Common use of Indemnification by Buyer Clause in Contracts

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (ia) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties Subject to the extent the Seller Indemnified Party has suffered Losses by reason of such breach limitations contained in excess of the Threshold Amount (it being understood that subject to the following clause (ii)this Article VIII, the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless Shareholders, their Affiliates, each of their respective partners, directors, officers, employees and agents, and each of the Seller heirs, executors, successors and assigns of any of the foregoing (collectively, the "Shareholders Indemnified Parties") from and against, and pay or reimburse (in Buyer Common Shares to be valued at $31.11 per share, subject to customary adjustment in the event of a stock split, etc.) the Shareholders Indemnified Parties from and against for, any and all Losses due to Covered Liabilities actually incurred or paid by the Shareholders Indemnified Parties as a result of: (i) any inaccuracy contained in, omission from or breach of, a representation and warranty made by Buyer in this Agreement or in any document delivered pursuant hereto; provided that in determining whether an inaccuracy, omission or breach has occurred and the Assumed amount of any Covered Liabilities, any knowledge, materiality, material adverse effect, substantial compliance or similar exception or qualification contained in or otherwise applicable to such representation or warranty shall be disregarded; and (ii) breaches the nonfulfillment, nonperformance or other breach of covenants any covenant or agreements agreement of Buyer contained this Agreement. (other than representations and warranties)b) The claims for indemnity by Shareholders Indemnified Parties pursuant to this Section 8.3 are referred to as "Shareholders Claims." The indemnity provided for in this Section 8.3 is not limited to matters asserted by third parties against any Shareholders Indemnified Party, but includes Covered Liabilities actually incurred or (iii) matters constituting fraud or intentional misrepresentation, all without sustained by any application Shareholders Indemnified Party in the absence of the Threshold Amount or Cap Amountthird-party claims.

Indemnification by Buyer. In Buyer agrees that from and after the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer Closing Date it shall indemnify, defend, reimburse defend and hold harmless a Seller, each of its Subsidiaries, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Seller Indemnified Party from Parties”) from, against and against the entirety in respect of any Losses claims, damages, losses, charges, Liabilities, actions, suits, proceedings, judgments, settlements, assessments, Taxes, interest, penalties, and reasonable costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) actually incurred or suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to arising out of or resulting from, (i) any breach of any representation or warranty made by Buyer in Article V of this Agreement (including as if such representations and warranties were made as of the Closing (except for such representations and warranties that are made as of a specific date)) for the period such representation or warranty survives, (ii) except to the extent that the Buyer Indemnified Parties are entitled to be indemnified in respect thereof (without giving effect to the limitations contained in Section 8.1 or 8.3(b)), any of the Assumed Liabilities, (iiiii) breaches any breach of covenants a covenant or agreements agreement of Buyer or any of its Affiliates contained in this Agreement and (other than representations and warrantiesiv) except to the extent that the Buyer Indemnified Parties are entitled to be indemnified in respect thereof (without giving effect to the limitations contained in Section 8.1 or 8.3(b)), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountLiabilities that Buyer has expressly agreed to assume pursuant to this Agreement.

Indemnification by Buyer. In (a) Subject to the event that limitations set forth in this Article 9, from and after the Effective Time, Buyer breaches hereby agrees to indemnify the Holders and their Affiliates, directors, officers, managers, employees, partners, agents, successors and assigns (collectively, the “Holder Indemnified Persons”) against, and to hold each of them harmless from, any and all Damages to the extent arising out of: (i) any misrepresentation or breach of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for any representation or warranty made by Buyer or Merger Sub in this Agreement (or any inaccuracy in the certificate delivered pursuant to Section 2.03(b)(iii)(A)); or (ii) any breach of covenant or agreement made or to be performed by Buyer or Merger Sub pursuant to this Agreement. (b) With respect to indemnification against by Buyer pursuant to Section 11.7 regarding a fact9.03(a), event or circumstance occurring within the applicable survival period specified other than in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety respect of any Losses suffered breach of a Buyer Fundamental Warranty, any breach of covenant or agreement made or to be performed by a Seller Indemnified Party Buyer or Merger Sub pursuant to this Agreement or in connection with such breach; providedthe event of fraud, however, that (i) Buyer shall not be liable for any individual matter or series of related matters unless the Damages with respect thereto exceed the De Minimis Amount, (ii) Buyer shall not be liable for any Damages in respect of any matter unless and until the aggregate amount of all Damages with respect thereto (disregarding any Damages for which the Holders are not liable pursuant to the foregoing clause (i)) exceeds the Deductible, and then only have any obligation to indemnifythe extent of such excess and (iii) the Buyer’s maximum aggregate liability shall be limited to the Cap. For avoidance of doubt, defend, reimburse the rights of Holders and hold harmless any Seller Indemnified Party from and against Losses their Affiliates with respect to Damages arising under Section 9.03(a)(ii) shall not be affected by the fact that such Damages constitute Indemnifiable Taxes resulting from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (iiSection 6.01(d), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. In addition to the event that Buyer breaches any indemnification set forth in Sections 2.02(g)(ii), 6.03(e), 7.01(b), 8.01(d) and 8.01(k), effective as of its representationsthe Principal Closing, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse indemnify and hold harmless a Seller Indemnified Party and its Affiliates and its and their respective directors, officers, employees, agents and representatives (collectively, the “Seller Indemnitees”) against and from any and against all Damages which any Seller Indemnitee may incur or suffer to the entirety extent such Damages arise out of or result from (a) the breach of any Losses suffered representation or warranty made by a Seller Indemnified Party Buyer in connection with such breach; providedthis Agreement (provided that, howeverfor the sole purpose of determining Damages under this Article X (and not, that (i) Buyer shall only have for the avoidance of doubt, for the purpose of determining whether or not any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach breaches of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (iihave occurred), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under in this Section 8.3 to any and all Seller Indemnified Parties Agreement shall not exceed an amount equal be deemed to be qualified as to materiality), (b) the Cap Amount. breach of any covenant or agreement made by Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against in this Agreement or (c) any and all Losses due to (i) of the Assumed Liabilities. Notwithstanding that a claim for Damages may fall into multiple categories of this Section 10.03, (ii) breaches a Seller Indemnitee may recover such Damages one time only. Seller shall take, and shall cause the other Seller Indemnitees to take, all commercially reasonable steps to mitigate any Damages upon becoming aware of covenants or agreements (other than representations and warranties)any event that would reasonably be expected to, or (iii) matters constituting fraud or intentional misrepresentationdoes, all without any application of the Threshold Amount or Cap Amountgive rise thereto.

Indemnification by Buyer. In From and after the event that Buyer breaches any of its representationsClosing, warrantiessubject to the other terms and limitations in this Agreement, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse reimburse, and hold harmless Seller, its Affiliates, and its and their directors, officers, partners, employees, consultants, agents, representatives, advisors, successors, and assigns (individually a "Seller Indemnified Party from and against Party" or collectively, the entirety of any Losses suffered by a "Seller Indemnified Party in connection with such breach; provided, however, that (iParties") Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to asserted against or incurred by any of the Seller Indemnified Parties (i) the Assumed Liabilitiesfor any breach of Buyer's representations or warranties made in this Agreement, (ii) breaches for any breach of the covenants or agreements (other than representations obligations of Buyer and warranties)its Affiliates under this Agreement, or (iii) matters constituting fraud that relate to or intentional misrepresentation, all without any application arise out of the Threshold Amount businesses of SWP or Cap Amountany Subsidiary or the development, construction, ownership, operation, or maintenance of the Development Project or that otherwise relate to or arise out of SWP or any Subsidiary (whether relating to periods of time prior to or after the Closing Date) or to the extent such Losses are not properly asserted by Buyer (or any Buyer Indemnified Party) under the provisions of Section 6.6 or Section 11.1 (subject to the limitations in this Agreement) by the date specified in Section 11.5. Buyer acknowledges that the Losses described in clause (iii) of the preceding sentence shall be retained by and transferred with SWP or any Subsidiary and shall continue to be the responsibility of SWP or any Subsidiary and Buyer. In the event and to the extent that any such Losses incurred by the Seller Indemnified Parties are adjudicated to be attributable to contributory negligence, concurrent liability or fault of the Seller Indemnified Parties', Buyer shall remain liable to indemnify the Seller Indemnified Parties for all such Losses that are not so attributable.

Indemnification by Buyer. In (a) Subject to the event that other terms and conditions of this Agreement, Selling Parties and their respective officers, directors, stockholders and each of their respective affiliates (each a “Selling Party Indemnified Party”) shall be held harmless and indemnified by Buyer breaches to the extent of any Losses resulting from (i) the breach of its representationsany representation or warranty of Buyer contained herein; or (ii) any breach of any covenant or agreement of Buyer contained herein. (b) The amount of any Loss subject to indemnification under this Section 8.3 shall be calculated net of (i) any insurance proceeds actually received by the Shareholder Indemnified Party on account of such Loss and (ii) any indemnification payments made by any third party. (c) A Selling Party Indemnified Party shall give Buyer written notice of any claim, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a factassertion, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller proceeding as to which such Selling Party 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 from and against the entirety of any Losses suffered by a Seller Indemnified Party third party in connection with any such breachclaim; provided, however, that (i) Buyer the failure to provide such notice shall only have not release the Indemnifying Parties from any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties their obligations under this Article VIII except to the extent that the Seller 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 Selling Party Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer otherwise than under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountArticle VIII.

Indemnification by Buyer. In (a) From and after the event Closing, Buyer hereby agrees that Buyer breaches any of its representations, warranties, covenants from and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within after the applicable survival period specified in Section 8.1, then Buyer Closing it shall indemnify, defend, reimburse defend and hold harmless a Seller, ROI, their Affiliates, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the "Seller Indemnified Party from Parties") from, against and against the entirety in respect of any Losses imposed on, sustained, incurred or suffered by a by, or asserted against, any of the Seller Indemnified Party Parties, whether in connection with such breach; providedrespect of third party claims, howeverclaims between the parties hereto, that or otherwise, directly or indirectly relating to, arising out of (i) subject to Section 7.3 (b) hereof any breach or inaccuracy of any representation or warranty made by Buyer shall only have contained in this Agreement or any obligation document delivered pursuant to indemnifythis Agreement for the period such representation or warranty survives, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject for purposes of this Section 7.3(a) any qualifications relating to materiality, including the following clause term "Material Adverse Effect", or relating to Knowledge contained in such representation or warranty shall be disregarded for purposes of determining whether such representation or warranty was breached, (ii)) any material breach of a covenant or agreement of Buyer contained in this Agreement or any document delivered pursuant to this Agreement, the full amount of such Losses (including the Threshold Amountiii) shall be indemnifiable)any and all Taxes and Transfer Taxes for which Buyer is responsible in accordance with Section 5.4, and (iiiv) the maximum amount of all indemnification payments with respect to representations and warranties made use by Buyer under this Section 8.3 to any and all Seller Indemnified Parties its Affiliates of the Transferred Assets following the Closing. (b) Buyer shall not exceed an amount equal be liable to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against for any and all Losses due with respect to (ithe matters contained in Section 7.3(a)(i) in excess of $1,500,000 in the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountaggregate.

Indemnification by Buyer. In Following the event that Closing, Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant agrees to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse indemnify and hold harmless a Seller and its Affiliates and their respective Representatives (the “Seller Indemnified Party Parties”) from and against the entirety of any Losses suffered and all Damages incurred by a any Seller Indemnified Party in connection with, relating to or arising from: 9.3.1 any breach by Buyer of any warranty or the inaccuracy of any representation of Buyer contained in this Agreement, the Ancillary Agreements or in any other agreement or instrument contemplated by this Agreement; 9.3.2 any breach by Buyer of any of Buyer’s covenants contained in this Agreement, the Ancillary Agreements or in any other agreement or instrument contemplated by this Agreement; 9.3.3 any Assumed Liability; and 9.3.4 any third-party claim to the extent Damages resulting therefrom are (i) as a result of the use of, or the research, development, manufacture, commercialization, use or sale of, the BMN-673 or any Product by or on behalf of Buyer or any of its Affiliates, licensee or sublicensee after the Closing Date and (ii) not Damages for which the Buyer Indemnitees are entitled to seek indemnification pursuant to Section 9.2. Notwithstanding the foregoing, the aggregate liability of Buyer for Damages paid with such breachrespect to the indemnification described in Section 9.3.1 shall not exceed US$[*] (the “Buyer Indemnification Cap”); provided, however, that (i) the Buyer Indemnification Cap shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties not apply to the extent the Seller Indemnified Party has suffered Losses by reason of such breach indemnification described in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments Section 9.3.1 with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties Damages arising from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountfraud.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (ia) Buyer shall only have any obligation agrees to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to and Expenses incurred by Seller in connection with or arising from: (i) the Assumed Liabilities, any breach by Buyer of any of its covenants or obligations in this Agreement; or (ii) breaches any breach of covenants any warranty or agreements the inaccuracy of any representation of Buyer or Buyer Guarantor contained in ARTICLE VI or in any certificate delivered by or on behalf of Buyer or Buyer Guarantor pursuant hereto; (other than representations b) Buyer shall not be liable for any claim to the extent that the breach giving rise to such claim has been remedied in full without cost or loss to Seller within 30 days following receipt by Buyer of notice from Seller under Section 11.2(c). (c) Seller shall notify Buyer in writing of any claim alleged in respect of a breach described in Section 11.2(a). If Closing has occurred and warranties)subject to the limitations set forth in this ARTICLE XI, then upon notice to Buyer of any claim of such a breach, Seller shall allow, without prejudice to the validity of such alleged claim, Buyer and its representatives to investigate the matter or (iii) matters constituting fraud circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such claim and for such purpose, Seller shall use its reasonable endeavours to take all such action and give all such information, documentation and assistance including reasonable access to premises and personnel, and the right to examine and copy or intentional misrepresentationphotograph assets, all without any application of the Threshold Amount accounts, documents, books and records, invoices and receipts and to undertake such investigations or Cap Amountinquiries as Buyer or its representatives may reasonably request.

Indemnification by Buyer. In Subject to the event that terms of this Article VIII, from and after the Closing, Buyer breaches any of its representationsand Buyer Parent will, warrantiesjointly and severally, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnifysave, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless Seller, Seller Parent and their Affiliates and each of the directors, officers, equityholders, managers, members, employees, agents, Representatives, successors and permitted assigns of each of the foregoing (collectively, the “Seller Indemnified Parties Parties”) from and against any and all Losses due asserted against, incurred, sustained or suffered by any of the Seller Indemnified Parties as a result of, arising out of or relating to: (a) any breach of any representation or warranty made by Buyer or Buyer Parent contained in Article IV; (b) any breach of any covenant or agreement by Buyer, Buyer Parent or, after the Closing, the Company, contained in this Agreement or in any Ancillary Agreement (unless a remedy is otherwise provided in such Ancillary Agreement); (c) any Post-Closing Liability; (d) any Post-Closing Taxes; and (e) any Buyer Environmental Liability; provided, however, that any indemnification obligation of Buyer or Buyer Parent under this Section 8.2 in connection with any remedial action in respect of any Buyer Environmental Liability will be limited to (i) the Assumed Liabilitiescost of remediation sufficient to achieve commercial/industrial cleanup standards pursuant to any order or requirement of the relevant Governmental Authority, (ii) breaches of covenants or agreements (other than representations and warranties)if applicable, or (iii) matters constituting fraud or intentional misrepresentation, all without any application of as required under applicable Environmental Laws as in effect at the Threshold Amount or Cap Amounttime such Buyer Environmental Liability is addressed.

Indemnification by Buyer. In (a) Subject to the event that Buyer breaches any of its representationsparagraph 8.2(b) and Sections 8.3 and 8.4 hereof, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold harmless a Seller and its shareholders, directors, officers, agents, representatives, successors and assigns (collectively, the “Seller Indemnified Party from and Parties”) against all Damages, incurred by the entirety of any Losses suffered by a Seller Indemnified Party Parties arising directly or indirectly from, with respect to or in connection with such breach; provided, however, that with: (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a Any breach of representations any representation or warranties to the extent the Seller Indemnified Party has suffered Losses by reason warranty of such breach Buyer contained in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and this Agreement or any Buyer closing document; and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made breach by Buyer under of any covenant or agreement contained in this Agreement or any Buyer closing document. (b) Notwithstanding anything in Section 8.3 8.2(a) to the contrary, Buyer will not be obligated to make any indemnification payment to any and all Seller Indemnified Parties (a “Buyer Indemnification Payment”) unless and until the aggregate amount of Damages exceeds the sum of $50,000 (in which case Seller Indemnified parties shall not be entitled to seek compensation for all such damages) and in no event shall the total amount of Indemnification Payments made by the Seller exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due provided that such Cap shall not apply to (i) the Assumed Liabilities, (ii) breaches claims of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application misrepresentation of the Threshold Amount or Cap Amountmaterial fact. All indemnification payments shall be made in shares of FRB Stock with each share valued at $8 per share.

Indemnification by Buyer. In (a) From and after the event that Closing, Buyer breaches shall indemnify Parent, the Members, their respective Subsidiaries and each of their respective officers, directors, employees, stockholders, agents and representatives (the "Symphony Indemnitees"), against and hold them harmless from any Losses suffered or incurred by such Symphony Indemnitee (other than any Loss relating to Taxes, for which the indemnification provisions set forth in Section 8.5 shall govern) to the extent arising from, relating to or otherwise in respect of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against (i) any inaccuracy or breach of any representation or warranty made by Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount this Agreement (it being understood agreed that subject solely for purposes of establishing whether any matter is indemnifiable pursuant to the following this clause (iii), the full amount accuracy of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer shall be determined without giving effect to any qualifications relating to materiality (including Company Material Adverse Effect)) or (ii) any breach, noncompliance or nonfulfillment by Buyer of any covenant, agreement or undertaking to be complied with or performed by it pursuant to this Agreement. (b) Buyer shall not be required to indemnify any Symphony Indemnitee, and shall not have any liability under Section 9.3(a)(i), unless the aggregate of all Losses for which Buyer would, but for this Section 8.3 to any and all Seller Indemnified Parties shall not exceed 9.3(b), be liable thereunder exceeds on a cumulative basis an amount equal to the Cap Amount. Buyer will indemnify Indemnity Threshold and hold harmless then only to the Seller Indemnified Parties from and against extent of any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountsuch excess.

Indemnification by Buyer. In Subject to the event that terms of this Article VIII, from and after the Closing, Buyer breaches shall indemnify Seller and its Affiliates and their respective officers, directors, employees, stockholders, Affiliates, agents and representatives, and each of the heirs, executors, successors and assigns of any of its representationsthe foregoing (collectively, warranties, covenants the “Seller Indemnified Parties”) and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold them harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due incurred or suffered by a Seller Indemnified Party resulting from, arising out of or related to (ia) any breach or inaccuracy of any representation or warranty made by Buyer in this Agreement (it being agreed that for purposes of determining any such breach or inaccuracy such representations and warranties are deemed made as of the date of this Agreement and as of the Closing Date (except for such representations and warranties that are made as of a specific date which shall speak only as of such date)), to the extent that a Seller Indemnified Party provides written notice of such breach or inaccuracy (which notice shall describe the applicable breach or inaccuracy in reasonable detail and indicate the estimated amount, if known or quantifiable, of Losses that have been or may be sustained by the applicable Seller Indemnified Party in connection therewith) to Buyer prior to the applicable Survival Date (or at any time permitted by law, in the case of the Fundamental Representations), (b) any breach of any covenant or agreement of Buyer contained in this Agreement to which it is a party or (c) any Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. In Buyer agrees that from and after the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer Closing Date it shall indemnify, defend, reimburse defend and hold harmless a Seller, each of Seller’s Subsidiaries, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Seller Indemnified Party from Parties”) from, against and against the entirety in respect of any Losses claims, damages, losses, charges, Liabilities, actions, suits, proceedings, judgments, settlements, assessments, interest, penalties, and reasonable costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) actually incurred or suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to arising out of or resulting from, (i) any breach of any representation or warranty made by Buyer in Article V of this Agreement (including as if such representations and warranties were made as of the Effective Time (except for such representations and warranties that are made as of a specific date)) for the period such representation or warranty survives, (ii) except to the extent that the Buyer Indemnified Parties are entitled to be indemnified in respect thereof (without giving effect to the limitations contained in Section 8.1 or 8.3(b)), any of the Assumed Liabilities, (iiiii) breaches any breach of covenants a covenant or agreements agreement of Buyer or any of its Affiliates contained in this Agreement and (other than representations and warrantiesiv) except to the extent that the Buyer Indemnified Parties are entitled to be indemnified in respect thereof (without giving effect to the limitations contained in Section 8.1 or 8.3(b)), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountLiabilities that Buyer has expressly agreed to assume pursuant to this Agreement.

Indemnification by Buyer. In (a) Effective at and after the event that Closing, Buyer breaches shall indemnify Seller, its Affiliates and their respective successors and assignees against and agrees to hold each of them harmless from any and all Damages incurred or suffered by Seller, any of its representationsAffiliates or any of their respective successors and assignees (collectively, warranties“Seller Indemnified Parties”) arising out of, covenants and agreements resulting from or caused by: (i) any misrepresentation or breach of warranty of Buyer (determined without regard to any qualification or exception contained herein and, provided that Seller makes a written therein relating to materiality or Buyer Material Adverse Effect or any similar qualification or standard); (ii) any breach of any covenant or agreement made or to be performed by Buyer pursuant to this Agreement; or (iii) any Assumed Liability. (b) No claim for indemnification will be payable pursuant to Section 9.3(a)(i) unless the Damages suffered by the Seller Indemnified Parties exceed the Threshold Amount, in which case the Seller Indemnified Party or Parties shall be entitled to be indemnified for all Damages incurred by such Seller Indemnified Party or Parties, subject to Section 9.3(c) and Section 9.7. (c) In no event shall the maximum aggregate amount of Damages which the Seller Indemnified Party or Parties shall be entitled to be indemnified against by Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within 9.3(a)(i) exceed two million eight hundred thousand dollars ($2,800,000) (the applicable survival period specified in Section 8.1, then “Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (iiIndemnification Cap”), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold Seller and Judge Imaging and its affiliates and their officers, directors and shareholders harmless a Seller Indemnified Party from against and against the entirety in respect of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Damages which Seller Indemnified Parties shall not exceed an amount equal and Judge Imaging or any such entity or person may suffer, incur or become subject to the Cap Amount. arising out of, based upon or otherwise in respect of: any inaccuracy in or breach of any representation or warranty of Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against made in or pursuant to this Agreement or any and all Losses due to (i) Transaction Document; any breach or nonfulfillment of any covenant or obligation of Buyer contained in this Agreement or any Transaction Document; the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations ; and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application liability arising out of the Threshold Amount operation of the Business after the Closing Date. Inter-Party Claims. Any party seeking indemnification pursuant to this Section (the "Indemnified Party") shall notify in writing the other party or Cap Amountparties from whom such indemnification is sought (the "Indemnifying Party") of the Indemnified Party's assertion of such claim for indemnification, specifying the basis of such claim, including all relevant facts and circumstances and the section(s) of this Agreement under which such claim arises. The Indemnified Party shall thereupon give the Indemnifying Party reasonable access to the books, records and assets of the Indemnified Party which evidence or support such claim or the act, omission or occurrence giving rise to such claim and the right, upon prior notice during normal business hours, to interview any appropriate personnel of the Indemnified Party related thereto.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall release, indemnify, defendreimburse, reimburse defend and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties Indemnitees on demand, from and against any and all Losses due claims, damages (whether direct, indirect, incidental, special or consequential), losses, charges, fees, liabilities, obligations, demands, suits, judgments, actions and other legal proceedings (whether civil or criminal), penalties, fines, sanctions, and any reasonable costs, expenses and attorneys' fees (collectively, "Expenses") imposed on the Seller Indemnitees or asserted against, or suffered or incurred by Seller Indemnitees, which in any way may result from, arise out of, or are in any manner related to a breach of any agreement, representation or warranty by Buyer under this Agreement, and for any injury to or death of any Person, and for any loss of, damage to, or destruction of any property whatsoever, in any manner, arising out of the possession, delivery, non-delivery, ownership, condition, maintenance, lease, disposition, operation or use of an Aircraft following, and including the Delivery Date relating to such Aircraft. It being expressly understood and agreed that the indemnity provided for in this Section 9.1 will not extend to (ia) Expenses which have resulted from the Assumed Liabilities, (ii) breaches willful misconduct of covenants or agreements (other than representations and warranties), such Seller Indemnitee; or (iiib) matters constituting fraud Expenses which are attributable to acts or intentional misrepresentationevents which occur prior to the Delivery Date relating to each Aircraft, all without any application but in such case only to the extent not attributable to acts or omissions of Buyer. The parties agree that indemnification for taxes and impositions is covered in Article 3 and the Threshold Amount or Cap Amountdefinition of "Taxes".

Indemnification by Buyer. In (a) Subject to the event that limitations, conditions and provisions set forth in this ARTICLE 10, after Closing, Buyer breaches hereby agrees to indemnify and hold Seller and its partners, shareholders, members, officers, directors and employees, as the case may be (each a “Seller Indemnified Party” and, collectively, the “Seller Indemnified Parties”), harmless from and against and with respect to, and shall reimburse any of them for, any and all Losses suffered by such Seller Indemnified Party resulting from, arising out of, or relating to any breach of any representation or warranty of Buyer made, or any failure by Buyer to perform any of its representationscovenants or agreements set forth, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that this Agreement. (ib) Buyer shall only have any Buyer’s obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and pursuant to Section 10.3(a) shall be subject to all Losses due to of the following limitations: (i) Buyer’s obligation to indemnify Seller with respect to any Losses set forth in Section 11.1(b) are solely as set forth in Section 11.1(b), which shall be separate and distinct from the Assumed Liabilitiesprovisions of this ARTICLE 10, and not be subject to this Section 10.3. (ii) breaches After the Closing, the Seller Indemnified Parties’ sole and exclusive remedy for any Losses (whether such Losses result from a claim framed in tort, contract or otherwise) arising out of covenants or agreements (in connection with this Agreement, the other than representations Ancillary Documents and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amounttransactions contemplated hereby and thereby shall be a claim for indemnification from Buyer pursuant to this Section 10.3.

Indemnification by Buyer. In (a) Buyer agrees to indemnify and hold Seller, its Affiliates, and their respective officers, directors, managers, employees, successors and assigns, harmless from all Losses suffered or paid, directly or indirectly, as a result of or arising out of: (i) any breach or default in the event that performance by Buyer breaches of any covenant or agreement of its representations, warranties, covenants Buyer contained in this Agreement or any related document executed pursuant hereto; (ii) any breach of warranty or inaccurate or erroneous representation made by Buyer herein (unless such breach of warranty or inaccurate or erroneous representation was known by Seller to exist prior to consummation of Closing hereunder); and (iii) the failure of Buyer to fully pay and agreements contained herein and, provided that discharge as and when same are due the Assumed Liabilities. (b) Buyer shall reimburse Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, any Losses directly arising from an event or circumstance occurring within to which the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; foregoing indemnities relate provided, however, that (i) Buyer shall only have will be entitled to receive as a credit against any obligation indemnification amount owing to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed hereunder an amount equal to the Cap Amountnet proceeds of any insurance policy actually received by Seller for any Loss for which Buyer agreed to indemnify Seller under this Section 8.4. Buyer To the extent Seller has obtained insurance coverage for matters occurring prior to the Effective Time, at the request of Buyer, Seller agrees to make a claim with its carrier with respect to any such Loss. Nothing contained herein will indemnify and hold harmless have the effect of requiring Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountacquire such coverage.

Indemnification by Buyer. In Subject to the event that other provisions of this Article IX, from and after the Closing, Buyer breaches agrees to indemnify, defend and save Seller Indemnified Parties harmless from and against, and to promptly pay to each Seller Indemnified Party or reimburse each Seller Indemnified Party for, any and all Losses sustained or incurred by such Seller Indemnified Party relating to, resulting from, arising out of, or otherwise by virtue of, any of its representations, warranties, the following: (a) any breach of a representation or warranty made herein by Buyer; (b) any non-compliance with or breach by Buyer of any of the covenants and or agreements contained herein and, provided that Seller makes a written claim for indemnification in this Agreement to be performed by Buyer; (c) any liability or obligation of Buyer or any assertion against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against Party, arising out of or relating, directly or indirectly, to any of the entirety Assumed Liabilities; (d) the ownership, operation or use of any Losses suffered by a Seller Indemnified Party the Purchased Assets following the Closing other than with respect to or in connection with such breach; providedthe Excluded Liabilities. For purposes of clarification and not limitation, however, that (i) Buyer shall only have not be liable under this Section 9.3 or otherwise for any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach or relating to the use or ownership of representations or warranties the Purchased Assets prior to the Closing to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer same are not expressly Assumed Liabilities under this Section 8.3 to Agreement; and (e) any claim for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation, execution or consummation of this Agreement based upon an alleged agreement between claimant and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. any of Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountits Affiliates.

Indemnification by Buyer. In Subject to all of the event that Buyer breaches any of its representationslimitations set forth in this Section 7, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; providedafter Closing, however, that (i) Buyer shall only have any obligation agrees to indemnify, defend, reimburse defend and hold harmless any Seller, its Affiliates and each of their respective directors, officers, employees, controlling Persons, agents, attorneys, representatives, successors and permitted assigns (Seller and such Persons are hereinafter collectively referred to as “Seller’s Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (iiPersons”), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses that Seller’s Indemnified Persons may, suffer, sustain, incur or become subject to, to the extent arising out of, or due to to: (ia) any breach of any representation or warranty made or given by Buyer in Section 5 as of the Effective Date (or any other date specified in such representation or warranty); or (b) the Assumed Liabilitiesbreach of any covenant, (ii) breaches undertaking, agreement or other obligation of covenants Buyer required to be performed at or agreements after Closing under this Agreement. In addition, subject to all of the limitations set forth in this Section 7 (other than representations the Basket Amount and warrantiesCap, which will not apply for purposes of this sentence), from and after Closing, Buyer agrees to indemnify (or to cause the indemnification of) Seller for the amount, if any, by which Decommissioning Costs incurred by the Company prior to the *** (iii***) matters constituting fraud or intentional misrepresentation, all without any application year anniversary of the Threshold Amount or Cap Amountcompletion of the restoration and decommissioning activities described in Section 6.8 are less than the amount accrued for the Decommissioning Costs on the Interim Balance Sheet.

Indemnification by Buyer. In Buyer hereby agrees that from and after the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer Closing it shall indemnify, defend, reimburse defend and hold harmless a Seller, its Affiliates, and their respective directors, officers, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the "SELLER INDEMNIFIED PARTIES" and, collectively with the Buyer Indemnified Parties, the "INDEMNIFIED PARTIES") from, against and in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of Seller Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or resulting from, (i) any breach of any representation or warranty made by Buyer contained in this Agreement for the period such representation or warranty survives, PROVIDED that for purposes of this Section 7.4 any qualifications as to materiality or Buyer Material Adverse Effect included in such representation or warranty shall be disregarded for purposes of determining whether such representation or warranty was breached; PROVIDED, HOWEVER, that no Seller Indemnified Party from and against shall be entitled to indemnification hereunder if, on the entirety date of this Agreement, Seller had Knowledge of the claimed breach of any Losses suffered by a representation or warranty with respect to which such Seller Indemnified Party in connection with such breachis seeking indemnification hereunder; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount any breach of all indemnification payments with respect to representations and warranties made by a covenant or agreement of Buyer under contained in this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), Agreement; or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountAssumed Liabilities and any Liabilities of the Transferred Subsidiaries that are not Retained Liabilities.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then (a) The Buyer shall indemnifyindemnify and defend the Shareholders, defendtheir Affiliates and their respective shareholders, reimburse members, managers, officers, directors, employees, agents, successors and assigns (the “Shareholder Indemnitees”) against, and shall hold them harmless a Seller Indemnified Party from from, any and against the entirety all Losses resulting from, arising out of, or incurred by any Shareholder Indemnitee in connection with, or otherwise with respect to (i) any inaccuracy or breach of any Losses suffered representation or warranty made by a Seller Indemnified Party the Buyer in this Agreement or any certificate or other document furnished or to be furnished to the Company or the Shareholders in connection with the transactions contemplated by this Agreement (without regard and without giving effect to any “materiality” or similar qualification contained in any such breachrepresentation or warranty); provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) any breach by the maximum amount Buyer of all any covenant or agreement contained in this Agreement (without regard and without giving effect to any “materiality” or similar qualification contained in any such covenant or agreement). (b) The aggregate Liability for indemnification payments with respect of the Buyer to representations and warranties made by Buyer each Shareholder under this Section 8.3 shall be limited to any and all Seller Indemnified Parties the amount of net proceeds received by such Shareholder pursuant to Section 2.1 hereof. (c) The Shareholder Indemnitees shall not exceed an be entitled to indemnification for any Loss or Losses pursuant to Section 8.3(a)(i) (the “Shareholder Warranty Losses”) unless and until the aggregate amount equal of all Shareholder Warranty Losses incurred by the Shareholder Indemnitees exceeds one percent (1%) of the aggregate purchase price paid pursuant to this Agreement upon the Closing (the “Shareholder Deductible”) and then only to the Cap Amount. Buyer will indemnify and hold harmless extent that the Seller Indemnified Parties from and against any and all Shareholder Warranty Losses due to (i) exceed the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap AmountShareholder Deductible.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant agrees to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse indemnify and hold harmless a each Seller and each of such Sellers' officers, directors, employees, partners and Affiliates (the "Seller Indemnified Party Parties"), from any Losses, which shall result from and against the entirety of any Losses suffered be caused by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a the breach of any of Buyer's representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach contained in excess of the Threshold Amount (it being understood that subject to the following clause (ii)this Agreement, the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount breach by Buyer of all indemnification payments any of its covenants or agreements contained in this Agreement, (iii) Buyer's acts or omissions or failure to satisfy any of its obligations or liabilities to third parties on or after the Cut-Off Time, and (iv) Buyer's failure to obtain or maintain any permit, license, authority, order, approval or other authorization required to own or operate, or conduct the business with respect to representations and warranties made by to, the Account Portfolio Assets; provided, that in no event shall Buyer be obligated under this Section 8.3 Article 7 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any Losses and all Losses due to (i) any interest thereon which shall result solely from the Assumed Liabilities, (ii) breaches of covenants willful misconduct or agreements (other than representations and warranties), gross negligent acts or (iii) matters constituting fraud or intentional misrepresentation, all without any application omissions of the Threshold Amount or Cap AmountSeller Indemnified Parties; but provided nevertheless that if Buyer and Seller are jointly sued by a third party and Buyer and Seller are held to be liable as joint tortfeasors by a court of competent jurisdiction, then the allocation of loss between Buyer and Seller shall be as determined by such court.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant (a) Subject to Section 11.7 regarding a fact13.1 and 13.3(b), event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall agrees to indemnify, defend, reimburse defend and hold harmless a Seller Indemnified Party from and against its stockholders, officers, directors, employees, Affiliates, agents, representatives, successors and assigns (the entirety of any Losses suffered by a "Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (iiGroup"), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to incurred or suffered by them arising out of any of the following: (i) any breach of any representation or warranty made by Buyer in this Agreement or the Assumed Liabilities, Ancillary Agreements; (ii) breaches any breach of covenants or agreements (other than representations and warranties), failure by Buyer to perform any covenant or obligation of Buyer set forth or contemplated in this Agreement or the Ancillary Agreements; (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount Assumed Obligations; and (iv) any liability or Cap Amountobligation arising from the operation of the Business, or the Purchased Assets by Buyer or any of its Affiliates, successors or assigns from and after the Effective Time. (b) The amount for which Buyer shall be liable with respect to any Loss pursuant to Section 13.3(a) shall be reduced to the extent that Seller or any other member of Seller Group shall realize any net proceeds recovered from non-affiliated insurers or other Third Parties with respect to such Loss. If Seller or any other Person entitled to indemnity under Section 13.3(a) shall have received or shall have had paid on its behalf an indemnity payment with respect to a Loss and shall subsequently receive, directly or indirectly, such proceeds, then Seller shall promptly pay to Buyer the net amount of such proceeds or, if less, the amount of such indemnity payment. Seller shall (and shall cause any other Person entitled to indemnity under Section 13.3(a)) to promptly recover insurance proceeds that may be due to Seller or such Person.

Indemnification by Buyer. In After the event that Closing, Buyer breaches any of its representationsshall assume, warrantiesbe responsible for, covenants shall pay on a current basis, and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defendsave, reimburse hold harmless, discharge and hold harmless a release Seller, all of its Affiliates, its and their successors and permitted assigns, and all of their respective stockholders, trustees, directors, officers, employees, agents and representatives (collectively, “Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (iParties”) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due Damages incurred arising from, based upon, related to or associated with (ia) the Acquired Assets (for Damages accruing at or after the Closing Date) and the Assumed Liabilities; (b) the breach of, or failure to perform or satisfy any of the representations, warranties and covenants of Buyer set forth in this Agreement including the Ancillary Documents to which Buyer is a party, (iic) breaches Buyer’s use of covenants or agreements the Marks; and (other than representations and warranties), or (iiid) matters constituting any fraud or intentional misrepresentationwillful misconduct of Buyer in connection with this Agreement, all without including the Ancillary Documents to which Buyer is a party. Notwithstanding anything to the contrary in the foregoing, the right of any application Seller Indemnified Party to assert or otherwise claim indemnification under this Section 9.3 shall irrevocably expire and terminate for each respective Contract on the first day of the Threshold Amount sixth (6th) month after such Contract is fully performed or Cap Amountproperly terminated in accordance with its terms; provided that the foregoing termination of Buyer's indemnity obligations shall not affect any claims asserted by any Seller Indemnified Party before such date.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all Raccoon APA DOCSNY1:1172777.5 12115-16 RM9/RM9 indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. In From and after Closing, and to the event that fullest extent permitted by law, Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant agrees to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold harmless Seller and its Affiliates, shareholders, partners, officers, directors, managers, representatives, employees, agents and assigns (each, a "Seller Indemnified Party Party") harmless, from and against the entirety of any Losses suffered and all Damages incurred by a any Seller Indemnified Party in connection with or arising or resulting from any one or more of the following: (a) any misrepresentation or breach of any representation or warranty, or nonfulfillment of any covenant or obligation of Buyer under this Agreement or any misrepresentation in any statement, document or certificate furnished or to be furnished to Seller pursuant to this Agreement; (b) any Environmental Condition at, on or under or arising or emanating from any of the assets of any Transferred Subsidiary solely arising from Buyer's or such breach; providedTransferred Subsidiary's possession, howeverownership, use, or operation of the assets of the Transferred Subsidiaries after the Closing Time, including any loss, property damage, injury to, or death of any third-party arising therefrom; (c) solely arising from Buyer's possession, ownership, use or operation of the Transferred Shares, the Business or the assets of the Transferred Subsidiaries after the Closing Time (except that (i) Buyer shall only have any obligation no duty to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amountindemnify under this Section 12.2(c) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made any Environmental Condition, which is covered exclusively by Buyer the provisions of Section 12.2(b)); (d) the enforcement of indemnification rights under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to 12.2; and (ie) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. In (a) Buyer hereby agrees to indemnify Sellers and their respective successors, officers, directors, employees, agents and stockholders (collectively, the event that Buyer breaches “Sellers’ Indemnified Parties”), and hold them harmless against any Losses, which any of its representationsthe Sellers Indemnified Parties may suffer, warrantiessustain or become subject to, covenants as a result of (i) any breach of any of the representations and agreements warranties contained herein andin Article IV or in any exhibits, provided that Seller makes a written claim for indemnification against schedules, certificates or other documents delivered or to be delivered by or on behalf of Buyer pursuant to the terms of this Agreement or the Escrow Agreement, (ii) any breach of any covenant contained in Article V or (iii) any breach of, or failure to perform, any agreement of Buyer contained in this Agreement or the Escrow Agreement (collectively, “Sellers’ Losses”). (b) Buyer shall be liable to a Sellers Indemnified Party under Section 11.7 regarding 8.3(a) for any Sellers’ Losses only if a factSellers Indemnified Party delivers to Buyer written notice, event or circumstance occurring within setting forth in reasonable detail the identity, nature and amount of the Sellers Losses prior to the expiration of the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breachindemnification period; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller claim first asserted in writing by a Sellers’ Indemnified Party from and against Losses arising from a breach of representations or warranties with reasonable specification prior to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess expiration of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all applicable indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties period shall not exceed an amount equal to thereafter be barred by the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountapplicable indemnification period.

Indemnification by Buyer. In (a) From and after Closing, Buyer hereby assumes and agrees to release, defend, indemnify and hold Sellers and their Affiliates, and each of their respective officers, managers, directors, employees, equity owners, agents and successors (collectively, the event that Buyer breaches “Seller Indemnified Parties”) harmless from and against any of its representationsand all losses, warrantiesliabilities, covenants obligations, damages, costs and agreements contained herein expenses (individually, a “Loss” and, provided that Seller makes a written claim for indemnification against collectively, “Losses”) based upon, attributable to or resulting from: (i) any breach of any representation or warranty of Parent or Buyer set forth in Article IV hereof, or any representation or warranty contained in any certificate delivered by or on behalf of Parent or Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and this Agreement; (ii) any breach of any covenant or other agreement on the maximum part of Parent or Buyer under this Agreement; (iii) the Assumed Liabilities; (iv) the Assets or Buyer’s ownership or operation of the Assets after the Closing Date; (v) Buyer Taxes; (vi) any and all Expenses incident to the foregoing; and (vii) any other indemnity obligations of Parent, Buyer and their Affiliates expressly set forth in this Agreement. (b) The aggregate amount of all indemnification payments with respect to representations and warranties made by the Buyer under this in satisfaction of claims for indemnification pursuant to Section 8.3 to any and all Seller Indemnified Parties 10.02(a)(i) shall not exceed an amount equal to $2,000,000 (the “Cap”); provided that (A) the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against shall not apply with respect to any and all Losses due resulting from, arising out of or relating to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements the Buyer Fundamental Representations and (other than representations and warranties), or (iiiB) matters constituting fraud or intentional misrepresentation, in no event shall the aggregate amount of all without any application payments made by Buyer in satisfaction of claims for indemnification pursuant to Section 10.02(a)(i) exceed the Threshold Amount or Cap AmountAdjusted Purchase Price actually paid by Buyer.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse indemnify and hold harmless a Seller and its officers, directors, agents, attorneys and employees, and each Person, if any, who controls or may control Seller within the meaning of the Securities Act (hereinafter “Seller Indemnified Party Persons”) from and against the entirety and in respect of any Losses suffered Damages incurred sustained thereby as a result of (i) any inaccuracy or breach of, or any claim by a third party alleging facts that, if true, would mean that Buyer has breached, any representation or warranty of Buyer contained herein or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein, (ii) a breach by Buyer of its obligation to pay the Purchase Price to Seller Indemnified Party in connection accordance with such breachSection 2.2 and the terms and conditions of the Junior Subordinated Note; or (iii) a breach by Buyer of any other covenant or other agreement contained herein or under any other agreement executed and delivered by the parties in furtherance of the transactions described herein; provided, however, that (i) the aggregate indemnification obligation for Damages resulting from breaches of representations and warranties of Buyer shall only have any obligation to indemnifynot exceed the total Purchase Price, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach except in the case of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii) of this Section 8.1(c), in which case the full amount of such Losses (including Damages may exceed the Threshold Amount) shall be indemnifiable), and (ii) total Purchase Price by the maximum amount of all indemnification payments with respect to representations any reasonable and warranties made documented expenses incurred by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from in enforcing this Agreement (including without limitation legal fees and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warrantiesexpenses), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.

Indemnification by Buyer. (i) In the event that Buyer breaches any of its representations, warranties, covenants and or other agreements contained herein andin this Agreement, and provided that a Seller Indemnified Party (as defined below) makes a written claim for indemnification against Buyer within the survival period (if there is an applicable survival period pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.18(a)), then Buyer shall indemnifyindemnify Seller, defendits Affiliates and its directors, reimburse officers, equity holders, subsidiaries, employees, agents and hold harmless representatives (each a “Seller Indemnified Party Party”) from and against any Adverse Consequences the Seller Indemnified Parties may suffer (including any Adverse Consequences the Seller Indemnified Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to or caused by the breach. (ii) In addition to the foregoing, Buyer shall indemnify the Seller Indemnified Parties from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless Adverse Consequences the Seller Indemnified Parties may suffer resulting from, arising out of, relating to or caused by: (A) ownership or operation of the Business or the Acquired Assets arising from and against or relating to the period after the Closing; (B) any and all Losses due liabilities or obligations of related to (i) the Assumed Liabilities, ; or (iiC) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application misrepresentation of the Threshold Amount or Cap AmountBuyer.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse defend and hold harmless a Seller Indemnified Party from and against the entirety any of any Losses suffered by a Seller Indemnified Party in connection with such breach; providedits officers, howeverdirectors, that (i) Buyer shall only have any obligation to indemnifyemployees and agents, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due which are asserted against, imposed upon, or incurred or suffered directly or indirectly by any such indemnified party as a result of, arising from or relating to any inaccuracy in, or breach or nonperformance of, any of the representations, warranties, covenants or agreements made by Buyer in this Agreement, including any claim, demand, suit or action brought by a third party asserting matters which, if true, would result in such a breach or nonperformance, except that such indemnity shall not apply to the extent that such matter results directly from a breach of any obligation of Seller to Buyer. Buyer shall not have any obligation to indemnify Seller from and against any Losses caused by the breach by Buyer of any representation or warranty in this Agreement to the extent the Losses Seller has suffered by reason of such breaches exceeds a $2,500,000 ceiling (after which point Buyer will have no obligation to indemnify Seller from and against any further such Losses). The foregoing indemnification ceiling shall not apply to, and Buyer shall be liable for the entirety of any Losses with respect to, (i) any breach by Buyer of the Assumed Liabilitiesaforementioned representations and warranties if Buyer had knowledge of such breach at any time prior to the date on which the representation or warranty is made, (ii) breaches any breach of covenants any covenant or agreements (other than representations and warranties), agreement of Buyer or (iiiii) matters constituting fraud or intentional misrepresentation, all without in relation to any application of the Threshold Amount or Cap AmountAssumed Liability.

Indemnification by Buyer. In (a) Subject to the event that limitations contained in this Article VIII, following the Closing, Buyer breaches agrees to indemnify the Stockholders and their successors and assigns and each of their respective officers, directors and employees in his, her or its capacity as such (collectively, the “Stockholder Indemnified Parties”) from and hold them harmless against any Losses which the Stockholder Indemnified Parties may suffer, sustain or become subject to as a result of or arising out of (i) any breach of any of its representationsthe representations and warranties of Buyer or Merger Subsidiary contained in this Agreement, warranties(ii) any breach of, covenants and agreements or failure to perform, any covenant of Buyer or Xxxxxx Xxxxxxxxxx contained herein andin this Agreement or (iii) any breach of any covenant to be performed by the Surviving Corporation after the Closing (collectively, provided that Seller makes a written “Stockholder Losses”). (b) No claim for indemnification against Buyer pursuant to under Section 11.7 regarding 8.03(a) shall be made by a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Stockholder Indemnified Party from unless and against until the entirety aggregate amount of any all Losses suffered by a Seller the Stockholder Indemnified Party Parties exceeds the Basket Amount, in connection with such breachwhich case Buyer shall be obligated to indemnify the Stockholders for the aggregate amount of Stockholder Losses in excess of the Basket Amount; provided, however, that (i) the Basket Amount shall not apply to Stockholder Losses by reason of any claims brought on the basis of actual fraud by Buyer or Merger Subsidiary nor shall only have it apply to any obligation to indemnify, defend, reimburse and hold harmless Losses suffered by any Seller of the Stockholder Indemnified Party from and against Losses arising Parties resulting from a breach of representations the provisions of Article I or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amount.5.11

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant agrees to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer shall indemnify, defend, reimburse indemnify and hold the Sellers harmless a Seller Indemnified Party (subject to the terms of this Article IX) from and against the entirety of any Losses and all Damages imposed upon, or incurred or suffered by any Seller, directly or indirectly, as a Seller Indemnified Party result of, arising from or in connection with any breach of any representation or warranty made by Buyer to the Sellers in this Agreement, whether or not any such breachDamages are in connection with any action, suit, proceeding, demand or judgment of a third party (including Governmental Authorities); provided, however, that neither Sellers nor any of their respective affiliates shall be entitled to any indemnification to the extent that the aggregate amount of Damages exceeds $9,500,000 (other than (i) for breaches of Section 4.1 or 4.2 of this Agreement or (ii) for Damages incurred or suffered by any Seller in connection with any Assumed Liabilities or any client Contract assumed by Buyer); and provided further, however, that Buyer shall be liable to Sellers under this Section 9.3 only have any obligation if the aggregate cumulative liability of Buyer to indemnifysuch entities pursuant to this Section 9.3 for all such matters is in excess of $750,000 (provided that such deductible does not apply to Damages incurred under (ii) above for Transfer Taxes incurred under Section 11.8 below), defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties at which point Sellers shall be entitled to receive all Damages (subject to the extent preceding proviso) in excess of $750,000. Notwithstanding the Seller Indemnified Party has suffered Losses foregoing provisions of this Section 9.3, if any event occurs and Sellers would be entitled to indemnification under the provisions of this Section 9.3 by reason of such breach event but for the second proviso in excess of the Threshold Amount (it being understood that subject to the following clause (ii)immediately preceding sentence, the full amount notice and procedural provisions of this Article IX shall nevertheless apply to such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountevent.

Indemnification by Buyer. In the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified in Section 8.1, then Buyer C&A shall jointly and severally indemnify, defend, reimburse defend and hold harmless a Seller Indemnified Party from Seller, Bretlin and Parent and their officers, directors and affiliates from, against the entirety and with respect to any Loss arising out of any Losses suffered by a Seller Indemnified Party or in connection with such breachany of the following: any breach of any of the representations and warranties of Buyer or C&A contained in or made pursuant to this Agreement; providedany failure by Buyer or C&A to perform or observe, howeverin full, that any covenant, agreement or condition to be performed or observed by it pursuant to this Agreement; all obligations under the Assumed Contracts assumed by Buyer arising on or after the Effective Time, as provided under Section 1.4; or Buyer's or C&A's ownership and operation of the Business and the Purchased Assets on and after the Effective Time. Notice of Claim. Any party seeking to be indemnified hereunder (ithe "Indemnified Party") Buyer shall only have shall, within 60 days following discovery of the matters giving rise to a Loss, notify the party from whom indemnity is sought (the "Indemnity Obligor") in writing of any obligation claim for recovery, specifying in reasonable detail the nature of the Loss and the amount of the liability estimated to indemnify, defend, reimburse and hold harmless any Seller arise therefrom. The failure of the Indemnified Party from and against Losses arising from to notify the Indemnity Obligor on a breach timely basis will not relieve the Indemnity Obligor of representations or warranties any liability that it may have to the Indemnified Party, subject to the survival provisions of Section 8.1 hereof to the extent applicable, except to the Seller extent that the Indemnified Party has suffered Losses by reason demonstrates that the defense of such breach in excess of action is materially prejudiced by the Threshold Amount (it being understood that subject Indemnity Obligor's failure to the following clause (ii), the full amount of give such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, (ii) breaches of covenants or agreements (other than representations and warranties), or (iii) matters constituting fraud or intentional misrepresentation, all without any application of the Threshold Amount or Cap Amountnotice.

Indemnification by Buyer. In Subject to the event limits set forth in this Section 8.1, Buyer agrees to indemnify, defend and hold Seller, its affiliates and its and their agents and representatives (the "Seller Indemnified Persons") harmless from and in respect of any and all Losses that they may incur arising (A) out of or due to any inaccuracy of any representation or the breach of any warranty, covenant, undertaking or other agreement of Buyer breaches or Hanover contained in this Agreement; (B) as a result of the conduct of the Compression Services Business or of any Transferred Subsidiary after the Closing Date; (C) under any guarantees, standby letters of credit or other forms of credit support provided by Seller or any of its representationsaffiliates to third parties in respect of obligations of the Compression Services Business or of any Transferred Subsidiary and (D) out of or due to the Assumed Liabilities. Anything to the contrary contained herein notwithstanding, (X) none of Seller Indemnified Persons shall be entitled to recover from Buyer or any of its affiliates for any claims for indemnity or damages with respect to any inaccuracy or breach of any representations or warranties, covenants unless and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer until the total of all such claims in respect of Losses pursuant to this Section 11.7 regarding a fact, event or circumstance occurring within 8.1(b) exceeds $1,000,000 (the applicable survival period specified in Section 8.1, "Seller Deductible") and then Buyer shall indemnify, defend, reimburse and hold harmless a Seller Indemnified Party from and against only for the entirety of any Losses suffered amount by a Seller Indemnified Party in connection with which such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of claims exceed such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable)amount, and (iiY) the maximum amount of all indemnification payments with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed be entitled to recover more than an amount equal to fifty percent (50%) of the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against Purchase Price for any and all Losses due to (i) the Assumed Liabilities, (ii) inaccuracies or breaches of covenants representations or agreements (other than representations and warranties)warranties hereof, or (iii) matters constituting fraud or intentional misrepresentation, all without any application it being understood that no such limit shall apply in the case of the Threshold Amount or Cap Amountfraud.

Indemnification by Buyer. In (a) Subject to Section 11.03(b), Seller, its Affiliates and their successors and permitted assigns, in accordance with Section 13.03, and the event officers, directors, employees and agents of Seller, its Affiliates and their successors and permitted assigns, in accordance with Section 13.03 (each a "Seller Indemnified Party"), shall be indemnified and held harmless by Buyer for any and all Losses to the extent arising out of or resulting from: (i) the breach of (A) any representation or warranty made by Buyer contained in this Agreement, it being understood that solely for purposes of this Section 11.03, such representations and warranties shall be interpreted without giving effect to any limitations or qualifications as to "materiality" (including the words "material" or "Material Adverse Effect" but excluding any dollar limitations or thresholds) set forth therein or (B) any covenant of Buyer breaches contained in Section 6.02; or (ii) the breach of any covenant or agreement by Buyer contained in this Agreement (other than any covenant in Article IX or this Article XI) requiring performance after the Closing Date; or (iii) the Assumed Liabilities; or (iv) liabilities of its representations, warranties, covenants the Company and agreements contained herein and, provided that the Company Subsidiary (to the extent not retained or indemnified against by Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact11.02 or 11.06, event or circumstance occurring within the applicable survival period specified in Section 8.1Article VIII or IX) (including indemnifying, then Buyer shall indemnify, defend, reimburse defending and hold harmless a Seller Indemnified Party from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breach; provided, however, that (i) Buyer shall only have any obligation to indemnify, defend, reimburse and hold holding harmless any Seller Indemnified Party from and in the event that any of them is named as a defendant in a suit or claim where the allegations against Losses arising from a breach such party involve the conduct of representations Company or warranties Company Subsidiary) to the extent such Seller Indemnified Party's Losses arise from such conduct; or (v) any guarantees of Seller or its Affiliates of the obligations of Seller or the Subsidiary or with respect to the Company, the Company Subsidiary, any Other Assets or any Assumed Liability; or (vi) any severance pay paid to Continued Employees under Seller's Separation Pay Plan listed on Section 3.13(a) of the Seller Disclosure Schedule to the extent severance is paid by Seller or its Affiliates to or in respect of Continued Employees pursuant to a final judicial determination or otherwise agreed to by Buyer and any costs incurred by Seller in defending against any claims for severance; or (vii) the OIG Liabilities (other than Losses for which indemnification is provided to Buyer by Seller under Section 11.06). To the extent any obligation of Buyer in this Section 11.03 may be unenforceable, Buyer shall contribute the maximum amount that it is permitted to contribute under applicable law to the payment and satisfaction of all Losses incurred by the Seller Indemnified Party Parties for which Buyer has suffered an indemnification obligation under this Section 11.03. (b) No claim may be made against Buyer for indemnification pursuant to Section 11.03(a)(i) unless the aggregate of all Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments Seller Indemnified Parties with respect to representations and warranties made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties 11.03(a)(i) shall not exceed an amount equal to $25,000,000, and Buyer shall then only be liable for Losses in excess of such $25,000,000 amount. No Seller Indemnified Party shall be indemnified pursuant to Section 11.03(a)(i) with respect to any individual item of Loss if the Cap Amount. Buyer will indemnify and hold harmless aggregate of all payments made for Losses of the Seller Indemnified Parties from and for which the Seller Indemnified Parties have received indemnification pursuant to Section 11.03(a)(i) shall have exceeded $245,000,000. For the purposes of this Section 11.03(b), in computing such individual or aggregate amounts of claims, the adjustments provided in Section 11.05 shall be taken into account. (c) Notwithstanding the foregoing, no claim may be made against any and all Losses due Buyer for indemnification pursuant to Section 11.03(a)(i)(A), with respect to (i) breaches of the Assumed Liabilitiesrepresentations and warranties contained in Sections 4.05 and 4.07, in either such case, unless the aggregate of Losses under such section shall exceed an amount equal to $15,000,000, (ii) breaches of covenants or agreements (other than the representations and warranties)warranties contained in Sections 4.02 and 4.08, or (iii) matters constituting fraud or intentional misrepresentationin either such case, all without any application unless the aggregate of the Threshold Amount or Cap Amount.Losses under such section shall exceed an amount equal to $5,000,000 and

Indemnification by Buyer. In Subject to the event that Buyer breaches any of its representations, warranties, covenants and agreements contained herein and, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 11.7 regarding a fact, event or circumstance occurring within the applicable survival period specified limitations set forth in Section 8.111.3, then from and after the Effective Time, Buyer shall will indemnify, defend, reimburse defend and hold harmless a Seller the Members and their affiliates and representatives (all such foregoing persons, collectively, the “Member Indemnitees”; each Buyer Indemnitee and each Member Indemnitee, as the context requires, is sometimes referred to herein as an “Indemnified Party Party” or an “Indemnifying Party”), from and against the entirety of any Losses suffered by a Seller Indemnified Party in connection with such breachPerson may suffer, sustain or become subject to (“Member Indemnifiable Losses”; providedBuyer Indemnifiable Losses and Member Indemnifiable Losses, howeveras the context requires, that are each sometimes referred to herein as “Indemnifiable Losses”), resulting from: (i) Buyer shall only have Any breach or inaccuracy of any obligation to indemnify, defend, reimburse and hold harmless any Seller Indemnified Party from and against Losses arising from a breach of representations representation or warranties to the extent the Seller Indemnified Party has suffered Losses by reason of such breach in excess of the Threshold Amount (it being understood that subject to the following clause (ii), the full amount of such Losses (including the Threshold Amount) shall be indemnifiable), and (ii) the maximum amount of all indemnification payments with respect to representations and warranties warranty made by Buyer under this Section 8.3 to any and all Seller Indemnified Parties shall not exceed an amount equal to Article VIII as of the Cap Amount. Buyer will indemnify and hold harmless the Seller Indemnified Parties from and against any and all Losses due to (i) the Assumed Liabilities, Closing; or (ii) breaches Any nonfulfillment or breach of covenants any covenant, agreement or agreements (other than representations and warranties)obligation to be performed by Buyer or the Surviving Company pursuant to this Agreement or any agreement or instrument executed in connection herewith or pursuant hereto. Notwithstanding anything to the contrary contained herein, or (iii) matters constituting fraud or intentional misrepresentation, all without in no event will Member Indemnifiable Losses include any application of the Threshold Amount or Cap AmountBuyer Indemnifiable Losses.