse Seller Indemnified Parties relating to or arising out of any of the followingfor: (a1) Any and all losses, liabilities or damages resulting from any material breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement Agreement, or any material failure by Buyer to perform any covenant of Buyer set forth herein or in any certificate, document, writing document or instrument delivered to Seller under this Agreement; (2) Any failure by Buyer to pay, perform or discharge any and all Assumed Liabilities or any other liabilities of, or assumed by, Buyer pursuant to this Agreement; (b3) any breach Any litigation, proceeding or claim arising from the business or operations of the Assets on or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained ; and (4) Any and all out-of-pocket costs and expenses, including reasonable legal fees and expenses, incident to any action, suit, proceeding, claim, demand, assessment or judgment incident to the contraryforegoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification or in enforcing this indemnity. (b) Buyer's obligation to indemnify Seller under pursuant to Section 10.3: 10.3(a) shall be subject to all of the following limitations: (i1) Seller shall be entitled to indemnification only for those damages arising with respect to any claim of as to which Seller gives has given Buyer written notice within the appropriate time period set forth in Section 10.1 hereof for such claim. (2) Anything in this Agreement any applicable law to the contrary notwithstanding, it is understood and agreed by Seller that, other than with respect to Buyer later than the twelve-month anniversary (but not including any director, officer, employee, agent or Affiliate of Buyer), as expressly provided for in Section 10.3(b), no director, officer, employee, agent or Affiliate of Buyer shall have (I) any personal liability to Seller as a result of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure breach of any representation, warranty, covenant or agreement of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would contained herein or otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) personal obligation to indemnify Seller for any after-tax proceeds received by of Seller's claims pursuant to Section 10.3(a), and Seller waives and releases and shall have no recourse against any one of such party from parties described in this Section 10.3(b)(2) as the result of the breach of any third partyrepresentation, including but not limited to any insurance carrierwarranty, covenant or agreement of Buyer contained herein or otherwise arising out of or in connection with the transactions contemplated hereby or the operations of the Stations.

Indemnification by Buyer. Subject to the remainder of this Article 8, Buyer agrees to will indemnify and defend Seller, its officers, directors, shareholders, agents each Seller and each of its Seller’s Affiliates and their Affiliates respective Representatives (collectively, the “Seller Indemnified PartiesIndemnitees”) against, and agrees to hold it and each of them harmless fromfrom and against, and pay and reimburse each of them for, any and all Losses incurred or suffered by any of sustained by, or imposed upon, the Seller Indemnified Parties relating Indemnitees based upon, arising out of, with respect to or arising out of any of the followingby reason of: (a) any inaccuracy in or breach of any of the representations or any inaccuracy warranties of Buyer in any this Agreement as of the date such representation or warranty was made by Buyer pursuant to this Agreement or any certificateas if such representation or warranty was made on and as of the Closing Date (except representations and warranties that address matters as of a specified date, document, writing or instrument delivered by Buyer pursuant to this Agreement;the breach of which will be determined as of that specified date); or (b) any breach or non-fulfillment of or failure by Buyer to perform any covenant covenant, agreement or obligation of Buyer set out under this Agreement (other than any breach or non-fulfillment of any covenant, agreement, undertaking or obligation in this Agreement;Article 6, for which the sole remedy for any such inaccuracy in or breach thereof is pursuant to Article 6) that is not cured within 15 days of Buyer’s receipt of written notice from Seller detailing the nature of the breach, provided however, the cure period shall be extended for any curable breach that cannot be cured within such 15 day cure period, conditional upon Buyer’s making good faith effort to cure such breach. (c) any transaction expenses charged to Buyer that were not paid on or before the Assumed Liabilities;Closing Date. (d) any claim by, or on behalf Losses incurred by Seller Indemnitees in their capacity as a former equity holder of or with respect to, and any obligation or liability or loss relating to, employees the Epic Companies to the extent arising solely from the post-Closing operations of Buyer employed and the Epic Companies; provided that this indemnity shall not extend to any Losses arising from or in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrarywillful misconduct, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to fraud or gross negligence perpetrated by any Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierIndemnitee.

Indemnification by Buyer. (a) Subject to the limitations set forth in this Article XI, from and after the Closing, Buyer agrees to shall indemnify and defend Seller, its officers, directors, shareholders, agents the Stockholders and each of its their respective Affiliates, stockholders, members, managers, officers, directors and their Affiliates employees (the “Seller Indemnified PartiesStockholder Indemnitees”) against, and agrees to shall hold it and them such Stockholder Indemnitees harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or Loss resulting from, arising out of any of the followingof, or incurred by such Stockholder Indemnitees in connection with, or otherwise with respect to: (ai) any breach or alleged breach of, or any inaccuracy contained in, any representation and warranty of Buyer or Merger Subs contained in this Agreement or in any other document, certificate, schedule or instrument delivered or executed in connection herewith (ii) any breach of any covenant or any inaccuracy agreement of Buyer or Merger Subs contained in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;; and (iii) any Actions, demands or assessments incidental to any of the matters set forth in clauses (i) or (ii) above (including any proceeding commenced by a Stockholder Indemnitee for the purpose of enforcing its rights under this Article XI). (b) any No Stockholder Indemnitee may make a claim for indemnification pursuant to Section 11.3(a)(i) (other than with respect to a breach of a Fundamental Representation or failure by Buyer with respect to perform any covenant fraud, intentional misrepresentation or obligation willful misconduct), unless and until indemnifiable Losses exceed the Deductible, in which case the Stockholder Indemnitee may recover all indemnifiable Losses in excess of Buyer set out in this Agreement;the Deductible. (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained Subject to the contrary, other than indemnification with respect to claims for the failure last sentence of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under this Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation11.3(c), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In in no event shall Buyer’s indemnification obligation under Section 10.3 exceed Buyer be obligated to indemnify the sum Stockholder Indemnitee in any amount in excess of the Purchase Priceaggregate Merger Consideration, as may be adjusted for any Contingent Payment. In case Notwithstanding any event provision of this Agreement, nothing in this Agreement shall occur which would otherwise entitle either party to assert a claim limit the liability of Buyer may have for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, fraud or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierintentional misrepresentation or willful misconduct.

Indemnification by Buyer. Subject to the terms and conditions of this Section 6.03, Buyer agrees to indemnify shall indemnify, defend and defend Sellerhold harmless the Sellers (collectively, its officers, directors, shareholders, agents the “Sellers Shareholder Indemnitees”) from and each against any and all Damages incurred by any the Sellers Shareholders by reason of or resulting from any breach by Buyer of any of its representations, warranties, covenants or agreements contained in this Agreement (collectively “Sellers Shareholder Claims”). Notwithstanding the foregoing, the indemnification obligations of Buyer pursuant to this Section 6.03 shall be subject to the following limitations: (i) No indemnification shall be required to be made by Buyer pursuant to this Section 6.03 with respect to any Sellers Shareholder Claims to the extent that the aggregate amount of Damages incurred by the Sellers Shareholder Indemnitees exceeds One Hundred Thousand Dollars ($100,000.00) in total amount. (ii) No indemnification shall be required to be made by Buyer pursuant to this Section 6.03 with respect to any Sellers Shareholder Claims unless and their Affiliates until the aggregate amount of Damages incurred by the Sellers Shareholder Indemnitees with respect to all Sellers Shareholders Claims exceeds Two Hundred and Fifty Thousand and No/100 Dollars ($250,000.00), it being agreed and understood that, if such amount is exceeded, Buyer shall not be liable to the full extent of such Damages but shall be liable only to the extent that the aggregate amount of Damages incurred by the Sellers Shareholder Indemnitees exceeds Two Hundred and Fifty Thousand and No/100 Dollars ($250,000.00). (iii) The amount of Damages required to be paid by Buyer to the Sellers Shareholder Indemnitees pursuant to this Section 6.03 as a result of any Sellers Shareholder Claim shall be reduced to the extent of any amounts to which the Sellers Shareholder Indemnitees are entitled to receive pursuant to the terms of the insurance policies (if any) covering such Sellers Shareholder Claim. (iv) The amount of Damages required to be paid by Buyer to the Sellers Shareholder Indemnitees pursuant to this Section 6.03 as a result of any Sellers Shareholder Claim shall be reduced by the amount of any Tax benefit actually realized by the Sellers Shareholder Indemnitees as a result of such Sellers Shareholder Claim (the “Seller Indemnified PartiesSellers Shareholder Claim Reduction Amount”). (v) against, and agrees No indemnification shall be required to hold it and them harmless from, be made by Buyer pursuant to this Section 6.03 with respect to any Losses incurred Sellers Shareholder Claim arising out of or suffered by any resulting from the breach of the Seller Indemnified Parties representations and warranties of Buyer contained in Article III if Buyer can establish that the Sellers or Company had actual knowledge on or before the Closing Date of the event, occurrence, condition or circumstance constituting such breach. (vi) The indemnification obligations of Buyer pursuant to this Section 6.03 shall be limited to actual damages and shall not include incidental, consequential, indirect, punitive or exemplary damages. (vii) All indemnification obligations of Buyer shall be made in shares of Buyer Common Stock having a fair market value based upon the 60-Day Average Adjusted Price equal to the amount of such obligation. (viii) No indemnification shall be required for any Sellers Shareholder Claims relating to or arising out of any the liquidation and dissolution of the following: (a) any breach of Sellers or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificateCompany, documentincluding, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim bywithout limitation, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure or delay of Buyer Sellers or Company to satisfy effect or consummate such liquidation and dissolution or the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim tax treatment of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, liquidation and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierdissolution.

Indemnification by Buyer. From and after the Closing, and to the fullest extent permitted by law, Buyer agrees to indemnify shall indemnify, defend, and defend hold harmless Seller, its officersaffiliates and subsidiaries, and their respective partners, managers, directors, shareholders, agents officers, employees, agents, representatives, contractors, and each of its and their Affiliates subcontractors (the “collectively, "Seller Indemnified Parties”") againstfrom and against any and all liabilities, claims, losses, strict liability claims, demands, lawsuits, judgments, orders, fines, penalties, damages, punitive damages, expenses (including but not limited to reasonable attorneys' fees), costs, environmental assessments and clean-up costs, and agrees to hold it and them harmless from, any Losses incurred or suffered causes of action asserted by any of the Seller Indemnified Parties person or entity (collectively "Liabilities/Claims"), arising from or relating to or arising out of any of the followingto: (a) any Any inaccuracy in or breach of or any inaccuracy in any representation or warranty the representations and warranties made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementset forth in Article IV; (b) any breach Buyer's, its contractor's and/or agent's pre-Closing inspection of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreementthe Properties; (c) Any Contract assigned under this Agreement, to the Assumed extent such Liabilities/Claims relate to performance of the obligations of such Contract arising after the Closing Date; (d) any claim byThe possession, ownership, use, or on behalf operation of the Subject Interests in the Properties by Buyer or with respect toits successors or assigns after the Effective Time, and any obligation or liability the assumption of responsibilities hereunder by Buyer concerning the Subject Interests in Properties; (e) Buyer's proportionate share of soil contamination, water contamination, and/or other types of environmental damage or loss relating tocontamination in, employees of Buyer employed in connection with on, around, or under the Business Properties (collectively, "Environmental Contamination") and arising after from Buyer's assumption of the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification Assumed Obligations with respect to claims the Properties after the Closing; and (f) Any other matters for the failure of which Buyer has agreed to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to indemnify Seller under this Agreement. Buyer acknowledges that its obligations under this Section 10.3: 11.01 shall include, but not be limited to, losses, liabilities, claims, strict liability claims, lawsuits, fines, penalties, judgments, expenses (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to reasonable attorneys' fees), environmental remediation and clean-up costs, and damages that arise from or relate to common law principles and/or governmental laws, orders, directives, rules, regulations, orders, decrees, or other similar requirements that relate to environmental pollution, environmental control, or environmental matters of any insurance carrierkind, including, but not limited to, the Safe Drinking Water Act, 42 U.S.C. § 300f Et Seq.; the Federal Insecticide, Fungicide & Rodenticide Act, 7 U.S.C. § 136 Et Seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601 Et Seq.; the Oil Pollution Act Of 1990, 33 U.S.C. § 2701 Et Seq.; the Clean Water Act, 33 U.S.C. § 1251 Et Seq.; the Clean Air Act, 42 U.S.C. § 7401 Et Seq.; the Resource Conservation And Recovery Act, 42 U.S.C. § 6901 Et Seq.; the Comprehensive Environmental Response, Compensation And Liability Act, 42 U.S.C. § 9601 Et Seq., and any equivalent state laws, as each may be amended from time to time.

Indemnification by Buyer. (a) Buyer agrees to shall indemnify and defend SellerSeller and its Affiliates and their respective stockholders, its members, managers, officers, directors, shareholdersemployees, agents agents, successors and each of its and their Affiliates assigns (the “Seller Indemnified PartiesIndemnitees”) against, and agrees to shall hold it and them harmless from, any and all Losses resulting from, arising out of, or incurred or suffered 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, the Ancillary Agreements, the Buyer Disclosure Schedule 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 Seller Indemnified Parties relating to or arising out date of any this Agreement and as of the following: Closing Date; (aii) any breach of any covenant or agreement of Buyer contained in this Agreement, the Ancillary Agreements, the Buyer Disclosure Schedule or any inaccuracy certificate or other document furnished or to be furnished to Seller in connection with the transactions contemplated hereby and thereby; and (iii) any representation or warranty made by Buyer pursuant failure to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;perform when due the Assumed Liabilities. (b) any breach of or failure by Buyer Notwithstanding anything to perform any covenant or obligation of Buyer set out the contrary contained in this AgreementSection 10.3, the Seller Indemnitees shall be entitled to indemnification with respect to any claim for indemnification pursuant to Section 10.3(a): (i) only if the amount of Losses is not a De Minimis Claim; (cii) only if, and then only to the Assumed Liabilities;extent that, the aggregate Losses to all Seller Indemnitees, with respect to all claims for indemnification pursuant to Section 10.3(a) (other than De Minimis Claims), exceed the Deductible, whereupon (subject to the provisions of clause (iii) below) Seller shall be obligated to pay in full all such amounts but only to the extent such aggregate Damages are in excess of the amount of the Deductible; and *** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (diii) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification only with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims 10.2(a) made on or before the expiration of the survival period pursuant to Section 10.1 for the failure of Buyer to satisfy applicable representation or warranty, if a survival period is applicable (if the Assumed Liabilitiessurvival period is indefinite, such indemnification obligations this subsection (iii) shall continue indefinitely not apply). (except c) Notwithstanding anything to the extent reduced by applicable statutes of limitation)contrary contained in this Section 10.3 or elsewhere in this Agreement, there the Seller Indemnitees shall be no minimum threshold, and Seller shall not be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum aggregate Losses in excess of the Purchase Price. In case any event shall occur which would otherwise entitle either party Cap, except with regard to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierfraud.

Indemnification by Buyer. (a) The Buyer agrees Parties, jointly and severally, agree to indemnify indemnify, defend and defend Seller, its officers, directors, shareholders, agents and hold harmless each of its and their Affiliates (the “Seller Indemnified Parties”Party from and against any and all Losses incurred by such Seller Indemnified Party in connection with or arising from: (i) againstAny breach of any warranty or the inaccuracy of any representation of the Buyer Parties contained in Article VI; (ii) Any breach by the Buyer Parties of, and agrees or failure by the Buyer Parties to hold it and them harmless fromperform, any Losses incurred of their respective covenants and obligations contained in this Agreement or suffered the Buyer Ancillary Agreements; (iii) Any Taxes imposed upon or payable by any of the Seller Indemnified Parties relating Xxxxx Companies for any Taxable Period (or portion thereof) that began prior to or arising out of any of the following:Closing Date; or (aiv) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;Any Elite Claim. (b) any breach of or failure by Buyer Notwithstanding anything to perform any covenant or obligation of Buyer set out the contrary in this Agreement;, with respect to any Elite Claim, the Buyer Parties shall have no obligation to indemnify the Seller Indemnified Parties for any amounts in excess of fifty percent (50%) of the aggregate Losses suffered by the Seller Indemnified Parties with respect to such Elite Claim. (c) The indemnification provided for in this Section 11.2 shall terminate thirty (30) days immediately following the Assumed Liabilities; (d) Second Contingent Payment Date and no claims shall be made by any claim bySeller Indemnified Party under this Section 11.2 thereafter); provided, or on behalf however, that notwithstanding the foregoing the indemnification by the Buyer Parties under this this Section 11.2 shall continue as to any Losses of or with respect to, and which any obligation or liability or loss relating to, employees of Seller Indemnified Party has validly given a Claim Notice to Buyer employed in connection accordance with the Business and arising after requirements of Section 11.3 on or prior to thirty (30) days immediately following the Closing Second Contingent Payment Date. Notwithstanding anything herein contained , as to which the contrary, other than indemnification obligation of the Buyer Parties shall continue solely with respect to claims the specific matters in such Claim Notice until the liability of the Buyer Parties shall have been determined pursuant to this Article XI and the Buyer Parties shall have reimbursed such Seller Indemnified Parties for the failure full amount of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) such Losses that are payable with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party Claim Notice in accordance with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierthis Article XI.

Indemnification by Buyer. If the transactions contemplated by this Agreement are consummated, the Buyer agrees to indemnify and defend hold the Seller harmless against and in respect of any loss, damage, claim, cost or expense whatsoever, including any and all incremental out-of-pocket costs, including, without limitation, all reasonable legal and accounting fees, which the Seller may incur, suffer or be required to pay, pursuant to any claim, demand, action, suit, litigation, charge, complaint, prosecution or other proceeding of any nature or kind whatsoever (collectively a “Claim”) that may be made or asserted against or affect the Seller, its officersprovided, directorshowever, shareholders, agents and each that the subject matter of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating such claim relates to or arising arises out of any of or in connection with the followingfollowing matters: (a) any misrepresentation or breach of any warranty, agreement, covenant or any inaccuracy obligation of the Buyer contained in any representation or warranty made by Buyer pursuant to this Agreement or in any certificateagreement, documentschedule, writing certificate or instrument other document required to be entered into or delivered by the Buyer; (b) the Buyer’s failure to fulfil the terms of any of the Contracts, Equipment Leases or Leases which are assigned to the Buyer and which the Buyer has assumed pursuant to this Agreement; (bc) any breach of or failure by the Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilitiescomply with its agreements under Section 3.3; (d) any claim byamount payable to or in respect of any Employee for which the Buyer is responsible under Section 5.6; (e) the Purchased Assets or the Assumed Liabilities. (f) failure by the Buyer to file the election pursuant to section 167 of the Excise Tax Act in the manner and within the time limits prescribed under the Excise Tax Act. The obligation of the Buyer to indemnify the Seller as set forth in Section 6.2 (a)) for any loss, damage, claim, cost or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained expense shall be subject to the contrary, other than indemnification limitation period referred to in Section 4.5 with respect to claims for the failure survival of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, representations and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierwarranties.

Indemnification by Buyer. (a) If the Closing occurs, subject to the terms and conditions of this Section 6.3, including, without limitation, the limits on indemnity set forth in Section 6.3(c)(ii) hereof, Buyer agrees to shall, on an after-tax basis indemnify and defend Seller, its officers, directors, shareholders, agents and hold harmless each of its Seller and their Affiliates and their respective controlling persons, officers, directors and representatives (individually, "Seller Indemnitee" and collectively, "Seller Indemnities") from and will pay to any Seller Indemnitee the “amount (net of proceeds received by the Seller Indemnified Parties”Indemnitee from any form of insurance, indemnity or other source of reimbursement, or other offsets or benefits, including tax benefits, obtained) against, and agrees to hold it and them harmless from, of any Losses incurred arising directly or suffered by any of the Seller Indemnified Parties relating to indirectly from or arising out of any of the followingin connection with: (ai) any breach or violation of or any inaccuracy in any representation or warranty made by of Buyer pursuant to contained in this Agreement or a material breach of any certificate, document, writing agreement or instrument delivered by covenant or any material failure of Buyer pursuant to perform any of its obligations under this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (cii) the Assumed Liabilities; (d) any claim bypresence of hazardous substances or hazardous wastes on, under, above or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with from the Business and arising Real Property after the Closing Date, to the extent that such Losses are related to Buyer's use, operation or occupancy of the Real Property and to the extent that such Losses' were caused, contributed to or exacerbated by Buyer's activities, operations or omissions; or (iii) any claim made for severance pay or other remuneration related to termination of employment occurring on or after the Closing Date. (b) The following procedures will govern indemnification of all claims against Buyer under this Agreement: (i) A Seller Indemnitee seeking indemnification hereunder shall give written notice to Buyer of any matter with respect to which the Seller Indemnitee seeks to be indemnified (the "Seller Indemnity Claim") prior to the expiration of the applicable survival period specified in Section 12.8. Such notice shall state the nature of the Seller Indemnity Claim and, if known, the amount of the Loss. If the Seller Indemnity Claim arises from a claim of a third party, the Seller Indemnitee shall give such notice within a reasonable period of time after the Seller Indemnitee has actual notice of such claim,and in the event that a suit or other proceeding is commenced, within 20 days after receipt of written notice by the Seller Indemnitee thereof. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of a Seller Indemnitee to give timely notice of a Seller Indemnity Claim shall not bar such Seller Indemnity Claim except and to the extent that the failure to give timely notice has materially impaired the ability of Buyer to satisfy defend the Assumed LiabilitiesSeller Indemnity Claim or the time period for claiming indemnification has expired. (ii) Promptly after receipt by a Seller Indemnitee of notice of the commencement of any Proceeding, the Seller Indemnitee shall, if a claim in respect thereof is to be made against Buyer shall have no indemnification obligation to Seller under this Section 10.3: (i) with respect to any claim of which Seller gives 6.3, give written notice to Buyer later than the twelve-month anniversary of the Closing Datecommencement thereof. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunderparticipate in such Proceeding and, no loss shall be deemed to have been sustained by such party to the extent that Buyer may wish, to assume the defense thereof. If Buyer elects to assume the defense of (i) any tax savings realized by such party Proceeding, the Seller Indemnitee shall cooperate in the defense of such Proceeding. Buyer shall pay such Seller Indemnitee's reasonable out-of-pocket expenses incurred in connection with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.such

Indemnification by Buyer. (a) From and after the Closing, Buyer agrees to indemnify in full Sellers and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless against any Loss, incurred prior to the date referred to in Section 11.4, arising from, relating to or constituting (i) any Losses incurred breach or suffered by inaccuracy in any of the Seller Indemnified Parties relating to or arising out representations and warranties of any of the following: (a) any breach of Buyer contained in this Agreement or any inaccuracy in any representation closing certificate delivered by or warranty made by on behalf of Buyer pursuant to this Agreement or (ii) any certificate, document, writing or instrument delivered by breach of any of the agreements of Buyer pursuant to contained in this Agreement;Agreement (“Seller Losses”). (b) any breach Buyer will be liable to Sellers for Sellers Losses pursuant to Section 11.2(a) (i) only if the aggregate amount of all Sellers Losses attributable to Section 11.2(a)(i) exceeds $500,000 (five hundred thousand dollars) (the “Sellers’ Basket Amount”), in which case Buyer will be liable for the aggregate amount of all such Sellers Losses; provided, that, the Buyer’s liability will be limited to those circumstances described in Section 11.2(a)(i) and 11.2(a)ii from Sellers Losses arising from fraud or failure intentional misrepresentation (dolo, mxxx xx, culpa) by Buyer to perform any covenant in connection with this Agreement or obligation of Buyer set out in this Agreement;the transactions contemplated hereby. (c) Buyers will not be liable to Sellers for indemnification pursuant to this Agreement in an aggregate amount in excess of the Assumed Liabilities;Purchase Price. (d) any If Sellers have a claim byfor indemnification under this Section 11.2, Sellers will deliver to Buyer one or on behalf more written notices of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained Sellers Losses prior to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month first anniversary of the Closing Date. With Buyer will have no liability under this Section 11.2 unless the written notices required by the preceding sentence are given in a timely manner. Any written notice will state in reasonable detail the basis for such Sellers Losses to the extent then known by Sellers and the nature of Sellers Loss for which indemnification is sought, and it may state the amount of Sellers Loss claimed. If such written notice (or an amended notice) states the amount of Sellers Loss claimed and Buyer notifies Sellers that Buyer does not dispute the claim described in such notice or fails to notify Sellers within twenty (20) Business Days after delivery of such notice by Sellers whether Buyer disputes the claim described in such notice, Sellers Loss in the amount specified in Sellers’ notice will be admitted by Buyer, and Buyer will pay the amount of such Sellers Loss. If Buyer has timely disputed its liability with respect to such claim, Buyer and Sellers will proceed in good faith to negotiate a resolution of such dispute. If a written notice does not state the amount of Sellers Loss claimed, such omission will not preclude Sellers from recovering from Buyer the amount of Sellers Loss with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article XI, Sellers will not be required to provide any notice except as provided in this Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation11.2(d), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents hold harmless Seller from and each of its against any and their Affiliates (all Loss and Expense incurred by Seller up to the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Purchase Price in connection with or arising out from: (i) any breach by Buyer of any of the following: (a) any breach of its covenants or any inaccuracy agreements in any representation or warranty made by Buyer pursuant to this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Ancillary Agreement; (bii) any breach of or failure by Buyer to perform any covenant of its obligations in this Agreement or obligation in any Buyer Ancillary Agreement; or (iii) any breach of any warranty or the inaccuracy of any representation of Buyer set out contained or referred to in this Agreement; (c) the Assumed Liabilities; (d) Agreement or in any claim by, certificate delivered by or on behalf of or Buyer pursuant hereto; provided that, without limitation of Buyer’s indemnification obligations under clauses (i) and (ii) of this subsection (a), Buyer shall be required to indemnify and hold harmless under clause (iii) of this subsection with respect to, to Loss and any obligation or liability or loss relating to, employees Expense incurred by Seller only to the extent that the aggregate amount of Buyer employed such Loss and Expense exceeds RMB100,000. (b) The indemnification provided for in connection with the Business and arising this Section 10.2 shall terminate two (2) years after the Closing Date. Notwithstanding anything herein contained to Date (and no claims shall be made by Seller under this Section 10.2 thereafter), except that the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, by Buyer shall have no indemnification obligation to Seller under Section 10.3: continue as to: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure representations and warranties of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, set forth in Sections 5.1 and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or 5.2; and (ii) any after-tax proceeds received by Loss or Expense of which Seller has notified Buyer in accordance with the requirements of Section 10.3 on or prior to the date such party from any third partyindemnification would otherwise terminate in accordance with this Section 10.2 , including but not limited as to any insurance carrierwhich the obligation of Buyer shall continue until the liability of Buyer shall have been determined pursuant to this Article 10 , and Buyer shall have reimbursed Seller for the full amount of such Loss and Expense in accordance with this Article 10 .

Indemnification by Buyer. Buyer agrees to shall indemnify and defend SellerSellers, its their respective Affiliates, officers, directors, shareholders, employees and agents against and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, from any Losses suffered or incurred or suffered by any of such indemnified party to the Seller Indemnified Parties relating to or extent arising out of any of the following: from (ai) any breach of or any inaccuracy in any representation or warranty made by of Buyer pursuant to contained in this Agreement, the Tulare Facility License Agreement and the Lease Agreement or any certificateof Kraft Jacoxx xx the UK Asset Purchase Agreement which survives the Closing, document, writing or instrument delivered by Buyer pursuant to this Agreement; (bii) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out contained in this Agreement; (c) , the Assumed Liabilities; (d) any claim by, Tulare Facility License Agreement and the Lease Agreement or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with Kraft Jacoxx xx the Business and arising UK Asset Purchase Agreement requiring performance after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the (iii) any failure of Buyer to satisfy pay, discharge or perform any of the Assumed Liabilities or the UK Assumed Liabilities, Buyer shall have no indemnification (iv) any obligation, guarantee or obligation to Seller under Section 10.3: (i) assure performance given or made by Sellers or any of their respective Affiliates with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for Assumed Liabilities or the failure of Buyer to satisfy the UK Assumed Liabilities, such indemnification obligations shall continue indefinitely (except v) any discontinuance, suspension or modification of any employee benefit plan maintained by Buyer as contemplated by Section 8(f) hereof and any and all obligations, liabilities, actions, suits, claims and other proceedings which arise directly or indirectly out of the operation of the Companies and the Subsidiary or use of the Other Assets or UK Assets after the Closing, (vi) any liability or obligation of Sellers or their respective Affiliates or the Companies or the Subsidiary with respect to any of the extent reduced by applicable statutes of limitationlitigation set forth on Schedule 4(j), there shall be no minimum threshold, (vii) any liability or obligation of Sellers and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum their respective Affiliates for any of the Purchase Price. In case liabilities set forth in clause (viii) below, including, without limitation, any event shall occur which would otherwise entitle either party guarantee or obligation to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained assure performance given or made by such party to the extent of (i) any tax savings realized by such party with respect thereto, Sellers or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.an

Indemnification by Buyer. (a) Buyer agrees agrees, subject to indemnify the other terms and conditions of this Article 11, to indemnify, defend Sellerand hold harmless the Company (prior to the Closing), its each Seller and their respective directors, officers, directors, shareholders, agents employees and each of its and their Affiliates (collectively, the “Seller Indemnified PartiesIndemnitees”) against), from and agrees to hold it against any and them harmless from, any all Losses incurred or suffered by any of the such Seller Indemnified Parties relating Indemnitee that are related to or arising arise, directly or indirectly, out of any of (i) the following: (a) any breach of or any inaccuracy in any representation or warranty made by of Buyer pursuant to contained in Article 4 of this Agreement or in any certificate, document, writing or instrument certificate delivered by Buyer at the Closing pursuant to Section 8.1 as it related to such representations and warranties and (ii) any breach by Buyer or Newco (or with respect to any period after the Effective Time, the Surviving Corporation) of any covenants or agreements to be performed by such Person pursuant to this Agreement;. (b) Notwithstanding anything to the contrary contained in this Agreement, the sole and exclusive remedies of the Seller Indemnitees or any other Person for any breach by Buyer or Newco (or with respect to any period after the Effective Time, the Surviving Corporation) of any provision of this Agreement, or otherwise arising out of or in connection with the transactions contemplated hereby, shall consist solely of (i) the rights of the Seller Indemnitees to reimbursement by Buyer, subject to the limitations set forth in Section 11.3(c), for any Losses indemnifiable under Section 11.3(a), (ii) the right to pursue any available remedies at law or in equity against Buyer for any fraud or intentional misrepresentation committed by Buyer and (iii) the right to pursue specific performance and other equitable remedies for any matter that is indemnifiable under Section 11.3(a)(ii). In no event shall any Seller Indemnitee or any other Person be entitled to punitive damages or the like for any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement;term hereunder. (c) The indemnification obligations of Buyer pursuant to Section 11.3(a) shall not be effective until the Assumed Liabilities;aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant thereto exceeds the Deductible, and then only to the extent such aggregate amount of Losses exceeds the Deductible; provided, however, in the case of fraud or intentional misrepresentation or in the case of an indemnity claim under Section 4.1 or Section 4.2, the Deductible shall not apply. The indemnification obligations of Buyer pursuant to Section 11.3(a) shall be limited, in the aggregate, to $[...***...] (the “Buyer Cap”), and no indemnification pursuant to such provisions shall be payable in excess of the Buyer Cap; provided, however, that in the case of fraud or intentional misrepresentation, the Buyer Cap shall not apply and such aggregate limitation on indemnification shall be 100% of the Merger Consideration. (d) If an indemnification obligation exists under Section 11.3(a) due to the inaccuracy of any representation or warranty or breach of any covenant under this Agreement, the amount of any Losses related to such inaccuracy will be calculated without regard to any qualifications as to materiality or Material Adverse Effect contained in such representation or warranty or covenant; provided, however, that no individual claim by, or on behalf of or with respect toby a Seller Indemnitee may be asserted, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification Newco (and with respect to claims for any period after the failure of Buyer to satisfy Effective Time, the Assumed Liabilities, Buyer Surviving Corporation) shall have no indemnification obligation to Seller under Section 10.3: (i11.3(a)(i) with respect to any such claim for breach of which Seller gives notice to Buyer later than representation or warranty qualified by materiality or Material Adverse Effect, unless the twelve-month anniversary aggregate amount of the Closing Date. With Losses that would be payable with respect to indemnification under such claim exceeds an amount equal to $[...***...] (it being understood that similar individual claims will be aggregated for purposes of this Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation11.3(d), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier).

Indemnification by Buyer. (a) Subject to Section 8.3 below, Buyer agrees to indemnify shall indemnify, defend and defend Seller, hold harmless Seller and its officers, directors, shareholders, agents Affiliates from and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it will reimburse Seller and them harmless fromits Affiliates the amount of, any Losses incurred suffered, sustained, incurred, paid or suffered required to be paid by Seller which arises out of, results from or is related to: (i) the breach by Buyer of any representation, warranty, covenant or agreement contained in this Agreement (without giving effect to any supplement or bring down to the disclosure schedules prior to or at Closing); (ii) any of the Seller Indemnified Parties relating Assumed Liabilities; or (iii) any claim made by a third party that relates to Buyer, the Assumed Provider Contracts or arising Buyer's operation of the Medicaid Business after the Effective Date in which the principal event giving rise thereto occurred on or subsequent to the Effective Date or which arises out of or results from any of action or inaction on or after the following: (a) any breach of Effective Date by Buyer or any inaccuracy in any representation officer, director, employee or warranty made by agent of Buyer, except to the extent such Losses arise out of, result from or are related to the Excluded Liabilities or constitute Losses for which Seller and Seller's Parent are required to indemnify Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;under Section 8.2 above. (b) any breach Buyer's obligations set forth in ARTICLE 8 shall be subject to the following limitations and restrictions: (A) Buyer shall not be obligated to indemnify Seller and its Affiliates until such time as the total Losses Seller or its Affiliates have suffered, sustained, incurred, paid or are required to pay by reason of or failure by all breaches are in excess of a $50,000 aggregate threshold (at which time Buyer shall indemnify Seller and its Affiliates from and against all Losses relating back to perform any covenant or the first dollar); and (B) there will be an aggregate ceiling on the obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim byto indemnify Seller and its Affiliates equal to $10,000,000; provided, or on behalf of or however, that these limitations shall not apply with respect to, and to any obligation Losses arising from or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, any intentional misrepresentation or fraud. (ii) Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) liability with respect to any claim or other assertion of which a right to recover Losses for any breach of the representations, warranties and covenants of Buyer contained in this Agreement, unless Seller gives notice delivers to Buyer later than the twelve-month anniversary notice of such matter within two (2) years after the Closing Date. With respect to indemnification under Section 10.3 , except for claims (x) any breach of a representation or warranty contained in Sections 5.1 or 5.2 for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), which there shall be no minimum threshold, and time limitations in which Seller shall must deliver notice to Buyer to be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss and (y) any breach of an agreement or covenant for which indemnification shall be deemed required if Seller delivers notice to have been sustained by such party Buyer at any time prior to expiration of the extent applicable period under the statute of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierlimitations therefor.

Indemnification by Buyer. (a) Buyer agrees and Buyer Holdco jointly and severally agree to indemnify indemnify, defend and defend hold harmless Seller, its Affiliates (other than the Companies) and their respective officers, directors, shareholdersmanagers, agents employees, agents, representatives, members, partners and each of its and their Affiliates stockholders (collectively the “Seller Indemnified Parties”) againstagainst any Loss, and agrees to hold it and them harmless arising from, relating to or constituting (i) any Losses incurred breach or suffered by inaccuracy in any of the Seller Indemnified Parties relating to or arising out representations and warranties of any of Buyer contained in Article V, the following: (a) any breach of Subscription Agreement, or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument closing certificate delivered by or on behalf of Buyer pursuant to this Agreement;, (ii) any breach of any of the covenants or other agreements of Buyer contained in this Agreement, or (iii) any Loss arising from or related to the Seller Guaranties included on Schedule 7.2 (clauses (i) through (iii), collectively, “Seller Losses”). (b) any breach of or failure by Buyer Notwithstanding anything to perform any covenant or obligation of Buyer set out the contrary in this Agreement;, except for Buyer’s obligation to pay the Purchase Price to Seller in accordance with Section 2.2(a) and Seller Losses arising from fraud or intentional misrepresentation on the part of Buyer, in no event shall Buyer be liable for aggregate Seller Losses in excess of the Purchase Price. (c) If a Seller Indemnified Party has a claim for indemnification under this Section 8.2(c), Seller will deliver to Buyer one or more written notices of Seller Losses prior to the Assumed Liabilities;prior to the date that is [*] immediately following the Closing. Buyer will have no liability under this Section 8.2(c). unless the written notices required by the preceding sentence are given by the applicable deadline. Any written notice will state in reasonable detail the basis for such Seller Losses to the extent then known by Seller and the nature of the Seller Loss for which indemnification is sought, and the amount of the Seller Loss claimed, if then known by any of the [*] Please refer to footnote 1 on page 1 of this Exhibit 2.4 Seller Indemnified Parties. If such written notice (or an amended notice) states the amount of the Seller Loss claimed and Buyer notifies Seller that Buyer does not dispute the claim described in such notice or fail to notify Seller within 20 Business Days after delivery of such notice by Seller whether Buyer disputes the claim described in such notice, the Seller Loss in the amount specified in Seller’s notice will be admitted by Buyer, and Buyer will pay the amount of such Seller Loss to Seller (on behalf of the applicable Seller Indemnified Party). If Buyer has timely disputed its liability with respect to such claim, Buyer and Seller will proceed in good faith to negotiate a resolution of such dispute for at least 30 days after delivery of Buyer’s notice, after which the Parties may pursue any remedy available to them under this Agreement. If a written notice does not state the amount of the Seller Loss claimed, such omission will not preclude any Seller Indemnified Party from recovering from Buyer the amount of Seller Loss with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article VIII, Seller will not be required to provide any notice except as provided in this Section 8.2(c). (d) Buyer will pay the amount of any claim by, or Seller Loss to Seller (on behalf of or with respect to, the applicable Seller Indemnified Party) in cash within 10 Business Days following the determination of Buyer’s liability for and any obligation or liability or loss relating to, employees the amount of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained a Seller Loss (whether such determination is made pursuant to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under procedures set forth in this Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation8.2(d), there shall be no minimum threshold, by agreement between Seller and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained Buyer or by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierCourt Direction).

Indemnification by Buyer. Subject to the terms and conditions of this Article VIII, Buyer agrees to indemnify shall indemnify, defend, and defend Sellerhold harmless Seller and its Affiliates, its and their respective directors, officers, directorsemployees and controlling Persons, shareholders, agents from and each of its and their Affiliates (the “Seller Indemnified Parties”) against all Losses asserted against, and agrees to hold it and them harmless resulting from, any Losses imposed upon or incurred or suffered by any such Person, directly or indirectly, by reason of or resulting from any (a) breach of the Seller Indemnified Parties relating to representations and warranties of Buyer in this Agreement, (b) material breach of any covenant or agreement of Buyer contained in this Agreement or the Transaction Documents, (c) Assumed Liabilities, (d) all claims and liabilities arising out of any Buyer’s performance of investigations or (e) operation or ownership of the following: Purchased Assets or the Business after the Closing Date (collectively, “Seller Indemnifiable Damages”). Except for any liability for Indemnifiable Damages arising from Fraud committed by Xxxxx, Assumed Liabilities, and payment of the Purchase Price, Buyer shall not have (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant liability for Seller Indemnifiable Damages until such Seller Indemnifiable Damages exceed the Deductible and then only to this Agreement or any certificatethe extent such Seller Indemnifiable Damages exceed the Deductible, document, writing or instrument delivered by Buyer pursuant to this Agreement; and (b) any breach liability for Seller Indemnifiable Damages in excess of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing DateIndemnity Cap. Notwithstanding anything herein contained to the contrary, other than Except for Buyer’s indemnification obligations with respect to claims for the failure of Buyer to satisfy the Assumed LiabilitiesLiabilities and payment of the Purchase Price, Buyer shall have no indemnification obligation to Seller the obligations under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than 8.03 shall terminate on the twelve-month second anniversary of the Closing Date. With ; provided, however, that such obligations shall not terminate with respect to indemnification under Section 10.3 for claims for the failure of Buyer any item as to satisfy the Assumed Liabilitieswhich Seller shall have, such indemnification obligations shall continue indefinitely (except prior to the extent reduced expiration of the Survival Period, previously made a claim by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnificationdelivering an Indemnification Notice. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party obligations pursuant to assert a claim for indemnification hereunderSections 6.03, 6.04 and 6.05 are in no loss shall be deemed to have been sustained by such party way subject to the extent of (i) any tax savings realized by such party with respect thereto, Deductible or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierIndemnity Cap described in this Article VIII.

Indemnification by Buyer. (a) Buyer hereby agrees to indemnify and defend Sellerhold Seller and its employees, its officers, directorsmanagers, shareholdersmembers, agents and affiliates (each of its and their Affiliates (the a “Seller Indemnified PartiesParty”) against, harmless from and agrees to hold it against any and them harmless from, any all Losses imposed upon or incurred or suffered by any of the Seller Indemnified Parties relating to Party (any of such Losses by Seller, a “Seller Claim”) as a result of or arising out of in connection with any of the following: (ai) any the breach of or any inaccuracy in any a representation or warranty made by Buyer in this Agreement; (ii) the breach of or default in the performance by Buyer of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any certificate, document, writing agreement or instrument delivered by Buyer executed in connection herewith or pursuant hereto; (iii) the failure to this Agreementobtain any consent to assign set forth on Schedule 3.2, other than the Required Consents; (iv) the Additional Liabilities; and (v) the Assumed Liabilities. (b) any breach Within 30 days after receipt by a Seller Indemnified Party of notice of the commencement of an Action or failure by Buyer other event giving rise to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification a Seller Claim with respect to claims for which a Seller Indemnified Party may be entitled to indemnification, the failure party receiving such notice shall notify (the “Seller Claim Notice”) Buyer in accordance with Section 11.5, in writing of Buyer to satisfy the Assumed Liabilities, commencement of such Action or the assertion of such Seller Claim. Buyer shall have no indemnification obligation to the option, and shall notify each indemnified party in writing within 10 Business Days after the date of the Seller under Section 10.3Claim of its election, either: (i) with respect to any claim of which Seller gives notice to Buyer later than participate (at its own expense) in the twelve-month anniversary defense of the Closing Date. With respect to indemnification under Section 10.3 for claims for Action or Seller Claim (in which case the failure defense of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there Action or Seller Claim shall be no minimum thresholdcontrolled by the Seller Indemnified Party) or (ii) 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, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss then Buyer shall be deemed to have been sustained by elected not to control the defense of such party Action or Seller Claim. If Buyer elects to control the extent 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. (ic) If Buyer does not control the defense of any tax savings realized by Action or Seller Claim, then the Seller Indemnified Party or parties may only settle such party Action or Seller Claim with respect thereto, or the prior written consent of Buyer (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierbe unreasonably withheld).

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend Sellerdefend, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) againstindemnify, and agrees to hold it Vendor harmless from and them harmless fromagainst any and all third party claims, actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including without limitation attorneys' fees and settlement costs) finally awarded by a court of competent jurisdiction (collectively, "Damages") resulting from any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or Damages arising out of any the use, sale, licensing or marketing of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;Software after the Effective Date; MASTER SOFTWARE LICENSE AGREEMENT (b) With respect to any breach third party claims against Vendor (the "Indemnitee"), the following shall apply: 1. The obligations of BUYER (the "Indemnitor") shall be subject to a. The Indemnitee reasonably cooperating with the Indemnitor (at Indemnitor's expense), as requested, and b. The Indemnitee giving Indemnitor prompt written notice of any claim as to which recovery may be sought against the Indemnitor hereunder, or the commencement of any legal proceedings against the Indemnitee with respect to such claim after the Indemnitee has knowledge of such proceedings, whichever shall first occur, provided that delay or failure of the Indemnitee to provide such notice shall relieve the Indemnitor of its obligations hereunder only if and to the extent that the ability of the Indemnitor to defend against such claim is compromised or the damages incurred by Buyer to perform any covenant the claimant are increased by such delay or obligation failure. 2. Regardless of Buyer set out this indemnity, Vendor may participate in this Agreementsuch defense at its own election and expense; (c) the Assumed Liabilities; (d) 3. The defense obligations hereunder as to any claim byshall be limited to taking all steps necessary or appropriate in the defense or settlement of such claim or litigation resulting there from. In the defense of such claim or any litigation resulting there from, no consent to entry of any judgment (except with the prior written consent of the Indemnitee) entry into any settlement (except with the prior written consent of the Indemnitee) shall occur which does not include as any unconditional term thereof the giving by the claimant or on behalf the plaintiff to the Indemnitee of a release from all liability in respect of such claim or with respect tolitigation. If such an unconditional release is included as part of any settlement, then such settlement may be agreed to without the consent of the Indemnitee. 6.3 If the party obligated to indemnify fails to assume the defense of any third party claim or litigation resulting there from, the other party may defend against such claim or litigation in such manner as it may deem appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the amount of any judgment or settlement and any obligation all reasonable expenses, legal or liability or loss relating tootherwise, employees of Buyer employed incurred by the Indemnitee in connection with the Business and arising after defense against or settlement of such claim or litigation, as an when the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there same shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed incurred by the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierIndemnitor.

Indemnification by Buyer. (a) After the Closing ________________________ Date, Buyer agrees to shall indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, Group against and agrees to hold it and them harmless from, from any Losses incurred or suffered by any (i) Tax of the Seller Indemnified Parties relating Companies and their Subsidiaries for any Post-September 30 Tax Period, (ii) any Tax with respect to or a Return described in Section 8.5(b) and (iii) liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees and expenses), arising out of or incident to the 120 imposition, assessment or assertion of any Tax (including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any Tax) described in clause (i) of this paragraph (the following: sum of (ai), (ii) and (iii) being referred to as a "Seller Loss"); provided, ________ however, that Buyer shall not indemnify the Seller Group against _______ any breach (x) liability described in subsections (ii) or (iii) of or any inaccuracy Section 8.8(a), and (y) liability for Taxes and other costs and expenses attributable to claiming the Post-September 30 Special Items described in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;Section 8.7(e). (b) any breach Any payment required of or failure Buyer pursuant to Section 8.9(a) shall be made not later than 30 days after receipt by Buyer of written notice from Seller stating that a Seller Loss has been paid by any member of the Seller Group and the amount thereof and of the indemnity payment requested. Failure to perform any covenant or give Buyer such written notice shall not relieve Buyer of its indemnification obligation of pursuant to Section 8.9(a) unless and to the extent that Buyer set out in this Agreement;is materially prejudiced as a result thereof. (c) Each party shall notify the Assumed Liabilities; (d) other, within ten days of receipt thereof, of any claim byTax Claim which, or on behalf of or with respect toif successful, and could affect the other party's liability for Taxes. Buyer may discharge, at any obligation or liability or loss relating totime, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s its indemnification obligation under this Section 10.3 exceed 8.9 by paying to Seller the sum amount of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert applicable Seller Loss, calculated on the date of such payment; provided, however, that if the amount of such Seller Loss, at ________ _______ the time of a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party Final Determination with respect thereto, or (ii) any after-tax proceeds received exceeds the amount paid by Buyer to Seller pursuant to the preceding clause, Buyer shall pay such party from any third partyexcess to Seller with interest within ten days of such Final Determination. Buyer may, including but not limited at its own expense, participate in and, upon notice to any insurance carrier.Seller, assume the 121

Indemnification by Buyer. Each paragraph in this Section 6 is intended to be cumulative and separate, and the inapplicability of any particular paragraph shall not affect any indemnification obligation contained in another paragraph, provided that as -------- to any given damages (including any Taxes and Other Tax Costs) Seller may recover from Buyer agrees only once under this Section 6. Any amount (other than payments of interest at the Interest Rate pursuant to Section 7(c)(2)) paid by Buyer to Seller or its Affiliates pursuant to this Agreement shall be treated as an adjustment to the purchase price under the Stock Purchase Agreement. Buyer shall not be required to indemnify and defend Seller, its officers, directors, shareholders, agents and each Seller under this Section 6 for any Taxes or Other Tax Costs for which Seller is obligated to indemnify Buyer under Section 5 of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following:this Agreement. (a) Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any and all damages (including any Taxes and Other Tax Costs) resulting from the breach of or any inaccuracy in any representation or warranty covenant made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to in this Agreement;. (b) Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any breach of and all Taxes and Other Tax Costs with respect to which FGI or failure by Buyer the Subsidiaries or any Person as successor thereto may be liable to perform the extent such Taxes are attributable to, accrue during or are otherwise allocable to any covenant or obligation of Buyer set out in this Agreement;Taxable Year beginning after the Closing Date. (c) Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any and all Taxes and Other Tax Costs with respect to which FGI or the Assumed Liabilities;Subsidiaries or any Person as successor thereto may be liable to the extent such Taxes or Other Tax Costs are payable with respect to that portion of the Taxable Year covered by any Buyer-Filed Entire Year Return that is allocable under Section 5(e)(2) to periods after the Closing Date. (d) any claim byFor the purpose of clarity, or on behalf of or with respect to, it is expressly acknowledged and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, agreed that Buyer shall have no indemnification obligation to indemnify Seller under Section 10.3: or its Affiliates for any Taxes or Other Tax Costs that result solely from any adjustment to tax bases, depreciable lives or depreciation method of any asset of any Forum Entity. (ie) with respect Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any and all Other Tax Costs relating to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to Taxes or asserted Taxes described in this Section 6. (f) Any indemnification payment owing under this Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there 6 shall be no minimum thresholddue and payable at the time, in the manner and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under with the interest provided in Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier7(c).

Indemnification by Buyer. Buyer hereby agrees to indemnify indemnify, ------------------------------- defend and defend Sellerhold harmless Seller and any parent, its officers, directors, shareholders, agents and each subsidiary or affiliate companies of its and their Affiliates Seller (the “"Seller Indemnified Parties”Companies") against, and agrees to hold it and them harmless from any Damages arising by reason of or resulting from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: : (a) any breach of claim made against Seller or any inaccuracy in member of the Seller Companies relating to the Automotive Filter Business or any of the businesses, assets or operations of the Automotive Filter Companies before or after the Closing Date other than claims which result from any breach by Seller of any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to in this Agreement; ; (b) any breach by Buyer, any of the Automotive Filter Companies or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; Buyer's affiliates of any of their respective obligations arising under any of the Ancillary Agreements; and (c) the Assumed Liabilities; (d) any claim bybreach of any representation, warranty, covenant or on behalf of or with respect to, and any obligation or liability or loss relating to, employees agreement of Buyer employed contained in connection with or made pursuant to this Agreement. The Buyer's obligation to indemnify the Business and arising after Seller Companies as set forth in the Closing Date. Notwithstanding anything herein contained preceding paragraph shall be limited to the contrary, Damages (as defined above) arising from Claims (as defined above) and shall exclude Damages which may arise as a result of any reorganization or other than indemnification legal restructuring of the Seller or the Seller Companies and in no event shall any such reorganization or restructuring be deemed to increase the liability of Buyer beyond the actual Damages arising from any Claims. The Buyer's obligation to indemnify and hold the Seller harmless from and against any Damages incurred as a result of Claims described in Section 11.04(a) and Section 11.04(b) hereof shall apply with respect to the full amount of any and all Damages incurred by Seller and the Seller Companies as a result of such Claims. With respect to Damages incurred by Seller or any member of the Seller Companies and arising from any claim or claims for the failure of Buyer to satisfy the Assumed Liabilitiesdescribed solely in Section 11.04(c) hereof, Buyer shall have no indemnification liability or obligation to indemnify and hold Seller under or any member of the Seller Companies harmless from any Damages incurred by Seller or any member of the Seller Companies except to the extent that the aggregate amount of the Damages incurred by Seller and the Seller Companies arising from any such Claim or Claims described solely in Section 10.3: 11.04(c) hereof, exceeds Two Million Eight Hundred Thousand Dollars (i$2,800,000) and then, only to the extent that the amount of such excess exceeds Two Million Eight Hundred Thousand Dollars ($2,800,000) of Damages. Notwithstanding anything to the contrary contained in this Section 11.04, Buyer shall have no obligation to indemnify Seller or the Seller Companies with respect to any claim Damages incurred solely as a result of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Claims described in Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except 11.04(c) hereof to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed that the sum aggregate amount of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained Damages incurred by such party Seller or the Seller Companies with respect to the extent of Claims described solely in Section 11.04(c) hereof exceeds Thirty Five Million Dollars (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier$35,000,000.00).

Indemnification by Buyer. (a) Buyer agrees to indemnify shall indemnify, defend, save and defend keep Seller, its officerssuccessors and assigns and its stockholders, directors, shareholdersofficers, agents Affiliates, representatives and each of its and their Affiliates employees (the “Seller Indemnified PartiesPersons”) against), forever harmless against and agrees to hold it and them harmless from, any Losses from all Damages sustained or incurred or suffered by any of the foregoing Seller Indemnified Parties relating to Persons as a result of or arising out of any or by virtue of the following: (ai) any breach of or any inaccuracy in any incorrect representation or warranty made by Buyer pursuant herein, Ancillary Agreements, the Buyer Disclosure Schedule or in any certificate, exhibit or schedule delivered to Buyer in connection herewith; (ii) any breach of any covenant or obligation to be performed hereunder by Buyer and (iii) fraud or willful misconduct of Buyer and its directors, officers, Affiliates, representatives and employees in connection with the transactions contemplated by this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;the Ancillary Agreements. (b) As soon as practicable after obtaining knowledge thereof, any breach Seller Indemnified Person shall notify Buyer of any claim or failure by Buyer demand which the Seller Indemnified Person has determined has given or could give rise to perform any covenant or obligation a right of Buyer set out in indemnification under this Agreement;. A failure to give such notice shall not negate a right to indemnification hereunder; ***Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. provided, however, that the Seller Indemnified Person shall bear any amount of Damages resulting directly from a failure to give a timely notice. If such claim or demand relates to a claim or demand asserted by a third party against the Seller Indemnified Person and if Buyer acknowledges in writing its obligations to indemnify and hold harmless under this Section 7.2, Buyer shall have the right to employ such counsel that is reasonably acceptable to Seller to defend any such claim or demand asserted against the Seller Indemnified Person. The Seller Indemnified Person shall have the right to participate in the defense of any said claim or demand at its own cost and expense, provided that unless the Seller Indemnified Person bears a greater risk of loss than Buyer , the Seller Indemnified Person shall control the defense of said claim or demand. (c) the Assumed Liabilities; (d) The Seller Indemnified Person shall make available to Buyer or its representatives all records and other materials required for use in contesting any claim byor demand asserted by a third party against any Seller Indemnified Person. Whether or not Buyer so elects to defend any such claim or demand, or on behalf of or with respect to, and the Seller Indemnified Person shall not have any obligation to defend any such claim or liability or loss relating to, employees of demand and the Seller Indemnified Person shall not waive any rights it may have against Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under this Section 10.3: (i) 7.2 with respect to any such claim of or demand by electing or failing to elect to defend any such claim, provided that the Seller Indemnified Person against which Seller gives notice to Buyer later than a claim or demand is asserted in the twelve-month anniversary of the Closing Date. With first instance shall file in a timely manner any answer or pleading with respect to indemnification under Section 10.3 for claims for the failure of Buyer a suit or proceeding in such action as is necessary to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, avoid default or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierother adverse results.

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend InPhonic shall jointly and severally indemnify, defend, save and keep Seller, its officerssuccessors and assigns and its stockholders, directors, shareholdersofficers, agents Affiliates, representatives and each of its and their Affiliates employees (the “Seller Indemnified PartiesPersons”) against), harmless against and agrees to hold it and them harmless from, any Losses from all Damages sustained or incurred or suffered by any of the foregoing Seller Indemnified Parties relating to Persons as a result of or arising out of any or by virtue of the following: (ai) any breach of or any inaccuracy in any incorrect representation or warranty made by Buyer pursuant to this Agreement or InPhonic herein, in the Ancillary Agreements, the Buyer Disclosure Schedules or in any certificate, document, writing exhibit or instrument schedule delivered to Buyer in connection herewith; (ii) any breach of any covenant or obligation to be performed hereunder by Buyer pursuant or InPhonic; (iii) any third party claim arising from the Acquired Assets, the Assigned Contracts, or the transactions contemplated by this Agreement (relating to events occurring after to the Closing Date); (iv) any court, administrative or bankruptcy proceeding involving Buyer or InPhonic or otherwise relating to this Agreement;; or (v) fraud or willful misconduct of Buyer or InPhonic. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) As soon as practicable after obtaining Knowledge thereof, any breach Seller Indemnified Person shall notify Buyer of any claim or failure by Buyer demand which the Seller Indemnified Person has determined has given or could give rise to perform any covenant or obligation a right of Buyer set out in indemnification under this Agreement;. A failure to give such notice shall not negate a right to indemnification hereunder; provided, however, that the Seller Indemnified Person shall bear any amount of Damages resulting directly from a failure to give a timely notice. If such claim or demand relates to a claim or demand asserted by a third party against the Seller Indemnified Person and if Buyer acknowledges in writing its obligations to indemnify and hold harmless under this Section 7.2, Buyer shall have the right to employ such counsel that is reasonably acceptable to Seller to defend any such claim or demand asserted against the Seller Indemnified Person. The Seller Indemnified Person shall have the right to participate in the defense of any said claim or demand at its own cost and expense, provided that if the Seller Indemnified Person bears a greater risk of loss than Buyer, the Seller Indemnified Person shall control the defense of said claim or demand. (c) The Seller Indemnified Person shall make available to Buyer or its representatives all records and other materials required for use in contesting any claim or demand asserted by a third party against any Seller Indemnified Person. Whether or not Buyer so elects to defend any such claim or demand, the Assumed Liabilities;Seller Indemnified Person shall not have any obligation to defend any such claim or demand and the Seller Indemnified Person shall not waive any rights it may have against Buyer under this Section 7.2 with respect to any such claim or demand by electing or failing to elect to defend any such claim, provided that the Seller Indemnified Person against which a claim or demand is asserted in the first instance shall file in a timely manner any answer or pleading with respect to a suit or proceeding in such action as is necessary to avoid default or other adverse results. (d) any claim by, or on behalf Buyer and InPhonic’s indemnification obligations under this Agreement survive until the second anniversary of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection the Closing Date with the Business and arising after the Closing Date. Notwithstanding anything herein contained exception of any claims relating to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3following: (i) delivery of the Earn Out Payments in the Second Measuring Period, in which case the indemnification obligations shall survive until the earlier to occur of: (A) Seller’s receipt of Earn Out Payment with respect to the Second Measuring Period; or (B) the Parties’ determination that Seller is not to receive any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With Earn Out Payment with respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, Second Measuring Period; or (ii) any after-tax proceeds received Seller’s post Closing obligation or Liability to Echostar Satellite L.L.C. under that certain Assignment and Assumption Agreement by such party from any third partyand between VMC, including but not as “Assignor,” and Buyer, as “Assignee” (the “EchoStar Assignment”) in which case the indemnification obligations shall survive until VMC has no obligations under the EchoStar Assignment. (e) There shall be no liability for Buyer or InPhonic under this Section 7.2, unless the amount of Damages incurred by a Seller Indemnified Person exceeds the Deductible Amount. The Deductible Amount is recoverable along with all other amounts for Damages by a Seller Indemnified Person. Buyer’s and InPhonic’s collective liability to a Seller Indemnified Person under this Section 7.2 shall be limited to any insurance carrier$*** in the aggregate, other than Damages that result from failure to pay the Purchase Price, fraud or intentional misconduct, whereupon the Seller Indemnified Person may seek all additional remedies available at law or in equity. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification by Buyer. (a) Buyer agrees to indemnify indemnify, defend and defend hold harmless Seller, its Affiliates (other than the Companies) and their respective officers, directors, shareholdersmanagers, agents employees, agents, representatives, members, partners and each of its and their Affiliates stockholders (collectively the “Seller Indemnified Parties”) againstagainst any Loss, arising from, relating to or constituting (i) any breach or inaccuracy in any of the representations and warranties of Buyer contained in Article V or any closing certificate delivered by or on behalf of Buyer pursuant to this Agreement or (ii) any breach of any of the covenants or other agreements of Buyer contained in this Agreement (clauses (i) through (ii), collectively, “Seller Losses”). (b) Notwithstanding anything to the contrary in this Agreement, except for Buyer’s obligation to pay the Purchase Price to Seller in accordance with Section 2.2(a) and Seller Losses arising from fraud or intentional misrepresentation on the part of Buyer, in no event shall Buyer be liable for aggregate Seller Losses in excess of the Purchase Price. (c) If a Seller Indemnified Party has a claim for indemnification under this Section 8.2, Seller will deliver to Buyer one or more written notices of Seller Losses prior to the prior to the date that is [*] immediately following the Closing. Buyer will have no liability under this Section 8.2 unless the written notices required by the preceding sentence are given by the applicable deadline. Any written notice will state in reasonable detail the basis for such Seller Losses to the extent then known by Seller and the nature of the Seller Loss for which indemnification is sought, and agrees to hold it and them harmless fromthe amount of the Seller Loss claimed, any Losses incurred or suffered if then known by any of the Seller Indemnified Parties relating to Parties. If such written notice (or arising out of any an amended notice) states the amount of the following: (a) Seller Loss claimed and Buyer notifies Seller that Buyer does not dispute the claim described in such notice or fail to notify Seller within 20 Business Days after delivery of such notice by Seller whether Buyer disputes the claim described in such notice, the Seller Loss in the amount specified in Seller’s notice will be admitted by Buyer, and Buyer will pay the amount of such Seller Loss to Seller. If Buyer has timely disputed its liability with respect to such claim, Buyer and Seller will proceed in good faith to negotiate a resolution of such dispute for at least 30 days after delivery of Buyer’s notice, after which the Parties may pursue any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant remedy available to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to them under this Agreement; (b) . If a written notice does not state the amount of the Seller Loss claimed, such omission will not preclude Seller from recovering from Buyer the amount of Seller Loss with respect to the claim described in such notice if any breach of or failure by Buyer such amount is promptly provided once determined. In order to perform assert its right to indemnification under this Article VIII, Seller will not be required to provide any covenant or obligation of Buyer set out notice except as provided in this Agreement; (c) the Assumed Liabilities;Section 8.2(c). (d) Buyer will pay the amount of any claim by, or Seller Loss to Seller (on behalf of or with respect to, the applicable Seller Indemnified Party) in cash within 10 Business Days following the determination of Buyer’s liability for and any obligation or liability or loss relating to, employees the amount of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained a Seller Loss (whether such determination is made pursuant to the contraryprocedures set forth in this Section 8.2, other than indemnification with respect to claims for the failure of by agreement between Seller and Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced or by applicable statutes of limitationCourt Direction), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. Upon the terms and subject to the conditions set forth in Sections 4.4 and 4.5 hereof and this Section 4.3, Buyer agrees to indemnify indemnify, defend, protect, save and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) hold harmless Sellers against, and agrees to hold it will reimburse Sellers on demand for, any and them harmless all Losses made or incurred by or asserted against Sellers, at any time after the Closing Date, directly or indirectly, arising out of, related to, caused by, or resulting from any inaccuracy or misrepresentation in, omission from, or breach or nonfulfillment of a surviving representation, warranty, term, provision, covenant or agreement on the part of Buyer contained in this Agreement or in any Losses incurred certificate or suffered other instrument furnished or to be furnished by any of Buyer to Sellers pursuant hereto ("Buyer Indemnifiable ------------------- Claims"). ------ 4.4 Limitations on Indemnification. Rights to indemnification under Section 4.2 or 4.3 hereof are subject to the Seller Indemnified Parties relating to or arising out of any of the followingfollowing limitations: (a) any breach of or any inaccuracy in Except for Losses incurred by the Buyer Indemnitees with respect to Seller Indemnifiable Claims relating to any representation or warranty made of Sellers set forth in Section 2.12 hereof, no amount shall be payable by Sellers in indemnification under Section 4.2 hereof until and unless the aggregate of all Losses incurred by all Buyer pursuant Indemnitees with respect to this Agreement one or more Seller Indemnifiable Claims (other than Losses incurred by the Buyer Indemnitees with respect to Seller Indemnifiable Claims relating to any certificaterepresentation or warranty of Sellers set forth in Section 2.12 hereof) shall exceed $50,000.00 (the "Threshold"), documentand thereafter the Buyer Indemnitees shall be --------- entitled to indemnification under Section 4.2 hereof for all such Losses incurred by all Buyer Indemnitees in excess of the Threshold, writing or instrument delivered by Buyer pursuant to this Agreement;a maximum indemnification obligation of Nine Million Dollars ($9,000,000.00). (b) With respect to any breach Losses incurred by any Buyer Indemnitee with respect to any Seller Indemnifiable Claim relating to any representation or warranty of or failure Sellers set forth in Section 2.12 hereof, such Buyer Indemnitee shall be entitled to indemnification under Section 4.2 hereof for all such Losses incurred by such Buyer Indemnitee with respect to perform any covenant or obligation such Seller Indemnifiable Claim without limitation as to the amount of Buyer set out in this Agreement;such Losses. (c) Subject to Section 4.4(g) hereof, the Assumed Liabilities; (d) any claim by, or on behalf obligations of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller Sellers under Section 10.3: (i) 4.2 hereof with respect to any claim Losses incurred by any Buyer Indemnitee with respect to any Seller Indemnifiable Claim relating to any representation or warranty of which Seller gives notice Sellers set forth in Section 2.18 hereof or any matter referred to Buyer later than in Section 4.2(b) hereof shall terminate on the twelve-month fifth anniversary of the Closing Date. With . (d) The obligations of Sellers under Section 4.2 hereof with respect to indemnification any Losses incurred by any Buyer Indemnitee with respect to Seller Indemnifiable Claims relating to any representation or warranty of Sellers set forth in Section 2.12, or 2.15.1, hereof shall not expire. (e) Subject to Section 4.4(g) hereof, the obligations of Sellers under Section 10.3 for claims for 4.2 hereof with respect to any Losses incurred by any Buyer Indemnitee with respect to any Seller Indemnifiable Claim relating to any representation or warranty of Sellers hereunder (other than any representation or warranty of Sellers set forth in Section 2.11, 2.12, 2.15.1 or 2.18 hereof) or any matter referred to in Section 4.2(c) or Section 4.2(d) hereof shall terminate on the failure third anniversary of the Closing Date. (f) Subject to Section 4.4(g) hereof, the obligations of Buyer under Section 4.3 hereof with respect to satisfy any Losses incurred by any Seller with respect to any Buyer Indemnifiable Claim relating to any matter referred to in Section 4.3 hereof shall terminate on the Assumed Liabilitiesfifth anniversary of the Closing Date. (g) The foregoing provisions of this Section 4.4 notwithstanding, such indemnification obligations shall continue indefinitely (except if, prior to the extent reduced termination of any obligation to indemnify, written notice of a Seller Indemnifiable Claim or a Buyer Indemnifiable Claim, as the case may be, is given by applicable statutes of limitation)the Party seeking indemnification (the "Indemnified Party") to the ----------------- Party from whom indemnification is sought (the "Indemnifying ------------ Party") the Indemnified Party shall not be precluded from ----- pursuing such claim breach, there shall be no minimum thresholdoccurrence, and other matter, or suit or action, or from recovering from the Indemnifying Party (whether through the courts or otherwise) on the Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed Indemnifiable Claim or the sum Buyer Indemnifiable Claim, as the case may be, by reason of the Purchase Price. In case any event shall occur which would termination otherwise entitle either party to assert a claim provided for indemnification hereunderabove in this Section 4.4, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierif any.

Indemnification by Buyer. Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) Buyer hereby agrees to indemnify, defend and hold Sellers harmless from any breach Losses arising by reason of or any inaccuracy in any representation resulting from: (i) Buyer’s failure to pay, perform or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered discharge all Assumed Liabilities assumed by Buyer pursuant to this Agreement;; (ii) a breach of any covenant or agreement of Buyer contained in or made pursuant to this Agreement; and (iii) a breach of any representation or warranty of Buyer contained in or made pursuant to this Agreement. (b) With respect to Losses incurred by any of the Sellers and arising from any Indemnification Claims described in Sections 10.03(a)(i) or (ii), except as provided in this Section 10.03, the Buyer shall be obligated to indemnify the Sellers from and against the full amount of all Losses arising in connection with such Indemnification Claims notwithstanding the fact that the facts and circumstances forming the basis for such Indemnification Claim might also entitle the Sellers to make an Indemnification Claim against the Buyer for a breach of or failure the representations and warranties made by Buyer to perform any covenant or obligation of Buyer set out buyer in this Agreement; . With respect to Losses which are incurred by Sellers and arise from any Indemnification Claim or Indemnification Claims described in Section 10.03(a)(iii) hereof which are not also Indemnification Claims under the provisions of Section 10.03(a)(i) or (c) the Assumed Liabilities; ii), (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees such Indemnification Claims being hereinafter individually a “Breach of Buyer employed in connection with the Business Rep Claim” and arising after the Closing Date. Notwithstanding anything herein contained to the contrarycollectively, other than indemnification with respect to claims for the failure “Breach of Buyer to satisfy the Assumed LiabilitiesRep Claims”), Buyer shall have no indemnification liability or obligation to Seller under indemnify and hold Sellers harmless from any Losses incurred by Sellers except to the extent that the aggregate amount of the Losses incurred by Sellers arising from any such Breach of Buyer Rep Claim or Breach of Buyer Rep Claims exceeds Five Hundred Thousand United States Dollars (U.S. $500,000.00) and then, only to the extent that the amount of such Losses exceed U.S. $500,000.00. (c) Notwithstanding the foregoing provisions of this Section 10.3: (i) with respect 10.03, Buyer shall have no obligation to indemnify Sellers from and against any claim Losses unless the Sellers deliver written notice of which Seller gives notice the Indemnification Claim or Indemnification Claims giving rise to such obligation to the Buyer later than before the twelve-month anniversary end of the final Distribution Date beginning on the day immediately following the Closing Date. With respect In addition, notwithstanding the foregoing provisions of this Section 10.03, in no event shall the aggregate amount of the Losses which Buyer may be required to indemnification under Section 10.3 for claims for pay to Sellers in connection with the failure obligations of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, indemnify and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 hold Sellers harmless from and against Losses arising from any and all Indemnification Claims exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party 10% of the Initial Cash Purchase Price; with respect thereto, to Indemnification Claims made before the Initial Distribution Date; or (ii) any after-tax proceeds received by such party from any third party2.5% of the Initial Cash Purchase Price with respect to Indemnification claims made after the Initial Distribution Date and before the Final Distribution Date. Notwithstanding the provisions of the preceding sentence, including but the limitation on the amount of the Losses which the Buyer may be required to pay Sellers as contained in the preceding sentence shall not limited apply to any insurance carrierBuyer’s obligation to pay the full amount of the Final Purchase Price.

Indemnification by Buyer. Subject to the limitations set forth in this Section 7.2, Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it protect, save and them keep harmless Seller from, and hereby assumes liability for, the payment of all liabilities, obligations, losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorney's and accountant's fees) of whatever kind and nature arising in any Losses manner or under any circumstances that may be imposed on or incurred or suffered by any of the Seller Indemnified Parties relating to as a consequence of or arising out of any of the followingin connection with: (a) any breach by Buyer of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to contained in this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out agreement contained in this Agreement; (c) the any Assumed Liabilities;Liabilities of Buyer under Section 1.3 hereof, or (d) any claim bythe Pension Plan, or on behalf of or consistent with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing DateSection 1.3(c) above. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer Seller shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect not be entitled to indemnification under this Section 10.3 for 7.2 until the cumulative total of all of Seller's indemnification claims for reaches $250,000, provided that if the failure cumulative total of Buyer to satisfy the Assumed Liabilitiessuch claims should reach $250,000, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnificationindemnification in the entire amount claimed. In no event The indemnification and defense obligations of Buyer set forth in this Section 7.2 shall Buyer’s indemnification obligation under Section 10.3 exceed survive the sum Closing hereunder for a period of one (1) year. Notwithstanding anything contained herein to the contrary, the expiration of the Purchase Price. In case one (1) year period referred to above shall not serve to terminate or otherwise affect any event shall occur which would otherwise entitle either party to assert a pending claim against Seller or the Stockholders for indemnification hereunderindemnification, no loss shall be deemed to have been sustained by such party to or Seller's or the extent of (i) any tax savings realized by such party Stockholders' indemnity obligation with respect thereto, or (ii) any after-tax proceeds received by to such party from any third party, including but not limited to any insurance carrierclaim.

Indemnification by Buyer. (a) Buyer agrees, upon and subject to the occurrence of the Closing, to indemnify the Companies and the Shareholders against and hold the Companies and each Shareholder harmless from any and all claims, obligations, costs and expenses, including without limitation, reasonable attorneys' fees and expenses, and liabilities of and damages thereto arising out of the material breach of any representation, warranty, covenant or agreement of Buyer contained in Sections 5.3 (Capital Stock), 5.4 (Buyer Shares), 5.5 (Authority) and 6.4(b) (Proxy Statement matters) hereof (the "Surviving Buyer Warranties"). Buyer agrees to similarly indemnify the Majority Shareholder and defend SellerXxxxx Xxxxxxx against and hold them harmless from any such claims, obligations, costs and expenses arising by reason that either such person becomes an officer and/or director of Buyer upon or after the Closing and based upon any alleged act, omission or misconduct of Buyer, or its officers, directorsdirectors or other agents, shareholders, agents prior to the Closing to the same extent as all other officers and each directors of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;Buyer. (b) The indemnified parties agree to give Buyer prompt written notice of any breach claim, assertion, event or proceeding by or in respect of or failure by Buyer to perform a third party of which they have knowledge concerning any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating todamage as to which they may request indemnification hereunder, employees provided that the failure to give such notice shall not impair the rights of the indemnified parties hereunder or otherwise if and to the extent that the Buyer employed is not prejudiced thereby. Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding (provided that Buyer shall have first acknowledged its indemnification obligations hereunder specifically in respect of such claim or proceeding) at its own expense, which counsel shall be reasonably satisfactory to the indemnified party or parties. If Buyer elects to assume the defense of any such claim or proceeding, the indemnified party or parties may participate in such defense, but in such case the expenses of the indemnified party or parties incurred in connection with such participation shall be paid by the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contraryindemnified party or parties, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: unless (i) with respect the indemnified party or parties have legal defenses available to any claim of them which Seller gives notice to Buyer later are different than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except those available to the extent reduced indemnifying party such that representation by applicable statutes counsel of limitation), there shall Buyer's choosing would be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect theretoinappropriate, or (ii) the indemnifying party agrees to pay such expenses, then in either such case such expenses shall be paid by the indemnifying party. Such expenses shall be paid as and when incurred. The indemnified party or parties shall cooperate with Buyer in the defense or settlement of any after-tax proceeds received such claim, assertion, event or proceeding. If Buyer elects to direct the defense of any such claim or proceeding, the indemnified party or parties shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless Buyer consents in writing to such payment or unless Buyer withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of Buyer is entered against such indemnified party for such liability. If Buyer shall fail to defend, or if, after commencing or undertaking any such defense, Buyer fails to prosecute or withdraws from any third partysuch defense, including but not limited the indemnified party or parties shall have the right to any insurance carrierundertake the defense or settlement thereof at Buyer's expense.

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend hold harmless Seller, its officers, directors, shareholders, agents Sole Shareholder and each of its Seller’s directors and their Affiliates officers (the “Seller Indemnified PartiesSeller’s Indemnitees”) againstfrom and against any loss, claim, liability, cost, expense or other damages (including reasonable legal fees and agrees to hold it and them harmless from, any Losses incurred expenses) (a “Seller’s Loss”) which is caused by or suffered by any of the Seller Indemnified Parties relating to or arising arises out of any of the following: of: (a) any breach or default in the performance by Buyer of any covenant or agreement made by Buyer in this Agreement; (b) any inaccuracy in breach of any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to in this Agreement;; (c) any and all Litigation incident to any of the foregoing (except arising on account of Buyer’s enforcement of its rights hereunder); and (d) the Assumed Liabilities. (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything contained herein contained to the contrary, other than Seller’s Indemnitees shall not be entitled to indemnification with respect to claims from Buyer for a Seller’s Loss under the failure provisions of Buyer to satisfy the Assumed LiabilitiesSection 6.2 hereof, Buyer shall have no indemnification obligation to Seller under Section 10.3: unless (i) with respect to any such claim of which Seller gives notice for indemnification is delivered to Buyer later than the twelve-month anniversary prior to expiration of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations set forth in Section 6.4 hereof; and (ii) the aggregate amount of all Seller’s Losses under this Section 6.2 shall continue indefinitely (except to the extent reduced by applicable statutes of limitation)have exceeded $20,000, there shall be no minimum threshold, and in which event Seller shall be entitled to first dollar indemnification. In no such indemnification from Buyer for all of Seller’s Loss in excess of $20,000, except in the event shall of Buyer’s indemnification obligation under Section 10.3 exceed the sum non-payment of the Purchase Price. In case any event shall occur which would otherwise entitle either party amounts due to assert a claim for indemnification hereunder, no loss shall be deemed Seller or Sole Shareholder pursuant to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third partythis Agreement, including but not limited to the payment of the Purchase Price, the Holdback Amount (as finally calculated), in which case the Seller and Sole Shareholder shall be entitled to all Losses; provided, that the amount of any Seller’s Loss for which indemnification is provided under Section 6.2 hereof shall be net of any amounts recovered by Seller under insurance carrierpolicies with respect to such Seller’s Loss. Seller shall in a timely fashion submit a claim to its insurance carrier with respect to any Seller’s Loss from Buyer for which Buyer is obligated to provide indemnification to Seller hereunder. The aggregate indemnification obligations of Buyer shall not exceed an amount equal to the Purchase Price.

Indemnification by Buyer. Buyer agrees (a) Subject to indemnify the other terms and defend Sellerconditions of this Agreement, its Shareholder and their respective officers, directors, shareholders, agents stockholders and each of its and their Affiliates respective affiliates (the each a “Seller Shareholder Indemnified PartiesParty”) against, shall be held harmless and agrees indemnified by Buyer to hold it and them harmless from, the extent of any Losses incurred or suffered by any of resulting from (i) the Seller Indemnified Parties relating to or arising out breach of any representation or warranty of the following: Buyer contained herein; or (aii) any breach of any covenant or any inaccuracy in any representation or warranty made agreement of Buyer contained herein. Additionally, Shareholder shall be held harmless and indemnified by Buyer pursuant to this Agreement or the extent of any certificate, document, writing or instrument delivered Losses resulting from any personal liability incurred by Buyer pursuant Shareholder under a performance bond of the Company (which was in place prior to this Agreement;the Closing) where Shareholder agreed to personally guarantee the obligations of the Company. (b) The Shareholder Indemnified Parties’ indemnification rights pursuant to Section 9.4(a) shall be limited as follows: (i) The Shareholder Indemnified Parties shall not be entitled to any breach indemnification until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 9.4(a) exceeds the Basket, whereupon, the Seller Indemnified Party shall be entitled to indemnification for the full amount of such Losses over and above $125,000.00. (ii) The Shareholder Indemnified Parties shall not be entitled to any indemnification for any amount of indemnifiable Losses in excess of an amount equal to the Indemnification Cap; provided, however, that the Indemnification Cap shall not apply to claims for indemnification based upon (A) breaches of the Excluded Buyer Representations or failure by Buyer to perform any covenant (B) fraud and or obligation of Buyer set out in this Agreement;willful misconduct. (c) the Assumed Liabilities; (d) The amount of any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect Loss subject to indemnification under this Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there 9.4 shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent calculated net of (i) any tax savings realized insurance proceeds actually received by the Shareholder Indemnified Party on account of such party with respect thereto, or Loss and (ii) any after-tax proceeds indemnification payments made by any third party. (d) A Shareholder Indemnified Party shall give Buyer written notice of any claim, assertion, event or proceeding as to which such Shareholder Indemnified Party has determined has given or would give rise to a right of indemnification under this Agreement, within sixty (60) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises and shall include copies of all correspondence received by such party from any third partyparty in connection with any such claim; provided, including but however, that the failure to provide such notice shall not limited release the Indemnifying Parties from any of their obligations under this Article IX except to the extent that the Indemnifying Parties are materially prejudiced by such failure and shall not relieve any Indemnifying Party from any other obligation or Liability that it may have to any insurance carrierShareholder Indemnified Party otherwise than under this Article IX. (e) With respect to any Third Party Claim for which indemnification is sought under Section 9.4(a), Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense, provided, that Buyer acknowledges on behalf of the Indemnifying Parties in writing its obligation to indemnify the Shareholder Indemnified Party hereunder against any Losses that may result from such Third Party Claim. If Buyer elects to assume the defense of any such claim or proceeding, Buyer shall consult with the Shareholder Indemnified Party for the purpose of allowing the Shareholder Indemnified Party to participate in such defense, but in such case the expenses of the Shareholder Indemnified Party shall be paid for by the Shareholder Indemnified Party and shall not be recoverable as part of any indemnification claim. A Shareholder Indemnified Party shall provide Buyer and its counsel with reasonable access to all records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise reasonably cooperate with Buyer in the defense or settlement thereof. If Buyer elects to direct the defense of any such claim or proceeding, the Shareholder Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless Buyer consents in writing to such payment, which consent shall not be unreasonably withheld or delayed. If Buyer fails to defend or if, after commencing or undertaking any such defense, Buyer fails to prosecute or withdraws from such defense, the Shareholder Indemnified Party shall have the right to undertake the defense or settlement thereof. If the Shareholder Indemnified Party assumes the defense of any such claim or proceeding and proposes to settle such claim or proceeding, then the Shareholder Indemnified Party shall give Buyer prompt written notice thereof, and Buyer shall have the right to participate in the settlement of such claim or proceeding and consent thereto or assume or reassume the defense of such claim or proceeding. (f) With respect to any non-Third Party Claim for indemnification hereunder, if the parties are unable to negotiate a settlement of such claim, then such claim shall be resolved in accordance with Article XI. (g) Anything herein to the contrary notwithstanding, except in the case of fraud or willful misconduct, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of a Shareholder Indemnified Party, after the consummation of the transactions contemplated hereby, to rescind this Agreement or any of the transactions contemplated hereby. (h) Except in the case of fraud or willful misconduct, the Shareholder Indemnified Parties shall not be entitled to indemnification for any consequential, special, exemplary or punitive damages or any multiple of damages or diminution in value. (i) Any liability for indemnification under this Section 9.4 shall be determined without duplication of recovery by reason of the state of facts giving rise to such liability constituting a breach of more than one representation, warranty, covenant or agreement.

Indemnification by Buyer. Buyer hereby agrees to indemnify that, on and after the Closing, it will indemnify, hold harmless and defend SellerSeller from and against any and all losses, its officersclaims, directorsdemands, shareholdersdamages, agents costs and each expenses (including, without limitation, reasonable attorneys' fees and disbursements) of its every kind, nature and their Affiliates (the “Seller Indemnified Parties”) againstdescription based upon, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any or otherwise in respect of the following: : (a) any misrepresentation, breach of warranty or any inaccuracy in any representation or warranty made breach of covenant by Buyer pursuant to contained in this Agreement or in any certificate, document, writing documents entered into or instrument delivered by Buyer pursuant to this Agreement; in connection herewith; (b) any breach of or failure the nonfulfillment by Buyer to perform of any covenant or obligation of Buyer set out in this Agreement; Assumed Obligation; (c) claims or demands of third parties arising from or otherwise related to the Assumed Liabilities; operations of, or any work performed by the Company, after the Closing; (d) any claim byand all violations of Environmental Protection Laws, as defined in Section 18(d) of this Agreement, first occurring on or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification Date with respect to claims the Company's ownership or operation of the Pipeline System, the Equipment or any of the other assets constituting a portion of the Company Assets; and (e) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, reasonable legal fees and expenses incurred by Seller, directly related to any of the foregoing, or in enforcing this indemnity. This right to indemnification is in addition to any other right available to Seller, including, without limitation, the right of Seller to sue Buyer for a misrepresentation, xxeach of warranty, or breach of covenant under this Agreement. 20. Defense by Parties. Notice of any claim for indemnification under this Agreement shall be given promptly to the failure indemnifying party stating in reasonable detail the nature of Buyer to satisfy such claim and the Assumed Liabilitiesamount thereof. If an action, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) suit or proceeding is brought against a party with respect to which an indemnifying party has liability under an indemnity agreement contained herein, the indemnifying party shall, at its sole expense, conduct the defense of any claim such action, suit or proceeding. The party seeking indemnity, at its sole expense, may participate in the defense of which Seller gives notice any such action, suit or proceeding and, in such event, all parties shall cooperate fully with each other and their counsel in order to Buyer later than ensure a proper and adequate defense. If the twelve-month anniversary indemnifying party refuses or declines to defend such action, suit or proceeding, the party seeking indemnity shall have the right, at the expense of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third indemnifying party, including but not limited to any insurance carrierdefend such claim with counsel of its own choosing.

Indemnification by Buyer. (a) From and after the Closing (but subject to the provisions of this Article 9), Buyer agrees to shall indemnify and defend Seller, its members, its and their Affiliates, and its and their officers, directors, shareholdersemployees, agents Agents and representatives and each of its the heirs, executors, successors and their Affiliates assigns of any of the foregoing (the “Seller Indemnified PartiesIndemnitees”) against, against and agrees to hold it and them harmless from, from any Losses suffered or incurred or suffered by any of the Seller Indemnified Parties Indemnitees to the extent arising from or relating to or arising out of any of the following: (ai) any a breach of or any inaccuracy in any representation or warranty made of Buyer contained in this Agreement, (ii) a breach of any covenant or agreement by Buyer contained in this Agreement requiring performance by Buyer prior to the Closing or by Buyer or the Osmose Entities and their Subsidiaries after the Closing, and (iii) the Osmose Entities or their Subsidiaries following the Closing (except for Losses arising from claims for indemnification under Section 9.02(a)) or actions taken by Buyer or the Osmose Entities or their Subsidiaries at or after the Closing. All payments under this Section 9.03 shall be treated by the parties as an adjustment to the proceeds received by Seller pursuant to Article 1. (b) Notwithstanding anything to the contrary set forth in this Agreement, even if a Seller Indemnitee would otherwise be entitled to indemnification for a Loss pursuant to this Agreement, (i) the Seller Indemnitees shall not be entitled to indemnification for a Loss pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes the aggregate amount of limitation), there shall be no minimum thresholdall Losses eligible for indemnification pursuant to Section 9.03(a)(i) exceeds on a cumulative basis the General Deductible, and then only to the extent such Losses exceed the General Deductible; provided, that the General Deductible shall not apply with respect to Seller Indemnitee claims resulting from, arising out of, or relating to any (A) breach of a Buyer Fundamental Representation or (B) actual fraud in connection with this Agreement or the transactions contemplated hereby, and (ii) the Seller Indemnitees shall not be entitled to first dollar indemnification. In no event any indemnification pursuant to Section 9.03(a) in excess of, in the aggregate, at any time an amount equal the Cap; provided, that the Cap shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party not apply with respect theretoto Seller Indemnitee claims resulting from, arising out of, or relating to any (A) breach of a Buyer Fundamental Representation, (B) clause (ii) of Section 9.03(a) or (C) actual fraud in connection with this Agreement or the transactions contemplated hereby. If any after-tax proceeds received by such party from representation or warranty of Buyer contained herein or in any third partySchedule, Exhibit or certificate delivered pursuant to this Agreement is qualified or limited based on materiality, including the terms “material,” “Material Adverse Effect,” or any similar materiality or similar qualification or limitation, such qualification or limitation shall be disregarded for purposes of determining the amount of Losses in respect of a breach thereof (but not limited to any insurance carrierfor determining whether a breach has occurred).

Indemnification by Buyer. 14.3.1 Subject to the terms and conditions of this Section 13.3 and if (but only if) the Closing is consummated, Buyer hereby agrees to indemnify indemnify, defend and defend Sellerhold harmless Seller and any parent, its officerssubsidiary, directorsdirector, shareholders, agents and each officer or employee of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, from any Losses incurred or suffered Damages arising by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach reason of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement; resulting from (bi) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy duly and punctually pay the Assumed Liabilitiesliabilities of Seller expressly assumed by Buyer hereunder or to perform any and all of its obligations under this Agreement or any other agreement contemplated hereby after the expiration of any applicable notice and cure periods, if any, (ii) any and all Damages accruing from and after the Closing that result from Buyer's operation of the Best Stores, including, without limitation, with respect to Taxes, (iii) all liabilities and obligations with respect to the Business, Buyer's ownership of the Assets, Store Closing Sales or other sales, from and after the Closing, and (iv) any breach by Buyer of the representations and warranties contained in Article 8. The indemnity provided under this Section 13.3.1 shall be secured pursuant to a Five Million Dollar ($5,000,000) standby letter of credit (the "Indemnification Letter of Credit"), in form and substance reasonably acceptable to Buyer and Seller, delivered at Closing by Buyer. Notwithstanding any other provision of this Agreement, other than the delivery of the Indemnification Letter of Credit and with respect to the Guaranty, Buyer shall have no further obligation or liability under this Section 13.3 and Seller's indemnification obligation obligations shall be limited to Five Million Dollars ($5,000,000). 14.3.2 Prior to drawing down any amounts under the Indemnification Letter of Credit, Seller under Section 10.3: shall (i) with respect to any claim of which Seller gives notice certify in writing to Buyer later than the twelve-month anniversary of the Closing Date. With respect that Seller believes it has a valid claim against Buyer under this Section 13.3, and (ii) afford Buyer five (5) Business Days to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilitiespay such claim; provided, such indemnification obligations however, that Seller shall continue indefinitely (except not be subject to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of obligations set forth in clauses (i) any tax savings realized by such party with respect thereto, or and (ii) any after-tax proceeds received from and after the date Buyer is subject to a case under the Bankruptcy Code. If such certification has been made to Buyer by Seller and Buyer has not otherwise paid such party from any third partyclaim, including but not limited Seller may five (5) Business Days following the delivery of the certification draw down on the Indemnification Letter of Credit only up to any insurance carrierthe amount of its claim.

Indemnification by Buyer. Following the Closing and, in respect of the Mexico Deferred Business and the India Deferred Business, following the Mexico Deferred Closing and the India Deferred Closing, respectively, Buyer agrees to shall indemnify and defend hold Seller, its Affiliates and their respective officers, directors, shareholdersemployees and agents, agents successors and each of its and their Affiliates assigns (the “Seller Indemnified PartiesPersons”) harmless from and against: (i) any Losses related to the Transferred Assets or the Business, if and to the extent that any such Losses arise out of Events occurring on or after the Closing Date or, in respect of the Mexico Deferred Business and the India Deferred Business, on or prior to the Mexico Deferred Closing Date and the India Deferred Closing Date, respectively, and agrees with respect to hold it and them harmless from, which Seller is not obligated to indemnify Buyer under Section 9(b); (ii) any Losses incurred or suffered by any due to a Breach of the Seller Indemnified Parties relating representations and warranties made by Buyer under this Agreement, without regard to the terms “material,” “materiality,” “Material Adverse Effect,” and other similar or arising out correlative qualifications, both with respect to the determination of a Breach and the determination of any of the following:Loss; (aiii) any breach Losses incurred due to Breach of any covenant or any inaccuracy in any representation or warranty made undertaking by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementof the Transaction Agreements; (biv) any breach Losses incurred due to any act or omission of the Buyer or failure by Buyer its Affiliates (or any other event or occurrence) on or after or proposed to perform any covenant occur on or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date or, in respect of the Mexico Deferred Business and the India Deferred Business, on or after the Mexico Deferred Closing Date and the India Deferred Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims respectively (including, for the avoidance of doubt, any change or proposed change to terms and conditions of employment or the dismissal of any Employee); or (v) any Losses incurred due to any failure of by the Buyer to satisfy comply with its obligations under the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.Acquired Rights Directive; or

Indemnification by Buyer. (a) Except as otherwise provided in Article XI, Buyer agrees to indemnify indemnify, defend and defend hold Seller and Parent and their Affiliates harmless from and against any and all Claims sustained after Closing by Seller, Parent or any of their Affiliates based upon, arising out of or otherwise in respect of (i) the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, of Buyer contained in this Agreement or in any certificate, agreement, document or instrument delivered pursuant to this Agreement, (ii) the operation of the Business or the ownership, management or use of the Assets after the Closing, unless and to the extent that such claim arises solely from any action of Seller, Parent or any of their Affiliates after the Closing, or (iii) any Claim of any fiscal authority relating to Taxes arising out of or resulting from Buyer or its officersAffiliates reporting to any Governmental Entity in Venezuela upon the initial transfer of the Drilling Rigs by BVI to Buyer or any Affiliate of Buyer any value different than the values of the respective Drilling Rigs indicated on Schedule 1(f)(ii) reported to Governmental Entities in Venezuela by Seller or its Affiliates for entrance and clearance purposes as of the date of entry of such Drilling Rigs into the country in which they are currently located; provided, directorshowever, shareholdersthat Buyer shall have no liability pursuant to this Section 10.1(a) for the first $50,000 of aggregate Claims in respect of the matters described above incurred by Seller, agents and each of its and Parent or their Affiliates (the “"Seller Indemnified Parties”Basket") againstand Buyer shall be responsible only for such amounts of such Claims as exceed the Seller Basket. The foregoing indemnification is given solely for the purpose of protecting Seller, Parent and agrees their Affiliates and shall not be deemed extended to, or interpreted in a manner to hold it and them harmless fromconfer any benefit, right or cause of action upon, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;third party. (b) Seller or Parent shall notify Buyer within 30 Business Days of the assertion of any breach Claim or the discovery of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; fact (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained which fact has been brought to the contrary, other than indemnification with respect to claims for the failure attention of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to a responsible executive officer of Seller under Section 10.3: (ior Parent) with respect to any claim of upon which Seller gives notice or Parent intends to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert base a claim for indemnification hereunder; provided, no loss however, that the failure of Seller or Parent to so notify Buyer shall be deemed not relieve Buyer from any liability under this Agreement to have been sustained Seller or Parent with respect to such Claim unless Buyer is prejudiced or damaged by such party the failure to receive timely notice. In the event of any Claim, Buyer, at its option, may assume (with legal counsel reasonably acceptable to Seller or Parent, as applicable) the defense of any claim, demand, lawsuit or other proceeding, which claim, demand, lawsuit or other proceeding may give rise to the extent indemnity obligation of Buyer under this Section 10.1, and may assert any defense of Seller, Parent or Buyer; provided, however, that Seller or Parent, as applicable, shall have the right at its own expense to participate jointly with Buyer in the defense of any claim, demand, lawsuit or other proceeding in connection with which Seller or Parent claims indemnification hereunder. Notwithstanding the right of Seller -27- 29 or Parent to participate, Buyer shall have the sole right to settle or otherwise dispose of such claim, demand, lawsuit or other proceeding on such terms as Buyer, in its sole discretion, shall deem appropriate with respect to any issue involved in such claim, demand, lawsuit or other proceeding as to which (i) any tax savings realized by such party with respect theretoBuyer shall have acknowledged the obligation to indemnify Seller or Parent hereunder, or (ii) Seller or Parent, as applicable, shall have declined to participate; provided, however, that no such Claim shall be settled by Buyer in any after-tax proceeds received by such party from any third partymanner that could reasonably be expected to have a material adverse effect on the business of Seller or Parent taken as a whole without the prior written consent of Seller or Parent, including but not limited to any insurance carrieras applicable.

Indemnification by Buyer. (a) Buyer agrees to shall indemnify and defend SellerSeller and its Affiliates and their respective stockholders, its members, managers, officers, directors, shareholdersemployees, agents agents, successors and each of its and their Affiliates assigns (the “Seller Indemnified PartiesIndemnitees”) against, and agrees to shall hold it and them harmless from, any and all Losses resulting from, arising out of, or incurred or suffered 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, the Ancillary Agreements, the Buyer Disclosure Schedule 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 Seller Indemnified Parties relating to or arising out date of any this Agreement and as of the following: Closing Date; (aii) any breach of any covenant or agreement of Buyer contained in this Agreement, the Ancillary Agreements, the Buyer Disclosure Schedule or any inaccuracy certificate or other document furnished or to be furnished to Seller in connection with the transactions contemplated hereby and thereby; and (iii) any representation or warranty made by Buyer pursuant failure to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;perform when due the Assumed Liabilities. (b) any breach of or failure by Buyer Notwithstanding anything to perform any covenant or obligation of Buyer set out the contrary contained in this AgreementSection 10.3, the Seller Indemnitees shall be entitled to indemnification with respect to any claim for indemnification pursuant to Section 10.3(a): (i) only if the amount of Losses is not a De Minimis Claim; (cii) only if, and then only to the Assumed Liabilities;extent that, the aggregate Losses to all Seller Indemnitees, with respect to all claims for indemnification pursuant to Section 10.3(a) (other than De Minimis Claims), exceed the Deductible, whereupon (subject to the provisions of clause (iii) below) Seller shall be obligated to pay in full all such amounts but only to the extent such aggregate Damages are in excess of the amount of the Deductible; and (diii) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification only with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims 10.2(a) made on or before the expiration of the survival period pursuant to Section 10.1 for the failure of Buyer to satisfy applicable representation or warranty, if a survival period is applicable (if the Assumed Liabilitiessurvival period is indefinite, such indemnification obligations this subsection (iii) shall continue indefinitely not apply). (except c) Notwithstanding anything to the extent reduced by applicable statutes of limitation)contrary contained in this Section 10.3 or elsewhere in this Agreement, there the Seller Indemnitees shall be no minimum threshold, and Seller shall not be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum aggregate Losses in excess of the Purchase Price. In case any event shall occur which would otherwise entitle either party Cap, except with regard to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierfraud.

Indemnification by Buyer. In consideration of the Company's execution and delivery of the Transactional Documents and the Company's performance of the transactions contemplated thereunder, the Buyer agrees to shall defend, protect, indemnify and defend Sellerhold harmless the Company, its officersofficers and directors (collectively, directorsthe "Company Indemnitees") from and against any and all actions, shareholderscauses of action, agents suits, claims, losses, costs, penalties, fees, liabilities and each of its damages, and their Affiliates expenses in connection therewith and including reasonable attorneys' fees and disbursements (the “Seller "Company Indemnified Parties”) againstLiabilities"), and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to Company Indemnitee as a result of, or arising out of any of the following: of, or relating to (a) any material representation or breach of or any inaccuracy in any representation or warranty made by the Buyer pursuant to this Agreement in the Transactional Documents or any other certificate, documentinstrument or document contemplated hereby or thereby, writing or instrument delivered by Buyer pursuant to this Agreement; (b) any material breach of or failure by Buyer to perform any covenant covenant, agreement or obligation of the Buyer set out contained in the Transactional Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that the Buyer shall not be jointly liable for the indemnification obligations of any other Buyer or investor and the Buyer subject to an indemnification obligation shall be liable under this Agreement; (cSection 7(b) for only that amount of Company Indemnified Liabilities as does not exceed the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained net proceeds to the contraryBuyer as a result of the sale of Common Shares held by the Buyer. To the extent that the foregoing undertaking by a Buyer may be unenforceable for any reason, other than indemnification with respect the Buyer shall make the maximum contribution to claims the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law; provided, however, that the Buyer shall not be jointly liable for the failure indemnification obligations of any other Buyer or investor and the Buyer subject to satisfy the Assumed Liabilities, Buyer shall have no an indemnification obligation shall be liable under this Section 7(b) for only that amount of Company Indemnified Liabilities as does not exceed the net proceeds to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to the Buyer later than the twelve-month anniversary as a result of the Closing Date. With respect to indemnification under Section 10.3 for claims for sale of Common Shares held by the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. Subject to the terms and conditions of this ARTICLE XI, Buyer agrees to shall indemnify and defend hold harmless Seller from and against any and all Damages asserted against, resulting to, imposed upon or incurred by Seller, its officersdirectly or indirectly, directors, shareholders, agents and each by reason of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless or resulting from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any Any inaccuracy in or breach of or any inaccuracy in any representation or warranty made by of Buyer pursuant to contained in this Agreement or in any certificate, document, writing instrument or instrument document delivered by Buyer pursuant to this Agreementhereto; (b) any Any breach of or failure by Buyer to perform of any covenant of its covenants or obligation of Buyer set out agreements contained in this AgreementAgreement or in any certificate, instrument or document delivered pursuant hereto; (c) the The Assumed Liabilities; (d) any claim byThe ownership, management or on behalf use by Buyer of or with respect to, the Assets from and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained , except to the contrary, other than indemnification extent Buyer is indemnified by Seller with respect to claims for such matters in SECTION 11.2; (e) The operation of the failure Business prior to the Closing Date; (f) Any products distributed or sold by Buyer from and after the Closing Date; (g) Any acts or omissions of Buyer after the Closing Date or any events or occurrences involving the Assets, the operation of the Business or the employees of Buyer or its Affiliates taking place after the Closing Date, except to satisfy the Assumed Liabilitiesextent Buyer is indemnified by Seller with respect to such matters pursuant to SECTION 11.2; and (h) Subject to Seller's fulfillment of its obligations under SECTION 7.9(D), any Damages to Seller that arises under the WARN Act as a result of the termination of the Employees on the Closing Date (collectively, "Seller Claims"). The indemnity obligations of Buyer under this SECTION 11.2 shall have not be affected by the disclosure of a matter on any Schedule to this Agreement or the fact that the Damages arose or were incurred without an inaccuracy in or breach of any representation or warranty of Buyer contained in this Agreement. Notwithstanding the foregoing, no indemnification obligation shall be required to Seller under Section 10.3: be made by Buyer pursuant to subsections (ia) and (b) of this SECTION 11.3 with respect to any claim Seller Claims unless and until the aggregate amount of which Damages incurred by Buyer with respect to all such Seller gives notice to Buyer later than the twelve-month anniversary of Claims (whether asserted, resulting, imposed, or incurred before, on, or after the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum ) exceeds one percent of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss it being agreed and understood that, if such amount is exceeded, Buyer shall be deemed to have been sustained by such party liable to the full extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third partyDamages, including but those not limited to any insurance carrierin excess of one percent of the Purchase Price.

Indemnification by Buyer. Buyer agrees to indemnify shall indemnify, exculpate and defend Seller, its officershold Sellers and Sellers’ stockholders, directors, shareholdersofficers, employees and agents and each of its and their Affiliates (collectively the “Seller Indemnified Parties”) harmless from and against, and agrees agree promptly to hold it and them harmless from, any Losses incurred or suffered by any of the defend Seller Indemnified Parties relating to or arising out of from and reimburse Seller Indemnified Parties for, any of the followingand all Claims incurred by Seller Indemnified Parties that result from: (a) any breach of or any inaccuracy in any representation or warranty representations and warranties made by Buyer in or pursuant to this Agreement, or in any instrument, certificate or affidavit delivered by Buyer at the Closing in accordance with the provisions of any Section hereof; provided, Seller makes a claim for indemnification within the applicable survival period set forth in Section 9.5 hereof; (b) any failure by Buyer to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any certificate, document, writing or instrument of the documents and materials delivered by Buyer pursuant to this Agreement; (bc) the Assumed Liabilities; or (d) the operation or ownership of the Business and the Purchased Assets after the Closing; (e) any breach of fees, expenses or failure other payments incurred or owed by Buyer to perform any covenant brokers or obligation of Buyer set out comparable third parties retained or employed by them or their affiliates in connection with the transactions contemplated by this Agreement; (cf) any claims or litigation matters which relate to or are due to the Assumed Liabilitiesconduct of Buyer or the Business after the Closing Date; (dg) any claim bysuit, action or other proceeding brought by any governmental authority or person arising out of, or on behalf of or with respect in any way related to, and any obligation or liability or loss relating to, employees of the matters referred to in Sections 9.2(a) through 9.2(f); or (h) any failure of Buyer employed to comply with its obligations under this Section 9.2. The amounts for which Buyer shall be liable under Section 9.2(a) shall be net of any insurance proceeds paid to the Seller Indemnified Parties in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained facts giving rise to the contrary, other than indemnification with respect to claims for the failure right of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier.

Indemnification by Buyer. Upon the terms and subject to the conditions set forth in Section 4.3 hereof and this Section 4.2, Buyer agrees to indemnify indemnify, defend, protect, save and defend Seller, its officers, directors, shareholders, agents hold harmless Seller and each of its and their Affiliates (the “Seller Indemnified Parties”) VSI against, and agrees to hold it will reimburse Seller and them harmless VSI on demand for, any and all Losses made or incurred by or asserted against Seller, at any time after the Closing Date, directly or indirectly, arising out of, related to, caused by, or resulting from (i) any inaccuracy, omission, misrepresentation, breach of warranty, or nonfulfillment of any term, provision, covenant or agreement on the part of Buyer contained herein, (ii) any inaccuracy or misrepresentation in, or omission from, any Losses incurred certificate or suffered other instrument furnished or to be furnished by any Buyer to Seller pursuant hereto or (iii) operation of business activities of Buyer after the Closing Date involving the Assets. Within 45 days following the first anniversary of the Closing Date, Buyer shall deliver to VSI and Seller Indemnified Parties relating to a certificate of Buyer certifying which of those liabilities and obligations of Buyer assumed from VSI or arising out of any of the following: (a) any breach of or any inaccuracy in any representation or warranty made by Buyer Seller pursuant to this Agreement and listed on Schedule 1.3A or any certificate, document, writing Schedule 1.3B (each as updated to Closing) had become due and payable but had not been paid in full or instrument delivered by Buyer pursuant to this Agreement; (b) any breach resolved as of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month first anniversary of the Closing Date. With respect to indemnification under the liabilities and obligations listed in such certificate (or which were erroneously omitted from such certificate), Buyer's obligations pursuant to this Section 10.3 for claims for 4.2 shall terminate upon the failure payment or resolution of such liability or obligation. With respect to those liabilities and obligations of Buyer assumed from VSI or Seller pursuant to satisfy this Agreement and listed on Schedule 1.3A or Schedule 1.3B (each as updated to Closing) which by their respective terms in effect at Closing will become due and payable later than the Assumed Liabilitiesfirst anniversary of the Closing Date, Buyer's obligations pursuant to this Section 4.2 shall terminate upon the payment or resolution of such indemnification liability or obligation. In the event the certificate is not timely delivered, Buyer's obligation pursuant to this Section 4.2 shall terminate upon the payment or resolution of all liabilities assumed pursuant to Section 1.3. With respect to all other liabilities and obligations of Buyer assumed from VSI or Seller pursuant to this Agreement, Buyer's obligations pursuant to this Section 4.2 shall continue indefinitely (except to terminate upon the extent reduced by applicable statutes third anniversary of limitation), there the Closing Date. There shall be no minimum threshold, limit on Buyer's obligation to indemnify and hold harmless Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, and VSI from or (ii) any after-tax proceeds received by such party against Losses resulting from any third party, including but not limited to any insurance carrierfraud.

Indemnification by Buyer. Buyer hereby agrees to indemnify that, on and after the Closing, it will indemnify, hold harmless and defend SellerSeller from and against any and all losses, its officersclaims, directorsdemands, shareholdersdamages, agents costs and each expenses (including, without limitation, reasonable attorneys' fees and disbursements) of its every kind, nature and their Affiliates (the “Seller Indemnified Parties”) againstdescription based upon, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any or otherwise in respect of the following: : (a) any untrue representation, breach of warranty or nonfulfillment of any inaccuracy in any representation or warranty made agreement by Buyer pursuant to contained in this Agreement or in any certificatedocuments entered into or delivered in connection herewith; (b) the operations, documentthe use of the Companies' Assets, writing and any work performed by the Companies or instrument delivered the Buyer, after the Effective Date; (c) any and all violations of Environmental Protection Laws, as defined in Section 19(b) of this Agreement, resulting from actions of Buyer or the Companies occurring on or after the Effective Date with respect to the Buyer's ownership or operation of the Pipeline Systems, the Equipment or any of the other assets constituting a portion of the Assets of the Companies; and (d) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, reasonable legal fees and expenses incurred by Seller, directly related to any of the foregoing, or in enforcing this indemnity. This right to indemnification is in addition to any other right available to Seller, including, without limitation, the right of Seller to sue Buyer for a misrepresentation, xreach of warranty, or breach of covenant under this Agreement. 21. Defense by Parties and Indemnification Limits. Notice of any claim for indemnification under this Agreement shall be given promptly to the indemnifying Party stating in reasonable detail the nature of such claim and the amount thereof. If an action, suit or proceeding is brought against a Party with respect to which an indemnifying Party has liability under an indemnity agreement contained herein, the indemnifying Party shall, at its sole expense, conduct the defense of any such action, suit or proceeding. The Party seeking indemnity, at its sole expense, may participate in the defense of any such action, suit or proceeding and, in such event, all Parties shall cooperate fully with each other and their counsel in order to ensure a proper and adequate defense. If the indemnifying Party refuses or declines to defend such action, suit or proceeding, the Party seeking indemnity shall have the right, at the expense of the indemnifying Party to defend such claim with counsel of its own choosing. Other than with respect to Environmental claims which are covered by Section 19(b) hereof, neither Party shall have any obligation to indemnify the other with respect to any asserted loss, claim, expense or liability which does not individually exceed fifty thousand dollars ($50,000),except and unless such claims in the aggregate exceed two hundred fifty thousand dollars ($250,000). Losses which individually exceed fifty thousand dollars ($50,000) or in the aggregate exceed two hundred fifty thousand dollars ($250,000) are referred to as "Allowable Losses". Neither Party shall have an obligation to pay the other Party until the aggregate of Allowable Losses exceeds $250,000. In such event, such Party shall then be obligated thereafter to pay the other Party the entire amount of any losses thereafter which are in excess of the threshold $250,000 amount, such $250,000 threshold shall have to be met only one time, with all losses thereafter being paid, except to the extent they exceed 50% of the Purchase Price as described immediately below. Seller's and Buyer's individual aggregate liability of all indemnification pursuant to this Agreement; (b) any breach , inclusive of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to Environmental claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i19(b) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilitieshereof, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In in no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum an amount equal to fifty percent (50%) of the Purchase Price. In Any claim against Seller or Buyer for indemnity arising under or out of this Agreement must be brought within two (2) years after the Closing Date or, in the case of any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited relating to any insurance carrierTax, within thirty (30) days after the expiration of the applicable statute of limitations (including extensions thereof) for the assessment of such Tax.

Indemnification by Buyer. (a) Following the Closing, subject to the terms of this Article IX, Buyer agrees to indemnify and defend Sellerhold harmless Seller and its Affiliates (excluding the Sold Companies) and their respective successors, its permitted assigns, stockholders, officers, directors, shareholdersemployees, representatives, members, partners and agents and each of its and their Affiliates (collectively, the “"Seller Indemnified Parties”Persons" and, together with the Buyer Indemnified Persons, an "Indemnified Party") against, from and agrees to hold it and them harmless from, any against Losses incurred or suffered by any of the Seller Indemnified Parties Person arising out of, relating to or arising out resulting from (i) any breach of any of the following: representations or warranties made by Buyer in Article IV of this Agreement or (aii) any breach of any of the covenants or any inaccuracy agreements of Parent or Buyer in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreement;. (b) any breach of or failure by Buyer to perform any covenant or The obligation of Buyer set out in this Agreement; (c) to indemnify the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification Seller Indemnified Persons for Losses with respect to claims the matters contained in Section 9.3(a) is subject to the following limitations except with respect to Losses arising from breach of the Buyer Fundamental Representations: (i) Buyer shall not be required to provide indemnification to any Seller Indemnified Person pursuant to Section 9.3(a)(i), unless the aggregate amount of Losses incurred or suffered by Seller Indemnified Persons from the matters contained in Section 9.3(a)(i) exceeds the Deductible, whereupon Buyer shall be liable for all amounts for which indemnification may be sought; (ii) the failure of Buyer to satisfy the Assumed Liabilities, Buyer Seller Indemnified Persons shall have no right to indemnification obligation to Seller under Section 10.3: (i9.3(a)(i) with respect to any claim or series of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for substantially related claims for which the failure sum of Buyer to satisfy all Losses with respect thereto is less than $50,000 (for the Assumed Liabilitiesavoidance of doubt, such indemnification obligations claim or series of claims for which the sum of all Losses with respect thereto is less than $50,000 shall continue indefinitely not count towards the Deductible); and (except iii) in no event shall the aggregate amount of Losses for which Buyer is obligated to indemnify Seller Indemnified Persons pursuant to Section 9.3(a)(i) exceed the Cap. In addition to the extent reduced by applicable statutes of limitation)foregoing limitations, there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In in no event shall Buyer’s 's indemnification obligation obligations under Section 10.3 exceed 9.3(a) exceed, in the sum of aggregate, the Final Purchase Price. In case any event For the avoidance of doubt, except for the previous sentence, none of the limitations set forth in this Section 9.3(b) shall occur which would otherwise entitle either party apply to assert claims for indemnification under Section 9.3(b)(ii), a claim arising out of or relating to a breach of the Buyer Fundamental Representations or claims for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierfraud.

Indemnification by Buyer. (a) Subject to the limitations set forth in Section 11.2(b), following the Initial Closing, Buyer agrees to shall indemnify and defend Seller, its officers, directors, shareholders, agents and each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, against any Losses suffered or incurred or suffered by any of the Seller Indemnified Parties relating to or as a result of, arising out of any of the followingor relating to: (ai) any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to contained in this Agreement;; or (bii) any breach of or failure to perform a covenant or agreement by Buyer to perform any covenant or obligation of Buyer set out contained in this Agreement;; or (iii) any Assumed Liability; or (iv) any liability of Seller for Taxes arising out of or in connection with the Assets, or the ownership or operation of the Assets or Assumed Liabilities, following the relevant Closing Date, or Taxes for which Buyer is responsible pursuant to Section 3 or Section 12; or (v) any liability or obligations of Seller in respect of the guarantees, obligations or other liabilities of Seller described in Section 8.2. (b) For the purposes of this Section 11.2, in computing Losses, the amount of each claim shall be deemed to be an amount net of any insurance proceeds and any indemnity, contribution or other similar payment actually received by or for the benefit of Seller from Buyer or any third party with respect thereto. Notwithstanding the preceding sentence, to the extent Seller actually receives a Tax Recovery or Mitigation Amount in respect of or as a result of a claim arising under this Section 11.2 for which payment has already been made by or on behalf of Buyer, Seller shall, promptly following receipt of such Tax Recovery or Mitigation Amount, refund the amount or value of such duplicative or excess Tax Recovery or Mitigation Amount to Buyer. (c) Buyer shall not be liable hereunder to any other person (including Seller) for any consequential, incidental, special, exemplary or punitive damages, including lost profits or damages determined as a multiple of income, revenue or the Assumed Liabilities;like, relating to the breach or alleged breach of any representation, warranty, covenant or agreement in this Agreement or any other Transaction Document. (d) any claim byFollowing the Initial Closing, or on behalf in the absence of or with respect toBuyer's fraud, Seller's sole and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) exclusive remedy with respect to any claim claims relating to the subject matter of which Seller gives notice to Buyer later than this Agreement or the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for transactions contemplated hereby (including claims for the failure breaches of Buyer to satisfy the Assumed Liabilitiesrepresentations, such indemnification obligations warranties, covenants, and agreements contained in this Agreement or any other Transaction Document) shall continue indefinitely (except be pursuant to the extent reduced by applicable statutes of limitation)indemnification provisions set forth in this Section 11; provided, there shall be no minimum thresholdhowever, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under that nothing in this Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss 11.2(d) shall be deemed a waiver by any party of any right to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, specific performance or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierinjunctive relief.

Indemnification by Buyer. Buyer shall and hereby agrees to indemnify and defend Seller, its officers, directors, shareholders, agents hold Sellers harmless at all times against and each in respect of its any Liabilities and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the following: of, relating to, or resulting from (a) any breach by Buyer of any representation, warranty, covenant or any inaccuracy in any representation or warranty agreement made by Buyer pursuant in this Agreement; (b) the Assumed Liabilities; or (c) the nonperformance of any obligations to be performed on the part of Buyer under this Agreement or any certificateagreement executed pursuant hereto or in conjunction herewith. In addition, document, writing or instrument delivered by Buyer pursuant shall and hereby agrees to this Agreement; indemnify and hold Sellers harmless at all times against any Liabilities and Losses (bother than any Losses attributable to such customer being a lost customer for purposes of Section 2.2(b) any breach hereof) to the extent such Liabilities and Losses arise out of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c1) the Assumed Liabilities; failure of any Corporate Seller to obtain any consent to assign any Customer Contract or Office Lease (dexcept as set forth on Schedule 4.4) or any claim byother Contract to which any Corporate Seller is a party relating to the Work/Family Business, or on behalf of or or, with respect toto the Office Lease relating to 926-928 Commonwealth Avenue in Brookline, and Massachusetts (the "926 Office Lease"), to sublet a portion of the premises subject to such Office Lease or (2) the failure of any obligation Corporate Seller to satisfy any conditions with respect to the assignment of any such Customer Contract, Office Lease or liability other Contract (other than conditions relating to the Corporate Sellers' obligations under any such Customer Contract, Office Lease or loss other Contract relating toto any matters other than the assignment thereof) or, employees with respect to the 926 Office Lease, to sublet a portion of Buyer employed in connection with the Business and arising after the Closing Datepremises subject to such Office Lease. Notwithstanding anything herein contained in this Agreement to the contrary, other than indemnification with respect contrary (but subject to claims for the failure provisions of Buyer to satisfy the Assumed LiabilitiesSection 2.2(b)), Buyer expressly covenants and agrees that it shall have no indemnification obligation to Seller under Section 10.3: (i) with respect not be entitled to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except 10.1 to the extent reduced by applicable statutes that any Losses or Liabilities arise out of limitation)any termination of or other loss of benefits under or pursuant to, there shall be no minimum threshold, and any Customer Contract or Office Lease (except as set forth on Schedule 4.4) or other Contract to which any Corporate Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert is a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent arising out of (i1) the failure of any tax savings realized by Corporate Seller to obtain any consent to assign any such party Customer Contract, Office Lease or other Contract, or, with respect theretoto the 926 Office Lease, to sublet a portion of the premises subject to such Office Lease or (ii2) the failure of any after-tax proceeds received by Corporate Seller to satisfy any conditions with respect to the assignment of any such party from Customer Contract, Office Lease or other Contract (other than conditions relating to the Corporate Sellers' obligations under any third partysuch Customer Contract, including but not limited Office Lease or other Contract relating to any insurance carriermatters other than the assignment thereof) or, with respect to the 926 Office Lease, to sublet a portion of the premises subject to such Office Lease.

Indemnification by Buyer. (a) Buyer agrees to indemnify and defend Seller, its officers, directors, shareholders, agents and hold harmless each of its and their Affiliates (Sellers against any Loss, whether or not actually incurred prior to the “Seller Indemnified Parties”) againstdate referred to in Section 9.2(b), and agrees to hold it and them harmless arising from, relating to or constituting (i) any Losses incurred breach or suffered by inaccuracy in any of the Seller Indemnified Parties relating to or arising out representations and warranties of any of the following: (a) any breach of Buyer contained in this Agreement or any inaccuracy in any representation closing certificate delivered by or warranty made by on behalf of Buyer pursuant to this Agreement (any such breach or inaccuracy to be determined without regard to any certificate, document, writing qualification as to “materiality,” “in all material respects” or instrument delivered by similar qualifications) or (ii) any breach of any of the agreements of Buyer pursuant to contained in this Agreement;Agreement (“Seller Losses”). (b) If any breach Seller has a claim for indemnification under this Section 9.2, such Seller will deliver to Buyer one or more written notices of or failure by Buyer to perform any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained Seller Losses prior to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month second anniversary of the Closing Date. With Buyer will have no liability under this Section 9.2 unless the written notices required by the preceding sentence are given in a timely manner. Any written notice will state in reasonable detail the basis for such Seller Losses to the extent then known by Sellers and the nature of the Seller Losses for which indemnification is sought, and it may state the amount of Seller Losses claimed. If such written notice (or an amended notice) states the amount of Seller Losses claimed and Buyer notifies the Seller or Sellers asserting such claim that Buyer does not dispute the claim described in such notice or fails to notify such Seller or Sellers within 20 business days after delivery of such notice that Buyer disputes the claim described in such notice, Seller Losses in the amount specified in Sellers’ notice will be admitted by Buyer, and Buyer will pay the amount of such Seller Losses to the Seller or Sellers asserting such claim. If Buyer has timely disputed its liability with respect to such claim, Buyer and such Seller or Sellers will proceed in good faith to negotiate a resolution of such dispute. If a written notice does not state the amount of the Seller Losses claimed, such omission will not preclude any Seller from recovering from Buyer the amount of Seller Losses sustained by such Seller with respect to the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article Article IX, no Seller will be required to provide any notice except as provided in this Section 10.3 for claims for 9.2(b). (c) Buyer will pay the failure amount of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except any Seller Losses to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be or Sellers entitled to first dollar indemnification. In no event shall such payment ten (10) days following the determination of Buyer’s indemnification obligation under Section 10.3 exceed liability for and the sum amount of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by Seller Losses (whether such party determination is made pursuant to the extent of (i) any tax savings realized procedures set forth in this Section 9.2, by agreement between such party with respect theretoSeller or Sellers and Buyer, or (ii) by any after-tax proceeds received by such party from any third partyarbitration award or judicial determination that has, including but not limited to any insurance carrierin either case, become final and unappealable).

Indemnification by Buyer. Subject to the provisions of this Agreement, the Buyer agrees to indemnify shall defend, indemnify, and defend Seller, hold harmless the Seller and its officers, directors, shareholders, agents respective successors and each of its and their Affiliates permitted assigns (the “Seller Indemnified Parties”) againstfor, and agrees will pay to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to the amount of Damages suffered or incurred by Seller Indemnified Parties, arising out of from or in connection with any one or more of the following: (a) any Any breach of or any inaccuracy in any representation or warranty made by Buyer pursuant to of any of its covenants or agreements in this Agreement or in any certificate, document, writing or instrument delivered by Buyer pursuant to this Ancillary Agreement; (b) any breach of or Any failure by Buyer to perform any covenant or obligation of Buyer set out its obligations in this Agreement or in any Buyer Ancillary Agreement; (c) Any breach of any warranty or the Assumed Liabilitiesinaccuracy 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; (d) any Any commingling by Buyer of Seller’s household goods shipments and Buyer’s freight; (e) Any Assumed Liabilities; or (f) Any claim by, or on behalf of or liability with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising to shipments loaded after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall the Buyer have any obligations under this Article 11 unless the aggregate Damages for which the Buyer would, but for this limitation, be liable exceed on a cumulative basis an amount equal to One Thousand and 00/100ths Dollars ($1,000.00) (the “Buyer’s indemnification obligation under Section 10.3 exceed Deductible Amount”). Further, notwithstanding anything in this Agreement, the sum aggregate liability of the Purchase Price. In case Buyer under this Article 11 shall in no event exceed Five Hundred Thousand and 00/100ths Dollars ($500,000.00) (the “Buyer’s Capped Amount”).The Buyer’s Deductible Amount and the Buyer’s Capped Amount will not apply to any event shall occur which would otherwise entitle either party intentional breach by the Buyer of any covenant or obligation contained herein or to assert a claim for indemnification hereunderthe Buyer’s obligations under any of the Buyer Ancillary Agreements, no loss it being specifically understood and agreed that the Buyer’s obligations under the Buyer Ancillary Agreements shall be deemed to have been sustained governed solely by such party to the extent terms of (i) each of said Buyer Ancillary Agreements and not by this Agreement in the event of any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierconflict between the two.

Indemnification by Buyer. (a) From and after the Closing and subject to the provisions of this Section 12.3, Buyer agrees to indemnify shall indemnify, defend and defend Sellerhold harmless Sellers, its their respective Affiliates and their and their Affiliates’ respective officers, directors, shareholdersemployees, agents agents, successors and each of its and their Affiliates permitted assigns (collectively, the “Seller Indemnified Parties”) against, and agrees to hold it each of the Buyer Indemnified Parties and them harmless the Seller Indemnified Parties, an “Indemnified Party”) from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of the followingor resulting from: (ai) any breach of or any inaccuracy in or the breach of any representation or warranty made by Buyer pursuant to in this Agreement or any certificate, document, writing or instrument the certificate delivered by Buyer pursuant to Section 10.2(c)(ii) of this Agreement; (bii) any the breach of or failure by Buyer to perform any covenant or obligation of agreement made by Buyer set out or Buyer Subsidiary in this Agreement; (ciii) the any Assumed Liabilities;Liability; or (div) all Liabilities and Claims (other than any claim by, Excluded Liability) relating to the operation of the Business or on behalf the Acquired Assets to the extent arising out of or with respect toresulting from the ownership, and any obligation operation or liability or loss relating to, employees control of Buyer employed in connection with the Business and arising after or the Closing Date. Acquired Assets following the Closing. (b) Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, contrary contained in this Agreement: (i) Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to Liability for any claim for indemnification pursuant to Section 12.3(a)(i) unless (A) the Losses for which Buyer would be responsible for such claim and all related claims exceed the De Minimis Amount and (B) the aggregate amount of which Seller gives notice to Buyer later Losses in respect of breaches of Buyer’s representations and warranties (excluding all Losses associated with claims less than the twelve-month anniversary De Minimis Amount) exceeds the Deductible, in which event Buyer shall be liable solely for Losses in excess of the Closing Date. With respect Deductible up to the Cap; and (ii) Other than in the case of fraud (as construed in accordance with Delaware law), Buyer’s aggregate liability for indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations 12.3(a)(i) shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In in no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierCap.

Indemnification by Buyer. (a) From and after the Closing Date, subject to the other provisions of this Article ‎8, Buyer agrees to indemnify Parent, Seller and defend Seller, its their respective officers, directors, shareholdersemployees and Affiliates (collectively, agents the “Indemnified Seller Entities”) and to hold each of its them harmless from and their Affiliates (the “Seller Indemnified Parties”) against, any and agrees to hold it and them harmless fromall Indemnifiable Losses suffered, any Losses paid or incurred or suffered by any of the such Indemnified Seller Indemnified Parties relating Entity (whether or not such Indemnifiable Losses relate to a direct claim or a Third Party claim) (%3) in connection with, arising out of or resulting from any breach of any of the following: (a) any breach of or any inaccuracy in any representation or warranty representations and warranties made by Buyer pursuant to in Article ‎4 or any Ancillary Agreement, (%4) in connection with, arising out of or resulting from any breach by Buyer of any of its covenants or agreements contained in this Agreement or any certificateAncillary Agreement, document(iii) in respect of Released Liabilities, writing (iv) related to the Assumed Liabilities or instrument delivered by Buyer pursuant (v) related to this Agreement;the Acquired Assets to the extent attributable to the period from and after the Closing Date. (b) any breach of or failure by Buyer Notwithstanding anything to perform any covenant or obligation of Buyer set out the contrary contained in this Agreement; (c) , in no event shall the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained Indemnified Seller Entities be entitled to the contrary, other than aggregate indemnification with respect to claims for pursuant to ‎Section 8.02‎(a)(i) in excess of the failure Cap; provided, that the Cap applicable to any indemnification obligation of Buyer related to satisfy (A) claims pursuant to ‎Section 8.02‎(a)(ii) and (B) claims in respect of any breach of any of the Assumed Liabilities, Specified Representations made by Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than be the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed LiabilitiesPurchase Price; and provided, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation)further, that there shall be no minimum thresholdlimitation on any indemnification obligations of Buyer related to claims pursuant to ‎Section 8.02‎(a)(iii), (iv) and Seller shall be entitled to first dollar indemnification. (v). (c) In no event shall Buyer’s indemnification obligation under Section 10.3 exceed Buyer be obligated to indemnify the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party Indemnified Seller Entities with respect to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party Indemnifiable Losses to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party arising from any third party, including but not limited material breach of any of the Indemnified Seller Entities. (d) This Section is subject to any insurance carrierthe limitations set forth in Section ‎7.03(b).

Indemnification by Buyer. If the Closing occurs, Buyer agrees to shall indemnify and defend Seller, its Affiliates and each of their respective officers, directors, shareholdersemployees, stockholders, agents and each of its representatives against and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, from any Losses suffered or incurred or suffered by any of such Indemnified Party to the Seller Indemnified Parties relating to or extent arising out of any of the followingfrom: (a) any breach of or any inaccuracy in any representation or warranty made of Buyer which survives the Closing contained in this Agreement or in any certificate delivered pursuant hereto (it being agreed and acknowledged by Buyer the parties that for purposes of Seller’s right to indemnification pursuant to this Agreement or Section 10.3 the representations and warranties of Buyer contained herein shall not be deemed qualified by any certificate, document, writing or instrument delivered by Buyer pursuant references herein to this Agreement;materiality generally), (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer set out contained in this Agreement;, (c) all obligations and liabilities related to the Assumed Liabilities;Assets, other than Retained Liabilities and other items which Seller has expressly agreed to pay or perform pursuant to this Agreement or for which indemnification is provided pursuant to Sections 10.1 and 10.2, (d) any claim byall Indemnified Environmental Claims, or on behalf of or with respect toother than Environmental Claims for which Seller is obligated to indemnify Buyer pursuant to Section 10.1; and (e) all Environmental Losses, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, whether arising on-site or off-site, other than indemnification with respect to claims Environmental Losses for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice is obligated to indemnify Buyer later than the twelve-month anniversary of the Closing Date. With respect pursuant to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier10.1.

Indemnification by Buyer. Upon Closing, Buyer agrees to indemnify shall defend, indemnify, and defend hold harmless Seller, its officersAffiliates and their respective members, managers, directors, shareholdersofficers, employees, agents and each of its other representatives from and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless from, any Losses incurred or suffered by any of the Seller Indemnified Parties relating to or arising out of any of against the following: (a) any All Losses arising from the breach by Buyer of or any inaccuracy in any representation or warranty made by Buyer pursuant to set forth in this Agreement or any certificate, document, writing or instrument delivered by Buyer pursuant to this Agreementthat survives Closing; (b) any All Losses arising from the breach of or failure by Buyer to perform of any covenant or obligation of Buyer set out forth in this Agreement; (c) All Losses arising from the Assumed Liabilities;ownership and operation of the Acquired Assets after the Effective Date but excluding the Excluded Obligations; and (d) any claim by, or on behalf of or with respect to, and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and All Losses arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy from the Assumed Liabilities. Notwithstanding the above, Buyer the following limitations shall have no apply to Buyer’s indemnification obligation to Seller under Section 10.3: obligations: (i) with respect Buyer shall not be obligated to indemnify Seller for any claim Loss under clause (a) and clause (b) of which this Section 17.3 unless Seller gives has delivered a written notice of such Loss prior to Buyer later than the twelve-month anniversary expiration of the Closing Survival Date. With respect Any such Loss for which Buyer does not receive written notice prior to indemnification under Section 10.3 for claims for the failure expiration of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss survival period shall be deemed to have been sustained be an Excluded Obligation. (ii) The amount of Losses required to be paid by such party Buyer to indemnify Seller pursuant to this Agreement shall be reduced to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds amounts actually received by Seller pursuant to the terms of insurance policies (if any) covering such party from any third party, including but claim. (iii) In no event will Buyer’s aggregate liability under Section 17.3(a) exceed Ten Million Dollars ($10,000,000); provided that such limitation shall not limited apply to any insurance carrierBuyer’s liabilities attributable to Buyer’s ownership and operation of the Acquired Assets following Closing.

Indemnification by Buyer. (a) Buyer agrees to indemnify each Seller and defend Seller, its officersAffiliates, directors, shareholderspartners, agents and employees against and hold each of its and their Affiliates (the “Seller Indemnified Parties”) against, and agrees to hold it and them harmless fromon an after-Tax basis, from any Losses incurred and all Indemnifiable Damages which any such indemnified party may suffer or suffered incur by any of the Seller Indemnified Parties relating to or arising out of any of the following: (a) any breach reason of or any in connection with (i) the inaccuracy in of any representation or warranty made by of Buyer pursuant to contained in this Agreement or any certificate, document, writing certificate or instrument agreement delivered pursuant hereto; (ii) the breach by Buyer of any covenant made by it in any of the Transaction Documents; (iii) the ownership and operation of the Assets after the Closing Date; and (iv) any obligation or liability assumed by Buyer hereunder or under any document, certificate or agreement delivered pursuant hereto. The foregoing obligation of Buyer shall be subject to this Agreement;and limited by each of the qualifications set forth below. (b) any breach of or failure by Buyer to perform any covenant or obligation of Buyer Except as set out forth in this Agreement; (c) the Assumed Liabilities; (d) any claim bynext succeeding sentence, or on behalf of or with respect toto bona fide and valid claims for which notice has been given prior to the date twelve (12) months from the Closing Date, each representation, warranty and covenant made by Buyer in this Agreement or pursuant hereto and the indemnity obligations set forth in this Section 0 shall survive until the date twelve (12) months from the Closing Date, and thereafter all such representations, warranties, covenants and indemnity obligations and any liability thereunder shall be extinguished. The right of Sellers to assert claims for Indemnifiable Damages arising out of the ownership or operation of the Assets or the Systems after the Closing Date and any obligation or liability assumed by Buyer hereunder or loss relating to, employees pursuant hereto shall survive indefinitely. (c) The indemnity obligations of Buyer employed hereunder shall not apply (i) to the extent that Sellers or any Affiliates are compensated for the same loss under Sellers' or any Affiliate's insurance policies in connection the absence of any indemnity hereunder if the insurers under such policy waive their rights of subrogation with respect thereto; (ii) if the Business damages to Sellers or any Affiliates do not exceed $500,000; and arising after (iii) if such damages exceed $500,000, the Closing Dateindemnity obligations hereunder shall only apply to that portion of the damages that exceed such $500,000 threshold and thereafter losses shall be paid up to a maximum of $9,750,000. Notwithstanding anything herein contained to the contrarycontrary contained herein, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer limitations set forth in this Section 10.2(c) shall have no indemnification obligation to Seller under Section 10.3: (i) not apply with respect to any claim of which Seller gives notice liability related to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum of the Purchase Price. In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier6.6 hereof.

Indemnification by Buyer. (a) Subject to the limitations of Section 11.03(b), Buyer agrees to indemnify in full Imagyn and defend SellerSellers, its and their officers, directors, shareholdersemployees, agents and each of its and their Affiliates stockholders (collectively, the “"Seller Indemnified Parties”") against, and agrees to hold it and them harmless from, against any Losses incurred or suffered by which any of the Seller Indemnified Parties relating may suffer, sustain or become subject to, prior to or arising out the expiration of the applicable survival period described in Section 11.01, as a result of (i) any misrepresentation in any of the following: representations and warranties of Buyer contained in this Agreement or in any of the Related Documents, (aii) any breach of, or failure to perform, any agreement of or any inaccuracy Buyer contained in any representation or warranty made by Buyer pursuant to this Agreement or any certificateof the Related Documents, documentor (iii) any Claims or threatened Claims against Imagyn or either Seller arising out of the actions or inactions of Buyer with respect to the Assets or the Business after the Closing (collectively, writing or instrument delivered by Buyer pursuant to this Agreement;"Seller Losses"). (b) Buyer shall be liable to the Seller Indemnified Parties for any breach Seller Losses (i) only if Imagyn 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 claim or failure by claims prior to the expiration of the period described in Section 11.01 and (ii) only if the aggregate amount of all Seller Losses exceeds the Basket Amount, in which case Buyer shall be obligated to perform indemnify Seller Indemnified Parties only for the excess of the aggregate amount of all such Seller Losses over the Basket Amount; provided, however, that the Basket Amount shall in no event 40 44 apply to any covenant or obligation of Buyer set out in this Agreement; (c) the Assumed Liabilities; (d) any claim by, or on behalf of or with respect to, to make payment to Imagyn and any obligation or liability or loss relating to, employees of Buyer employed in connection with the Business and arising after the Closing Date. Notwithstanding anything herein contained to the contrary, other than indemnification with respect to claims for the failure of Buyer to satisfy the Assumed Liabilities, Buyer shall have no indemnification obligation to Seller under Section 10.3: (i) with respect to any claim of which Seller gives notice to Buyer later than the twelve-month anniversary of the Closing Date. With respect to indemnification under Section 10.3 for claims for the failure of Buyer to satisfy the Assumed Liabilities, such indemnification obligations shall continue indefinitely (except to the extent reduced by applicable statutes of limitation), there shall be no minimum threshold, and Seller shall be entitled to first dollar indemnification. In no event shall Buyer’s indemnification obligation under Section 10.3 exceed the sum Sellers of the Purchase Price. In case any event shall occur which would otherwise entitle either party A Seller Indemnified Party's failure to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained provide the detail required by such party to the extent of clause (i) in the preceding sentence shall not constitute either a breach of this Agreement by the Seller Indemnified Party or any tax savings realized by such party basis for Buyer to assert that the Seller Indemnified Party did not comply with the terms of this Section 11.03 sufficient to cause the Seller Indemnified Party to have waived its rights under this Section 11.03, unless Buyer demonstrates that its ability to defend against any Claims with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrierthereto has been materially adversely affected.