Common use of Indemnification by Buyers Clause in Contracts

Indemnification by Buyers. (a) Subject to this Article 11, Buyers, from and after Closing, shall indemnify and hold harmless Sellers, their Affiliates, and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives (collectively, “Sellers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result of, or with respect to (i) the breach of any of the representations or warranties made by Buyers in this Agreement, (ii) any breach or non-fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject From and after the Closing, and subject to this Article 11ARTICLE 8, Buyers, from jointly and after Closingseverally, shall defend, indemnify and hold harmless Sellers, their Affiliates, Seller and each of its Affiliates and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives and agents (collectively, the “Sellers Indemnified PartiesSeller Indemnitees”) from and against against, and pay or reimburse the Seller Indemnitees for, any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result of, or with respect to the extent resulting from: (i) the any breach of any of the representations representation or warranties warranty made by Buyers in this Agreement, ARTICLE 3; or (ii) any breach or non-fulfillment in performance by Buyers of any of the their respective covenants or other agreements made contained herein. Seller Indemnitees shall not be entitled to recover under Section 8.3(a)(i) for an individual claim or group of related claims unless and until the amount of Losses that otherwise would be payable pursuant to Section 8.3(a)(i) with respect to such claim or group of related claims exceeds the Per Claim Threshold, provided, further, that no claims by Buyers Seller Indemnitees shall be asserted under Section 8.3(a)(i) unless and until the aggregate amount of Losses that would otherwise be payable hereunder exceeds on a cumulative basis the Indemnification Deductible, and then only to the extent such Losses exceed the Indemnification Deductible. Any such individual claims or group of related claims for the amounts less than the Per Claim Threshold shall be ignored in determining whether the Indemnification Deductible has been exceeded. The Per Claim Threshold and the Indemnification Deductible shall not apply with respect to any: (i) claims for indemnification for any breach of a Fundamental Representation; or (ii) claims with respect to any Buyer’s actual and intentional fraud with respect to any express provisions in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors;. (b) Notwithstanding the limitations set forth above in Section 8.3(a), Buyers will have no obligation to indemnify Sellers Indemnified Parties shall not be liable for indemnification for any claims made pursuant to Section 11.2(a)(i8.3(a)(i) in excess of $102,500,000. (c) Notwithstanding anything to the contrary herein, the limitations in Section 8.3(b) shall not apply with respect to any: (i) claims for indemnification for any breach of Indemnifiable Losses arising from the breach of, a Fundamental Representation; or inaccuracy in, (ii) claims with respect to any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, Buyer’s actual and intentional fraud with respect to any express provisions in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000this Agreement; provided, however, that in no event shall the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) aggregate monetary obligations of Buyers or any of their respective Affiliates in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to connection with the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under transactions contemplated by this Agreement will not exceed the Final Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapPrice. (d) Anything herein to For purposes of calculating Losses hereunder (but not for purposes of establishing whether a breach has occurred), any materiality qualifications in the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 representations and Section 10.13 warranties in ARTICLE 3 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c)disregarded.

Indemnification by Buyers. (a) Subject to this Article 11In consideration of the Company's execution and delivery of the Transaction Documents and the Company's performance of the transactions contemplated thereunder, Buyerseach Buyer shall severally and not jointly defend, from and after Closingprotect, shall indemnify and hold harmless Sellersthe Company, their Affiliates, its officers and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives directors (collectively, “Sellers Indemnified Parties”the "Company Indemnitees") from and against any and all Indemnifiable Losses that such Sellers actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith and including reasonable attorneys' fees and disbursements (the "Company Indemnified Party incurs Liabilities"), incurred by any Company Indemnitee as a result of, or with respect to (i) the breach of any of the representations or warranties made by Buyers in this Agreement, (ii) any breach or non-fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach out of, or inaccuracy in, relating to (a) any material representation or breach of any representation or warranty described therein unless made by such Buyer in the aggregate amount Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (b) any material breach of all any covenant, agreement or obligation of such Indemnifiable Losses incurred Buyer contained in the Transaction Documents or suffered by Sellers Indemnified Parties exceeds $700,000any other certificate, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000instrument or document contemplated hereby or thereby; provided, however, that any Buyer shall not be jointly liable for the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect obligations of breaches of, any other Buyer or inaccuracies in, representations investor and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not the Buyer subject to the monetary limitation set forth in an indemnification obligation shall be liable under this Section 11.2(b); and (c8(b) Buyers’ aggregate liability in respect for only that amount of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will Company Indemnified Liabilities as does not exceed the Purchase Price Capnet proceeds to such Buyer as a result of the sale of Common Shares held by such Buyer. To the extent that the foregoing undertaking by a Buyer may be unenforceable for any reason, except such Buyer shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law; provided, however, that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) any Buyer shall not be jointly liable for the indemnification obligations of any other Buyer or investor and the Buyer subject to an indemnification obligation shall be liable under this Section 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the 20% Cap or net proceeds to such Buyer as a result of the Purchase Price Capsale of Common Shares held by such Buyer. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject to this Article 11The Buyers shall, Buyersseverally and not jointly, from and after Closing, shall indemnify and hold harmless Sellersthe Company, their Affiliatesits directors, officers and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective officers, the directors, equity holders, managers, members, principals, attorneys, agents, officers and employees or other representatives of such controlling Persons (collectively, the “Sellers Company Indemnified Parties”) ), to the full extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), to which the Company Indemnified Parties may become subject under the Securities Act or otherwise, arising solely out of or based solely upon any and all Indemnifiable Losses untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such Sellers Indemnified Party incurs untrue statement or omission is contained in any information so furnished in writing by each Buyer to the Company specifically for inclusion in the Registration Statement or such Prospectus. Notwithstanding anything to the contrary contained herein, the Buyers shall be liable severally and not jointly under this Section 5.2 for only that amount as does not exceed the net proceeds to each Buyer as a result of, or with respect to (i) the breach of any of the representations or warranties made by Buyers in this Agreement, (ii) any breach or non-fulfillment sale of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties Registrable Securities pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Registration Statement. The Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject liable for any Losses under this Section 5.2 where the Buyers furnished in writing to the 20% Cap or the Purchase Price Cap. (d) Anything herein Company, information expressly for use in, and within a reasonable period of time prior to the contrary notwithstandingeffectiveness of, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall the Registration Statement or any amendments or supplements thereto which corrected or made not be subject misleading information previously provided to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c)Company.

Indemnification by Buyers. The parties acknowledge that as a matter of law the liability of the Terminating Entity for its debts and obligations will become the liabilities of the Surviving Corporation upon the Effective Time of the Merger. However, to protect the Stockholders, the Principals, and all of their respective heirs, legal representatives, successors and permitted assigns (athe "Stockholder Group") Subject in the event that for any reason claims are made against any member of the Stockholder Group for payment or satisfaction of liabilities or obligations of the Company, the Terminating Entity or the Surviving Corporation, Buyers hereby agree to this Article 11defend, Buyers, from and after Closing, shall indemnify and hold harmless Sellersthe Stockholder Group, their Affiliates, and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives (collectively, “Sellers Indemnified Parties”) from and against any and all Indemnifiable Losses Damages to the extent arising from or attributable to (1) the operations of Company or the Surviving Corporation after or prior to the Closing Date and (2) Buyers' breach of the representations and warranties, covenants and agreements made by the Buyers in this Agreement or in any certificate delivered by Buyers at the Closing; PROVIDED, HOWEVER, that such Sellers Indemnified Party incurs as Buyers shall not be obligated to defend, indemnify and hold the Stockholder Group harmless with respect to any liability or obligation arising from a result breach of, or with respect the failure to (i) perform or satisfy any of, the breach representations, warranties, covenants and agreements of any member of the representations or warranties made by Buyers in this Agreement, (ii) any Stockholder Group contained herein if either Buyer would be entitled to indemnification hereunder for such breach or non-fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors;failure to perform. (b) Buyers will The representations, warranties and related indemnities of the parties hereto set forth in this Agreement or in connection with the transactions contemplated hereby shall survive the Closing except as expressly provided in Section 11.01(c). (c) All representations and warranties of the parties contained in this Agreement shall expire, terminate and be of no force and effect (or provide the basis for any claim) and no party shall have no any obligation to indemnify Sellers Indemnified Parties pursuant any other party hereunder unless written notice of any indemnifiable claim resulting from any breach thereof is received prior to Section 11.2(a)(i) in respect the date upon which one full year of Indemnifiable Losses arising from combined audited financial statements of Rexall and the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000Company are first published; provided, however, that the foregoing limitation will not apply (i) with respect to claims resulting from a breach of any representation, warranty or covenant relating to the Company or either Buyer incurring any income Taxes prior to the Closing Date (a "Tax Claim"), written notice of any such Tax Claim must be received prior to the expiration of the statutory period during which any taxing authority may bring a claim against the Company or the Buyers for indemnification pursuant Taxes which are the subject of any such Tax Claim, and (ii) with respect to Section 11.2(a)(i) in respect any claim relating to a breach of breaches of, or inaccuracies in, the representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectivelySections 5.03 and 6.03, “Buyers Fundamental Representations”)no such time limitations shall be applicable. For avoidance of doubt, Any claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification made under this Agreement will not exceed Article 11 after the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) periods described above shall not be subject to the 20% Cap or the Purchase Price Capforever barred. (d) Anything herein The Stockholders and the Principals shall be obligated to indemnify as and to the contrary notwithstandingextent set forth in this Agreement only if and to the extent the aggregate of all of the Stockholders' and the Principals' liability under such indemnity obligations exceeds $750,000, obligations (for example, if the indemnity claims for which the Stockholders and the Principals would, but for the provisions of Buyer this paragraph (d), be liable under Section 10.1this Agreement aggregate $749,000, 10.2 the Stockholders and Section 10.13 shall the Principals would not be liable for any payment, but if such claims aggregate $751,000, the Stockholders and the Principals would then be liable for $751,000). Moreover, subject to the monetary limitation last sentence hereof, in no event shall the aggregate indemnification liability of the Stockholders and the Principals hereunder exceed $25,000,000. In no event shall this paragraph apply to any liability of Stockholders and the Principals for indemnification for any Tax Claim. (e) For purposes of this Section 11.01(e), a party making a claim for indemnity under Section 11.01(a) is hereinafter referred to as an "Indemnified Party" and the party against whom such claim is asserted is hereinafter referred to as the "Indemnifying Party". All claims by any Indemnified Party under Section 11.01(a) hereof shall be asserted and resolved in accordance with the following provisions. If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by such third party, said Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party's claim for indemnification; PROVIDED, HOWEVER, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced or to the extent that any applicable period set forth in Section 11.2(b11.01(c) has expired without such notice being given. After receipt by the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the 20% Cap request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the Purchase Price Cap subject of the Indemnified Party's notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including but not limited to the posting of such bond or other security as may be required by any Governmental Authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in Section 11.2(c)advance by the Indemnifying Party for any costs and expenses thereby incurred, (i) take such action as the Indemnifying Party may reasonably request in connection with such action, (ii) allow the Indemnifying Party to dispute such action in the name of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, and (iii) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense.

Indemnification by Buyers. (a) Subject to the other terms and conditions of this Article 11XI and Section 13.1, BuyersBuyers agree, from jointly and after Closingseverally, shall to defend, indemnify and hold harmless Sellers, their Affiliates, and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives (collectively, “each Sellers Indemnified Parties”) Group Member from and against any and all Indemnifiable Losses that and Expenses incurred by such Sellers Indemnified Party incurs Group Member (whether or not such Losses and Expenses involve a Third Person Claim (as a result of, defined below)) in connection with or with respect to arising from: (i) the (A) any breach of any warranty or the inaccuracy of any representation of Buyers contained or referred to in this Agreement as of the date hereof and as if such representation or warranty was made on and as of the Closing (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or warranties made breach of which will be determined with reference to such specified date) or (B) any inaccuracy in any certificate delivered by or on behalf of Buyers in this Agreement, pursuant hereto; (ii) any breach by Buyers of any of their covenants or nonagreements or any failure by Buyer to perform any of their obligations in this Agreement or the Non-fulfillment Competition Agreement; or (iii) any third person claim arising out of any of the covenants information provided or other agreements made actions taken by or on behalf of the Sellers or the Acquired Companies under Section 7.1(b), including any claim arising out of the sole or contributory negligence of such Person, except to the extent such claim otherwise arises from a breach of any representation or warranty in Article V or a breach of any covenant of Sellers other than in Section 7.1(b). provided, however, that: (A) Buyers shall not be required to defend, indemnify and hold harmless under clause (i) of this Section 11.2(a) with respect to Losses and Expenses incurred by the Sellers Group Members (other than Losses and Expenses incurred with respect to inaccuracies of the representations and warranties contained in Sections 6.1, 6.2(a), 6.3, 6.5 and 6.7 (collectively, the “Buyers’ Fundamental Representations”), as to which this proviso shall have no effect) until the aggregate amount of such Losses and Expenses subject to indemnification by Buyers exceeds the amount of the Basket; provided, that once the amount of the Basket is exceeded, Buyers shall defend, indemnify and hold harmless the Sellers Group Members for the aggregate amount of all Losses and Expenses otherwise recoverable under this Article XI, irrespective of the Basket; provided further, that Buyer shall not be liable for any individual Loss or Expense (or series of related Losses or Expenses) otherwise recoverable under Section 11.2(a)(i) which does not exceed $25,000 (which Loss or Expense shall not be counted towards the other limits in this Agreement, subclause (iiiA) any of and the Assumed Liabilities, and following subclause (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors;B)); and (bB) in no event shall the aggregate amount required to be paid by Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) exceed $40,000,000 (other than Losses and Expenses incurred with respect to inaccuracies of the Buyers’ Fundamental Representations, which Losses and Expenses shall be limited to the Purchase Price). (b) The indemnification provided for in respect of Indemnifiable Losses arising from Section 11.2(a)(i) shall terminate when the breach of, or inaccuracy in, any applicable representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, terminates in which event the Sellers Indemnified Parties accordance with Section 13.1 (and no claims shall be entitled to seek indemnification made by either Sellers Group Member under Sections 11.2(a)(iSection 11.2(a) for all claims over $350,000; providedthereafter), however, except that the foregoing limitation will not apply indemnification by Buyers shall continue as to: (i) the Buyers’ Fundamental Representations, as to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, which such representations and warranties set forth in Section 5.1 shall expire on the date that is 60 days after the lapse of the longest applicable statute of limitations, including any extensions thereof (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectivelywhich, “Buyers Fundamental Representations”). For for the avoidance of doubt, claims for includes all statutes of limitations applicable to the underlying claim); and (ii) any Loss or Expense of which either Sellers Group Member has notified Buyers in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.2, as to which the obligation of Buyers shall continue until the liability of Buyers shall have been determined pursuant to Sections 11.2(a)(ii)this Article XI, (iiiand, if applicable, Buyers shall have reimbursed all Sellers Group Members for the full amount of such Loss and Expense in accordance with this Article XI. The indemnification provided for in this Section 11.2 other than Section 11.2(a)(i) shall survive indefinitely, except as otherwise provided in Section 13.1. For the avoidance of doubt, the parties hereto hereby agree and (iv) are not subject to acknowledge that the monetary limitation survival periods set forth in this Section 11.2(b); and (c11.1(b) Buyers’ aggregate liability and in respect Section 13.1 are contractual statutes of claims for indemnification limitations and any claim brought by any party pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal this Article XI must be brought or filed prior to the 20% Cap for its breach expiration of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capapplicable survival period. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (ai) Subject to this Article 11Buyer (or, Buyers, from and after the Closing, shall indemnify the Surviving Corporation) and hold harmless Sellers, their Affiliates, the GS Funds and their respective successors and assigns shall indemnify the Sellers, the Corporation Entities and their respective Affiliates, officers, directors, equity holdersemployees, managersstockholders, membersagents and representatives against, principalsand hold them harmless from, attorneysany Losses directly arising from, agents, employees relating to or other representatives otherwise in respect of (collectively, “Sellers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result of, or with respect to (i) the breach of any of the representations or warranties made by Buyers in this Agreement, (iia) any breach or non-fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein of Buyer or the GS Funds contained in this Agreement or any Related Document to which it is a party, (b) any breach of any covenant of Buyer or the GS Funds contained in this Agreement or in any Related Document to which Buyer or the GS Funds are a party, (c) the consummation of a Debt Tender Offer without first obtaining the affirmative vote of a majority in interest of such series in favor of the Indenture Amendments if Buyer has consented in writing to the waiver of obtaining such affirmative vote, (d) the consummation of a Debt Tender Offer without first obtaining the consent of the applicable Trustee if Buyer has consented in writing to such action, or (e) the operation of the business of any Corporation Entity after the Closing; PROVIDED, HOWEVER, that neither Buyer nor the GS Funds shall be required to indemnify any Person or shall have any liability under clause (a) of this Section 10.3 (i) unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties for which Buyers would, but for this proviso be liable (other than De Minimis Losses) exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed on a cumulative basis an amount equal to the 20% Cap Deductible Amount and only to the extent of such excess, (ii) for its breach De Minimis Losses or (iii) in excess of representationsthe Indemnity Cap. For purposes of this Section 10.3, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability truth or correctness of any representation or warranty of Buyer or the GS Funds that survives the Closing contained in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability shall be determined without regard to any Material Adverse Effect qualification set forth in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein such representation and warranty. Notwithstanding anything to the contrary notwithstandingcontained in this Agreement, obligations no GS Fund shall be required to indemnify any Person pursuant to this Section 10.3, or shall otherwise be liable under this Agreement, for Losses exceeding, in the aggregate, such GS Fund's Contribution Percentage (as set forth on Schedule 10.3, which Schedule shall be amended from time to time to reflect any sales of the equity of Buyer prior to the Closing as permitted under Section 10.1, 10.2 and Section 10.13 shall not be subject to 11.1) of the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Common Equity Purchase Price Cap in Section 11.2(c)Price.

Indemnification by Buyers. (a) Subject to this Article 11, Buyers, from From and after Closingthe Closing and subject to the terms and conditions of this ARTICLE X, shall Americas Buyer agrees to defend, indemnify and hold harmless Seller, the other Sellers, their Subsidiaries, their respective Affiliates, and and, if applicable, their respective directors, officers, directorsemployees, equity holders, managers, members, principals, attorneys, agents, employees or other representatives successors and assigns (collectively, the “Sellers ASD Indemnified Parties”) from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result of, Damages arising or with respect to resulting from (i) the breach of any of the representations or warranties made by Buyers in this AgreementAmericas Assumed Liability, (ii) any breach or non-fulfillment by Americas Buyer of any of the its covenants or other agreements made by Buyers in this Agreement, (iii) any breach of any representation or warranty of Americas Buyer contained in this Agreement (it being understood that for the Assumed Liabilitiespurposes of this Section 10.3(a) any qualifications relating to a Buyers Material Adverse Effect or materiality contained in such representation or warranty shall be disregarded for the purposes of determining whether such representation or warranty was breached and the determination of Damages thereunder or therefrom), and or (iv) any fraud, willful misconduct the ownership or criminal acts use of Buyers the Americas Purchased Assets or their officers, directors, members, shareholders, employees, agents and independent contractors;operation of the Americas B&K Business following the Closing. (b) Buyers will have no obligation From and after the Closing and subject to the terms and conditions of this ARTICLE X, International Buyer agrees to defend, indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(iand hold harmless Seller, the other Sellers, their Subsidiaries, their respective Affiliates, and, if applicable, their respective directors, officers, employees, successors and assigns from and against any and all Damages arising or resulting from (i) any International Assumed Liability, (ii) any breach by International Buyer of any of its covenants or agreements in respect this Agreement, (iii) any breach of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless of International Buyer contained in this Agreement (it being understood that for the aggregate amount purposes of all this Section 10.3(b) any qualifications relating to a Buyers Material Adverse Effect or materiality contained in such Indemnifiable Losses incurred representation or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties warranty shall be entitled to seek indemnification under Sections 11.2(a)(i) disregarded for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect purposes of breaches ofdetermining whether such representation or warranty was breached and the determination of Damages thereunder or therefrom), or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect ownership or use of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach International Purchased Assets or operation of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed International B&K Business following the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapClosing. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject to this Article 11Buyers will, Buyersjointly and severally, from and after Closingindemnify, shall indemnify defend and hold Sellers and Navarre harmless Sellers, their Affiliates, against and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives (collectively, “Sellers Indemnified Parties”) from and against in respect of any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result of, or with respect to during the Indemnification Period arising from: (i) any breach or violation of the covenants made in this Agreement by any Buyer; (ii) any breach of any of the representations or warranties made by Buyers in this Agreement, (ii) Agreement by any breach or non-fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, Buyer; or (iii) any Losses incurred by Sellers or Navarre related, whether directly or indirectly, to the Lease, any guaranty(ies) or surety provided by Navarre relating to the Lease, and/or the aggregate amount drawn against the Letter of Credit to be provided by Navarre to Landlord to secure a release or modification of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors;Guaranty Agreement. (b) Seller will not be entitled to indemnification and Buyers will shall have no obligation to indemnify Sellers Indemnified Parties liability pursuant to Section 11.2(a)(i7.2(a)(ii) in respect of Indemnifiable Losses arising from until such time as the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate total amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000the Basket, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) and then for all claims over $350,000; providedLosses, howeverincluding those that comprise the Basket. Further, that the foregoing limitation will not apply aggregate maximum liability of Buyers with respect to claims for indemnification pursuant to provided under Section 11.2(a)(i7.2(a)(ii) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will shall not exceed an amount equal to the 20% Cap for its breach of representationsCap. Notwithstanding the foregoing, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii7.2(b) shall not be subject apply to any claim for indemnification with respect to any fraud on the 20% Cap part of the Buyers. (c) In the absence of fraud, the indemnification provisions set forth in this Section 7.2 will provide the exclusive remedy for Sellers and Navarre for breach of any covenant, agreement, representation or the Purchase Price Capwarranty of Buyers set forth in this Agreement or any other agreement ancillary hereto executed pursuant to this Agreement. (d) Anything herein Upon written notice to Buyers and the contrary notwithstandingCompanies specifying in reasonable detail the basis therefor, obligations and upon providing a fifteen (15) day period to cure any liability, Sellers and/or Navarre may set off any amount which it is actually entitled to under this Section 7.2 against amounts otherwise payable to Buyers and/or the Companies. The exercise of Buyer under Section 10.1such right of setoff by Sellers and/or Navarre in good faith, 10.2 whether or not ultimately determined to be justified, will not constitute default or breach of any of this Agreement, the Logistics Agreement, the Distribution Agreement, the Transition Services Agreement or any other agreement between or among Navarre and Section 10.13 shall not be subject to one or both of the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c)Companies.

Indemnification by Buyers. (a) Subject to this Article 11, Buyers, from Effective at and after Closingthe date of this Agreement, shall each Buyer hereby agrees to indemnify and hold harmless SellersSeller, their Affiliates, its Affiliates and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives (collectively, “Sellers Indemnified Parties”) successors and assignees from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result ofDamages incurred or suffered by Seller, its Affiliates and their respective successors and assignees based upon or with respect to (i) the arising from any inaccuracy in or breach or nonperformance of any of the representations representations, warranties, covenants or warranties agreements made by Buyers such Buyer. In particular, each Buyer shall be liable to Seller, its Affiliates and their respective successors and assignees for the timely payment of the Applicable Purchase Price in accordance with the terms and conditions of this Agreement. In addition to any other remedy to which the parties may be entitled at law or in equity, if any Buyer fails to pay any sum of the Applicable Purchase Price on the due date of such payment as provided in this Agreement, the overdue part of the Applicable Purchase Price shall bear an interest of 0.2% per day from the due date until the Applicable Purchase Price is fully paid. The Company and Buyers further agree, in the event that the Group Companies fail to approve the resignation of the Seller Staff, or replace such Seller Staff with Persons appointed by Buyers or other Shareholders of the Company, or register such removal or replacement with the competent AIC Authority in accordance with Section 6.03, the Company and Buyers shall jointly (i) pay a sum of RMB1 million (the “Penalty”) to Seller; and (ii) in addition to the Penalty, jointly indemnify Seller, its Affiliates, the Seller Staff and their respective successors and assignees from and against any breach or non-fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses Damages incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capsuch failure. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject to the limits set forth in this Article 11Section 6.2, Buyerseach Buyer agrees to indemnify and defend each Seller Indemnified Person, and hold each Seller Indemnified Person harmless, from and after Closing, shall indemnify and hold harmless Sellers, their Affiliates, and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives (collectively, “Sellers Indemnified Parties”) from and against in respect of any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result of, they may incur or suffer arising out of or by reason of or in connection with respect or due to (i) the any breach of any representation or warranty of the representations or warranties made by Buyers any Buyer Indemnified Person set forth in this Agreement or any other Transaction Agreement, (ii) any breach or non-fulfillment of the extent caused by the failure to perform any of the covenants or other agreements made by Buyers of any Buyer Indemnified Person set forth in this Agreement or any other Transaction Agreement, and (iii) any Buyer Indemnified Person or any of the Assumed Liabilities, and business or operations of any Buyer Indemnified Person (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors;except as specifically enumerated in Section 6.1 as an item for which Seller will indemnify Buyer Indemnified Persons). (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject Subject to the monetary limitation limits set forth in this Section 11.2(b6.2, and provided that the Seller Indemnified Party seeking indemnification under this Section 6.2(b) has not voluntarily or by discretionary action, accelerated the timing, or increased the cost, of such Incremental Losses under this Section 6.2(b), each Buyer agrees to indemnify and defend each Seller Indemnified Person, and hold each Seller Indemnified Person harmless, from and in respect of any and all Incremental Losses that they may incur or suffer arising out of or by reason of or in connection with or due to the Structure Change resulting in, causing or giving rise to: (i) any Seller Indemnified Party being requested or required to surrender or return any amount of the Purchase Price to any Person for any reason relating to the Structure Change, including as a result of any claim by any creditor, bankruptcy estate or trustee or Governmental Entity; andprovided that, a Notice of Claim with respect thereto was delivered to Buyers on or prior to the three (3) year anniversary of the date of this Agreement with respect to claims for fraudulent conveyance or an improper or unlawful dividend and fifteen (15) months after the date of this Agreement with respect to all other claims; (ii) any Incremental Losses with respect to or involving any Affected Employee or former employees of any Member of the Company Group; provided that, a Notice of Claim with respect thereto was delivered to Buyers on or prior to the one (1) year anniversary of the date of this Agreement; (iii) any audit, litigation or other legal proceeding; (iv) any increase in Taxes to any Seller Indemnified Party; (v) any Incremental Losses with respect to or involving any violation of Law, or relating to the Structure Change being prohibited by or invalid under any Law; (vi) any Incremental Losses of which any Buyer Indemnified Person has knowledge on or prior to the Closing; or (vii) (with or without notice, lapse of time or both) a breach or violation or a conflict with, or a default under, or the termination of, or the acceleration under, any contract, debt, obligation with or to any customer or vendor of any Member of the Company Group; provided that, a Notice of Claim with respect thereto was delivered to Buyers on or prior to the one (1) year anniversary of the date of this Agreement. Except where a period of time is specified for the delivery of a Notice of Claim, Buyers shall have no liability under this Section 6.2(b) for any Incremental Losses as to which a Notice of Claim was not delivered to Buyers prior to the two (2) year anniversary of the date of this Agreement, other than for Incremental Losses with respect to (x) any audit, litigation or legal proceeding under Section 6.2(b)(iii) relating to Taxes and (y) under Section 6.2(b)(iv), in either case as to which a Notice of Claim was not delivered to Buyers on or prior to the expiration of the applicable statute of limitations. (c) Buyers’ aggregate liability Notwithstanding anything to the contrary in respect of claims for indemnification pursuant to Section 11.2(a)(ithis Agreement or in any other Transaction Agreement: (i) and EXCEPT WITH RESPECT TO SECTION 5.8, (i) IN NO EVENT SHALL BUYERS, THEIR AFFILIATES INCLUDING MXXXXXX X. XXXXX (WHICH FOLLOWING THE CLOSING DATE, SHALL ALSO INCLUDE THE COMPANY GROUP), ANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS OF BUYERS OR ITS AFFILIATES OR ANY OTHER PERSON BE LIABLE UNDER THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS OR OTHERWISE TO SELLER OR ANY SELLER INDEMNIFIED PERSON OR THEIR RESPECTIVE AFFILIATES OR ANY THIRD PARTY FOR (A) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, STATUTORY, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, DIMINUTION IN VALUE OR LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR (B) ANY INDEMNIFICATION CLAIM THAT ARISES (DIRECTLY OR INDIRECTLY) FROM ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, STATUTORY, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, DIMINUTION IN VALUE OR LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, IN EACH CASE OF CLAUSE (A) AND CLAUSE (B) REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT BUYERS, THEIR AFFILIATES INCLUDING WITHOUT LIMITATION MXXXXXX X. XXXXX, ANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS OF BUYERS OR THEIR AFFILIATES OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE OR (ii) will not exceed an amount equal to the 20% Cap for its breach of representationsTHE LIABILITY OF BUYERS, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price CapTHEIR AFFILIATES INCLUDING MXXXXXX X. XXXXX (WHICH, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iiiFOLLOWING THE CLOSING DATE, SHALL ALSO INCLUDE THE COMPANY GROUP), ANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS OF BUYERS OR THEIR AFFILIATES OR ANY OTHER PERSON ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION AGREEMENTS OR OTHERWISE TO SELLER, ANY SELLER INDEMNIFIED PERSON OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY THIRD PARTY, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) shall not be subject to the 20% Cap or the Purchase Price Cap.OR OTHERWISE SHALL BE LIMITED TO DIRECT PROVABLE DAMAGES ONLY; AND (dii) Anything herein to the contrary notwithstandingSELLER ACKNOWLEDGES THAT, obligations of Buyer under Section 10.1EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER TRANSACTION AGREEMENTS, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c)NO BUYER INDEMNIFIED PERSONS MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, NOR ANY COVENANT OR AGREEMENT.

Indemnification by Buyers. (a) Subject to this Article 11, Buyers, from and after Closing, Buyers shall indemnify and hold harmless Sellers, their Affiliates, defend Sellers and their respective stockholders, members, managers, officers, directors, equity holders, managers, members, principals, attorneysemployees, agents, employees or other representatives successors and assigns (collectively, the “Sellers Indemnified PartiesSeller Indemnitees”) from against, and against shall hold them harmless from, any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result resulting from, arising out of, or incurred by any Seller Indemnitee in connection with, or otherwise with respect to to: (i) the breach of any warranty or failure of any representation, from Buyers, in this Agreement or any certificate or other document furnished or to be furnished to Sellers in connection with the representations or warranties made transactions contemplated by Buyers in this Agreement, to be true or accurate; and (ii) any breach or non-fulfillment of any covenant or agreement of the covenants or other agreements made by Buyers contained in this Agreement or any other document furnished or to be furnished to Sellers in connection with the transactions contemplated by this Agreement. Any and all Losses hereunder shall bear interest at the Prime Rate (as reported in The Wall Street Journal, (iiiEastern Edition) any of from the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors;date incurred until paid. (b) The Buyers will have no obligation to indemnify Sellers Indemnified Parties shall not be liable for any Loss or Losses pursuant to Section 11.2(a)(i9.3(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein (“Seller Warranty Losses”) unless and until the aggregate amount of all such Indemnifiable the Seller Warranty Losses incurred or suffered by Sellers Indemnified Parties the Seller Indemnities exceeds $700,000, 100,000 in which event the Sellers Indemnified Parties Buyers shall be entitled to seek indemnification under Sections 11.2(a)(i) liable for all claims over $350,000such excess Seller Warranty Losses; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth nothing contained in this Section 11.2(b); and (c9.3(b) Buyers’ aggregate liability shall be deemed to limit or restrict in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to any manner any rights or remedies that the 20% Cap for its Sellers have, or might have, at Law, in equity or otherwise, based on fraud or a willful misrepresentation or willful breach of representations, warranties and covenants other than warranty hereunder. The Buyers shall not be responsible for Seller Warranty Losses that in the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapPrice. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject Buyers hereby agree to this Article 11indemnify, Buyers, from and after Closing, shall indemnify defend and hold harmless SellersSTR Sellers and STRG Seller, their Affiliates, Subsidiaries and Affiliates (other than the Companies) and their respective officers, directors, equity holdersmanagers, managersemployees, agents, representatives, members, principals, attorneys, agents, employees or other representatives partners and stockholders (collectively, the “Sellers Seller Indemnified Parties”) from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result of, or with respect to Loss arising from (i) the any breach of or inaccuracy in any of the representations or and warranties made by of Buyers contained in this Agreement, Article V; (ii) any breach or non-fulfillment of any of the covenants or other agreements made by of Buyers contained in this Agreement; and (iii) any Sales Taxes of STR for Pre-Closing Date Tax Periods, calculated as of the end of the Closing Date as if the taxable year of the Companies and their Subsidiaries ended on the Closing Date (clauses (i) through (iii), collectively, “Seller Losses”). (b) Notwithstanding anything to the contrary in this Agreement, except for Buyers’ obligation to pay the Purchase Price to Sellers in accordance with Section 2.2 and Seller Losses arising from Fraud on the part of Buyers, in no event shall Buyers be liable for aggregate Seller Losses in excess of the Purchase Price. (iiic) If a Seller Indemnified Party has a claim for indemnification under this Section 9.2, Sellers’ Representative will deliver to Buyers one or more written notices of Seller Losses (i) in the case of a breach of any covenant or other agreement of Buyers contained in this Agreement, at any time, (ii) in the case of a breach or inaccuracy in any of the Assumed Liabilitiesrepresentations and warranties of Buyers, prior to the date that is 60 days following the expiration of the applicable statute of limitations. Buyers will not have any liability under this Section 9.2 unless the written notices required by the preceding sentence are given, to the extent failure to so notify has actually and materially prejudiced the Buyers. Any such written notice will state in reasonable detail the basis for such Seller Losses to the extent then known by the STR Sellers and STRG Seller and the nature of the Seller Loss for which indemnification is sought, and the amount of the Seller Loss claimed, if then known by any of the Seller Indemnified Parties and shall include copies of all relevant documents related to the claim. If such written notice (ivor an amended notice) any fraudstates the amount of the Seller Loss claimed and Buyers notify Sellers’ Representative that Buyers do not dispute the claim described in such notice or fail to notify Sellers’ Representative within 20 Business Days after delivery of such notice by Sellers’ Representative whether Buyers dispute the claim described in such notice, willful misconduct or criminal acts of Buyers or their officersthe Seller Loss in the amount specified in Sellers’ Representative’s notice will be admitted by Buyers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will pay the amount of such Seller Loss to Sellers’ Representative (on behalf of the applicable Seller Indemnified Party). If Buyers have no obligation timely disputed its liability with respect to indemnify Sellers Indemnified such claim, Buyers and Sellers’ Representative will proceed in good faith to negotiate a resolution of such dispute for at least 30 days after delivery of Buyers’ notice, after which the Parties pursuant may pursue any remedy available to Section 11.2(a)(ithem under this Agreement. During such thirty (30) day period, the Sellers’ Representative shall allow Buyers and their representatives to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any amount is payable in respect of Indemnifiable Losses arising from the breach of, claim and the Sellers’ Representative shall use commercially reasonable efforts to assist the Buyers’ investigation by giving such reasonable information and assistance as the Buyers or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000their representatives may reasonably request; provided, however, that in no event will Sellers’ Representative or any STR Seller, STRG Seller or their respective Affiliates be required to provide any information or assistance to the foregoing limitation extent that Sellers’ Representative reasonably determines, in good faith, based upon advice of counsel, that provision of such information or assistance would result in a waiver of privilege. If a written notice does not state the amount of the Seller Loss claimed, such omission will not apply preclude any Seller Indemnified Party from recovering from Buyers the amount of Seller Loss with respect to claims the claim described in such notice if any such amount is promptly provided once determined. In order to assert its right to indemnification under this Article IX, the STR Sellers and STRG Seller will not be required to provide any notice except as provided in this Section 9.2(c). (d) Buyers will pay the amount of any Seller Loss to Sellers’ Representative (on behalf of the applicable Seller Indemnified Party) in cash within ten (10) Business Days following the determination of Buyers’ liability for indemnification and the amount of a Seller Loss (whether such determination is made pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation procedures set forth in this Section 11.2(b); and (c) Buyers9.2, by agreement between Sellers’ aggregate liability in respect Representative and Buyers or by a final determination by a court of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(ccompetent jurisdiction).

Indemnification by Buyers. (a) 2.1 Subject to the provisions of this Article 11Agreement, Buyers, from Buyers shall jointly and after Closing, shall severally indemnify and hold API harmless Sellers, their Affiliatesin respect of, and their respective officerspay to API, directorsif and as requested by API pursuant hereto, equity holdersthe Indemnified Excess Costs. 2.2 Pursuant to the foregoing, managersit is explicitly understood that API is retaining the responsibility for the API Excess Costs; and, memberswithout limiting the foregoing, principals, attorneys, agents, employees or other representatives (collectively, “Sellers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result of, or with respect to (i) the breach of any Buyers shall have no indemnification obligations hereunder in excess of the representations First Tier Indemnity Amount until and unless API satisfies the API Excess Costs. 2.3 The parties hereto hereby acknowledge that API may have or warranties made acquire certain rights to Recovery. In connection therewith and in recognition and consideration of the fact that Buyers' ability to satisfy their indemnity obligations hereunder are at least in part dependent upon satisfaction by Buyers in this AWA of its obligations under the AWA Indemnity Agreement, (ii) any breach or non-fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties AWA shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000rights to Recovery and API shall grant to AWA a security interest in such rights to Recovery and the proceeds thereof to secure such entitlement pursuant to that certain Security Agreement, dated as of the date hereof, by and among AWA, Buyers and API (the "AWA Security Agreement"); provided, however, that if any of the foregoing limitation will would ---------------------- jeopardize API's rights to any such Recoveries or contravene the express terms of any agreements, instruments or other arrangements providing API with a right to Recovery, such security interest shall not apply be deemed to claims for indemnification pursuant be created and instead API shall, to Section 11.2(a)(i) the extent practicable, take such alternative actions as may be reasonably required by AWA in order to obtain a reasonably comparable result under the circumstances. 2.4 Notwithstanding any provision of this Agreement to the contrary, Buyers are not assuming any liability of API to third persons in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification Excess Costs pursuant to Sections 11.2(a)(ii), (iii) and (iv) this Agreement; instead Buyers are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability only indemnifying API in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representationsthereof. Further, warranties and covenants no person or entity, other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under parties to this Agreement will not exceed and the Purchase Price Capother Members of the Buyers' Group, except that Buyers’ aggregate liability in respect as applicable, shall have any rights or obligations under or by reason of claims pursuant this Agreement, including without limitation any third party beneficiary rights, nor any right of direct action to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capenforce this Agreement. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject to this Article 11, The Buyers, from jointly and after Closingseverally, shall indemnify and hold harmless Sellers, their Affiliates, and indemnify the Partners and their respective directors, officers, directorsemployees, equity holdersagents and representatives and any Person controlling or controlled by or under common control with, managers, members, principals, attorneys, agents, employees or other representatives the Partners and any successors and assigns of the foregoing Persons (collectively, “Sellers Indemnified Parties”the "SELLER INDEMNITEES") from and against against, and shall compensate and reimburse each of the Seller Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any Seller Indemnitee or to which any Seller Indemnitee may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and all Indemnifiable Losses that such Sellers Indemnified Party incurs arise directly or indirectly from or as a direct or indirect result of, or with respect to are directly or indirectly connected with: (i) the any inaccuracy in or breach of any of the representations representation or warranties warranty made by Buyers any Buyer set forth in this Agreement, in the Buyers' Compliance Certificate or in any other Transactional Agreement; (ii) any breach or non-fulfillment of any covenant or obligation of any Buyer (including the covenants or other agreements made by Buyers set forth in Sections 4 and 5) contained in this Agreement, ; (iii) any of obligation arising under the Assumed Liabilities, and Amityville Lease (as defined in Section 10.1(i)) after the Closing Date; and (iv) any fraud, willful misconduct or criminal acts Proceeding commenced by any Seller Indemnitee for the purpose of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors;enforcing any of its rights under this Section 9.3. (b) Buyers will have no The Buyers' indemnification obligation to indemnify Sellers Indemnified Parties pursuant to under this Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless 9.3 shall be effective only when the aggregate amount of all such Indemnifiable Losses incurred Damages to the Seller Indemnitees equals or suffered by Sellers Indemnified Parties exceeds the threshold amount of $700,000250,000, in which event the Sellers Indemnified Parties case Buyers shall be entitled liable for the entire amount of such Damages to seek indemnification under Sections 11.2(a)(i) for all claims over the Seller Indemnitees and not merely the amount that exceeds $350,000250,000; provided, howeverPROVIDED, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “no event shall Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in be liable under this Section 11.2(b); and (c) Buyers’ 9.3 for Damages that in the aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach Purchase Price. No Seller Indemnitee shall be entitled to assert any right of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed Section 9.3 after the Purchase Price Capone (1) year anniversary of the Closing Date; PROVIDED, except that Buyers’ aggregate liability in respect of claims pursuant HOWEVER, if there shall be any pending claim for indemnification for which any Seller Indemnitee has given notice to Section 11.2(a)(iii) shall not be subject Buyers on or prior to the 20% Cap or one (1) year anniversary of the Purchase Price CapClosing Date, such Seller Indemnitee shall continue to have the right to be indemnified with respect to such matter. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject to the other terms and conditions of this Article 11, BuyersVIII, from and after the Closing, shall Buyers shall, jointly and severally, indemnify and hold harmless defend the Sellers, the Principal Stockholders, their respective Affiliates, and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives Representatives (collectively, the “Sellers Indemnified PartiesSeller Indemnitees”) against, and shall hold each of them harmless from and against against, and shall pay and reimburse each of them for, any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, or with respect to or by reason of: (ia) the any inaccuracy in or breach of any of the representations or warranties made by Buyers of either Buyer contained in this Agreement, ; (iib) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by either Buyer pursuant to this Agreement (including, for the avoidance of doubt, under Article VI); (c) the Buyer Requested Pre-Closing Reorganization (including, any Taxes paid or payable by any Seller Indemnitee in respect of the covenants Buyer Requested Pre-Closing Reorganization but not including fees incurred in preparation of the Buyer Requested Pre-Closing Reorganization or other agreements filing fees), and in the case of a Principal Stockholder, such Principal Stockholder shall be considered to have incurred or sustained a Loss for purposes of this Section 8.03(c) to the extent, if any, that (i) the amount of proceeds received by such Principal Stockholder and derived from the payment of the Purchase Price under this Agreement, net of all Taxes and any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) (the “Net Proceeds”), is less than (ii) the Net Proceeds which would have been received by such Principal Stockholder had the Buyer Requested Pre-Closing Reorganization not occurred; or (d) Any Taxes paid or payable by Sellers or any of their direct or indirect owners that would not have been payable but for any election made by Buyers in this Agreement, (iii) any respect of the Assumed Liabilities, and (iv) any fraud, willful misconduct RE/MAX Ontario or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties its subsidiaries pursuant to Section 11.2(a)(i) in respect 338 of Indemnifiable Losses arising from the breach of, Code (or inaccuracy in, any representation corresponding provision of applicable state or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(clocal Tax law).

Indemnification by Buyers. (a) Subject Buyers agrees to this Article 11, Buyers, from and after Closing, shall indemnify and hold harmless Sellers, their Affiliates, and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives (collectively, “Sellers Indemnified Parties”) each Seller Group Member from and against any and all Indemnifiable Losses that Loss and Expense incurred by such Sellers Indemnified Party incurs as a result of, Seller Group Member (the “Seller Losses”) in connection with or with respect to arising from: (i) the any breach or failure to perform by either Buyer of any of the representations its covenants or warranties made by Buyers obligations in this Agreement or in any Buyer Ancillary Agreement, ; (ii) any breach or non-fulfillment of any of the covenants or other agreements made failure by Buyers in this Agreement, (iii) to perform any of the Assumed Liabilities, and ; (iii) any breach of any warranty or the inaccuracy of any representation of either Buyer contained in this Agreement as of the date hereof or in the certificate delivered by or on behalf of either Buyer pursuant to Section 10.1 as of the Closing Date; or (iv) any fraud, willful misconduct or criminal acts draw properly made at the instruction of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors;a Buyer by either Seller under a Nontransferable Letter of Credit pursuant to Section 8.5(b). (b) Buyers will have The indemnification provided for in Section 11.2(a) shall terminate on the 18-month anniversary of the Closing Date (and no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties claims shall be entitled to seek indemnification made by any Seller Group Member under Sections 11.2(a)(i) for all claims over $350,000; providedthis Section 11.2 thereafter), however, except that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(iby Buyers shall be as follows as to: (i) in respect the obligations of breaches ofBuyer under the Instrument of Assumption-Canada and the instrument of Assumption-US, or inaccuracies in, the representations and warranties set forth in Sections 6.1 and 6.2(a) and the covenants of Buyers set forth in Sections 13.2 and 13.9 and the indemnification set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), as to all of which no time limitation shall apply; (iiiii) and (iv) are not subject to the monetary limitation covenants set forth in this Section 11.2(bSections 8.2 and 13.6(a), which shall survive until six years after the Closing Date; and (ciii) Buyers’ aggregate unresolved matters described in a Claim Notice delivered by any Seller Group Member to Buyers in accordance with the requirements of Section 11.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 11.2, as to which the obligation of Buyers shall continue until the liability in respect of claims for indemnification Buyers shall have been determined pursuant to Section 11.2(a)(i) this Article XI, and (ii) will not exceed an Buyers shall have reimbursed all Seller Group Members for the full amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability Seller Loss arising from such matters in respect of claims for indemnification under accordance with this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapArticle XI. (dc) Anything herein Sellers agree to take all commercially reasonable steps to mitigate all Losses and Expenses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses or Expenses that are indemnified hereunder, and the failure of Sellers to take such steps shall reduce the indemnification obligation of Buyers as to such Losses to the contrary notwithstanding, obligations extent not mitigated because of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c)such failure.

Indemnification by Buyers. (a) Subject Buyers agree to this Article 11, Buyers, from and after Closing, shall indemnify and hold harmless Sellers, their Affiliates, and their respective officers, directors, equity holdersemployees, managers, members, principals, attorneys, agents, employees successors and assigns harmless from all Losses suffered or other representatives (collectively, “Sellers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs paid as a result of or arising out of, or with respect to : (i) any breach or default in the breach performance by Buyers of any covenant or agreement of the representations or warranties made by Buyers contained in this Agreement, Agreement or any related document executed pursuant hereto; (ii) any breach of warranty or non-fulfillment of any of the covenants inaccurate or other agreements erroneous representation made by Buyers in this Agreement, Buyers; and (iii) any the failure of Buyers to fully pay and discharge as and when same are due the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors;. (b) Buyers will have no obligation shall reimburse Sellers an amount satisfactory to indemnify compensate Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable for any Losses directly arising from an event or circumstance to which the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000foregoing indemnities relate; provided, however, that Sellers acknowledge that the foregoing limitation afore-described indemnification responsibilities of Sellers in Section 8.4(a)(ii) shall be, notwithstanding the prior terms hereof, limited as follows: (i) Sellers will not apply be entitled to claims indemnification hereunder, except to the extent that such Losses exceed the amount of insurance recovered by Sellers with respect to such Losses, which Sellers agree to use commercially reasonable efforts to recover. The amount of any Losses subject to indemnification hereunder shall be calculated net of any insurance recovered by Sellers or their Affiliates with respect to such Losses; (ii) Sellers shall have no Claim for indemnification pursuant to Section 11.2(a)(i) in respect hereunder until the aggregate amount of breaches ofall Losses, or inaccuracies indamages and expenses incurred, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not which would otherwise be subject to indemnification hereunder, exceeds $420,000, and then only to the monetary limitation extent of such excess, but in no event shall the aggregate amount of all Losses subject to indemnification under this Section 8.4 exceed $14,000,000; provided, however, that Buyers’ liability for any Loss will not be limited as set forth in this Section 11.2(b); and (c8.4(b)(ii) Buyers’ aggregate liability in respect of claims for indemnification pursuant if such Buyer Indemnified Liability relates to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its a breach of representationsany representation or warranty contained in Section 4.1, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap 4.2 or the Purchase Price CapSection 4.3. (diii) Anything herein Sellers shall have no Claim for indemnification hereunder to the contrary notwithstanding, obligations extent that any Losses have been incurred as a result of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject Sellers’ failure to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c)mitigate any such Losses.

Indemnification by Buyers. (a) Subject Buyers hereby jointly and severally agree to this Article 11indemnify M.A. Hanna, Buyers, from and after Closing, shall indemnify and hold harmless Sellers, their Affiliates, Affiliates and their respective officers, directors, equity holdersemployees, managersstockholders, membersagents and representatives against, principalsand agree to hold them harmless from, attorneysany Loss suffered or incurred by any such indemnified party based upon, agents, employees arising out of or other representatives (collectively, “Sellers Indemnified Parties”) resulting from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result of, or with respect to (i) the any misrepresentation in, or breach of, any representation or warranty of Buyers contained in this Agreement or any of the representations or warranties made by Buyers in this AgreementTransaction Documents, (ii) any breach or non-fulfillment of any covenant of the covenants or other agreements made by Buyers contained in this AgreementAgreement or the Transaction Documents requiring performance after the Closing Date, (iii) any of the Assumed Liabilities, and (iv) any fraudliability of the Stock Companies other than the Pre-Closing Liabilities, willful misconduct or criminal acts (v) the operation of Buyers the Business by Buyers, or their officersBuyers' ownership, directorsoperation or use of the Assets, membersafter the Closing Date (but excluding any Loss to which M.A. Hannx xx Sellers are, shareholdersor, employeesif a claim is properly made, agents and independent contractors; (b) Buyers will have no obligation would be, obligated to indemnify Sellers Indemnified Parties Buyers pursuant to Section 11.2(a)(i8.02 hereof); provided, however, that Buyers shall not have any liability under clause (i) above for any Loss, unless and until the total of all Losses covered by clause (i) above exceed in respect the aggregate the threshold amount of Indemnifiable One Million Five Hundred Thousand U.S. Dollars ($1,500,000), in which case Buyers shall indemnify the indemnified parties for all of such Losses, including the threshold amount. Notwithstanding anything to the contrary contained in this Agreement or any of the Transaction Documents, Buyers will not be obligated to indemnify M.A. Hannx xxx Sellers for any Losses arising from under clause (i) above to the breach of, or inaccuracy in, any representation or warranty described therein unless extent that the aggregate amount of all such Indemnifiable payments for Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000Buyers, in which event on the Sellers Indemnified Parties shall be entitled one hand, to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; providedM.A. Hannx xxx Sellers, howeveron the other hand, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not would exceed the Purchase Price CapPrice, except that Buyers’ aggregate liability as finally determined in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capaccordance with Article IV hereof. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject to this Article 11, Buyers, from From and after the Closing, to the fullest extent permitted by law, IMNM shall indemnify indemnify, defend and hold harmless each Seller, and each Sellers, their ' Affiliates, and their respective direct and indirect shareholders, partners, officers, directors, equity holdersmembers, representatives, managers, membersemployees, principals, attorneys, agents, employees or other representatives agents and assigns (collectively, “each a "Sellers Indemnified Parties”Party") harmless, from and against any and all Indemnifiable Losses that such Damages incurred by any Sellers Indemnified Party incurs as a result of, in connection with or with respect to arising or resulting from any one or more of the following: (i) the any misrepresentation or breach of any representation or warranty of the IMNM, without regard to qualifications as to Knowledge or materiality contained in such representations and warranties (provided that IMNM shall under no circumstances be obligated to indemnify, defend or warranties hold harmless any Sellers Indemnified Party pursuant to this Section 12.2(a)(i) for any misrepresentation or breach of a representation or warranty made by Buyers IMNM in this AgreementAgreement if, on the date hereof, a Seller had Knowledge of such misrepresentation or breach), or breach of any covenant or obligation of a IMNM under this Agreement which by its nature is intended to be performed after Closing; (ii) any breach Environmental Condition at, on or non-fulfillment of under or arising from any of the covenants MPI Transferred Assets arising from IMNM's possession, ownership, use, or other agreements made by Buyers in this Agreementoperation of the MPI Transferred Assets after the Closing, including any loss, property damage, injury to, or death of any third-party arising therefrom; (iii) any arising from IMNM's possession, ownership, use or operation of the Assumed LiabilitiesMPI Transferred Assets after the Closing (except that IMNM shall have no duty to indemnify under this Section 12.2(a)(iii) with respect to any Environmental Condition, and which is covered exclusively by the provisions of Section 12.2(a)(ii)); (iv) any fraud, willful misconduct or criminal acts the IMNM Assumed Liabilities; and (v) the enforcement of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors;indemnification rights under this Section 12.2(a). (b) Buyers will have no obligation From and after the Closing, to indemnify the fullest extent permitted by law, HBLLC shall indemnify, defend and hold each Sellers Indemnified Parties pursuant to Section 11.2(a)(iParty harmless, from and against any and all Damages incurred by any Sellers Indemnified Party in connection with or arising or resulting from any one or more of the following: (i) in respect any misrepresentation or breach of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all HBLLC, without regard to qualifications as to Knowledge or materiality contained in such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) provided that HBLLC shall under no circumstances be obligated to indemnify, defend or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification hold harmless any Sellers Indemnified Party pursuant to Sections 11.2(a)(iithis Section 12.2(b)(i) for any misrepresentation or breach of a representation or warranty made by HBLLC in this Agreement if, on the date hereof, a Seller had Knowledge of such misrepresentation or breach), or breach of any covenant or obligation of HBLLC under this Agreement which by its nature is intended to be performed after Closing; (ii) any Environmental Condition at, on or under or arising from any of the EPI Transferred Assets arising from HBLLC's possession, ownership, use, or operation of the EPI Transferred Assets after the Closing, including any loss, property damage, injury to, or death of any third-party arising therefrom; (iii) and arising from HBLLC's possession, ownership, use or operation of the EPI Transferred Assets after the Closing (except that HBLLC shall have no duty to indemnify under this Section 12.2(b)(iii) with respect to any Environmental Condition, which is covered exclusively by the provisions of Section 12.2(b)(ii)); (iv) are not subject to the monetary limitation set forth in this Section 11.2(b)HBLLC Assumed Liabilities; and (cv) Buyers’ aggregate liability in respect the enforcement of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification rights under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c12.2(b).

Indemnification by Buyers. (a) Subject to this Article 11In consideration of the Company's execution and delivery of the Transaction Documents and the Company's performance of the transactions contemplated thereunder, Buyerseach Buyer shall severally and not jointly defend, from and after Closingprotect, shall indemnify and hold harmless Sellersthe Company, their Affiliates, its officers and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives directors (collectively, “Sellers Indemnified Parties”the "COMPANY INDEMNITEES") from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith and including reasonable attorneys' fees and disbursements (the "COMPANY INDEMNIFIED LIABILITIES"), incurred by any Company Indemnitee as a result of, or with respect to (i) the breach of any of the representations or warranties made by Buyers in this Agreement, (ii) any breach or non-fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach out of, or inaccuracy in, relating to (a) any material misrepresentation or breach of any representation or warranty described therein unless made by such Buyer in the aggregate amount Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby and delivered in connection with and made a part of all the Transaction Documents, or (b) any material breach of any covenant, agreement or obligation of such Indemnifiable Losses incurred Buyer contained in the Transaction Documents or suffered by Sellers Indemnified Parties exceeds $700,000any other certificate, instrument or document contemplated hereby or thereby and delivered in which event connection with and made a part of the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000Transaction Documents; provided, however, that no Buyer shall be jointly liable for the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect obligations of breaches of, any other Buyer or inaccuracies in, representations investor and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not the Buyer subject to the monetary limitation set forth in an indemnification obligation shall be liable under this Section 11.2(b); and (c8(b) Buyers’ aggregate liability in respect for only that amount of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will Company Indemnified Liabilities as does not exceed the Purchase Price Capnet proceeds to such Buyer as a result of the sale of Common Shares held by such Buyer. To the extent that the foregoing undertaking by a Buyer may be unenforceable for any reason, except such Buyer shall make the maximum contribution to the payment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law; provided, however, that Buyers’ aggregate liability in respect no Buyer shall be jointly liable for the indemnification obligations of claims pursuant to Section 11.2(a)(iii) shall not be any other Buyer or investor and the Buyer subject to an indemnification obligation shall be liable under this Section 8(b) for only that amount of Company Indemnified Liabilities as does not exceed the 20% Cap or net proceeds to such Buyer as a result of the Purchase Price Capsale of Common Shares held by such Buyer. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c)9. [Reserved.]

Indemnification by Buyers. (a) Subject Each Buyer, severally and not jointly, hereby agrees to this Article 11defend, Buyers, from and after Closing, shall indemnify and hold harmless Sellers, their Affiliates, Sellers and their respective officerssuccessors, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives assigns and affiliates (collectively, “Sellers Indemnified Parties”"Seller Indemnitees") from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result losses, deficiencies, liabilities, damages, assessments, judgments, costs and expenses, including attorneys' fees (both those incurred in connection with the defense or prosecution of the indefinable claim and those incurred in connection with the enforcement of this provision) (collectively, "Seller Losses"), resulting from or arising out of, or with respect to : (a) (i) breaches of representations and warranties hereunder on the breach part of any of the representations or warranties made by Buyers in this Agreement, Buyers; (ii) any breach or non-fulfillment of any of the covenants or other agreements made failures by Buyers in this Agreement, to perform or otherwise fulfill any undertaking or agreement or obligation hereunder; (iii) any action, suit, proceeding or claim against any Seller Indemnitees with respect to Employees incident to events arising on or after the Closing Date including but not limited to (A) termination of employment; (B) changes in compensation or terms and conditions of employment; and (C) changes in or failure to comply with the Assumed Liabilities, and terms of any employee benefit or compensation plans or programs (or any legal requirement applicable thereto); (iv) any fraudclaims which may be brought by a Management Employee against SCC, willful misconduct or criminal acts any of its subsidiaries or related entities, which claims arise out of such Management Employee's employment or separation from employment from SCM, or Buyers or their officerssubsequent to the Closing; and/or (v) any claims that may be brought against SCC for performance under SCC's guarantee of the lease between SCM, directorsas lessee, membersand Inmobiliaria Mex-Hong, shareholdersS. A. De C.V., employees, agents and independent contractors; as lessor; and/or (b) Buyers will have no obligation any and all actions, suits, proceedings, claims and demands incident to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect any of Indemnifiable Losses arising from the breach of, foregoing or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000indemnification; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 which such Seller Indemnitee proposes to demand indemnification (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii"Seller Indemnified Claims"), (iii) and (iv) are such Seller Indemnitee shall notify Buyers thereof, provided, further, however, that failure to give such notification shall not subject affect the indemnification provided hereunder except to the monetary limitation set forth extent the indemnifying party shall have been actually prejudiced as a result of such failure. Subject to rights of or duties to any insurer or other third Person having liability therefor, Buyers shall have the right promptly upon receipt of such notice to assume the control of the defense, compromise or settlement of any such Seller Indemnified Claims arising out of a lawsuit or claim brought by a third party (provided that any compromise or settlement must be reasonably approved by Sellers) including, at their own expense, employment of counsel reasonably satisfactory to Sellers; provided, however, that if Buyers shall have exercised their right to assume such control, Sellers may, in this Section 11.2(b); and their sole discretion and at their expense, employ counsel to represent them (cin addition to counsel employed by Buyers) Buyers’ aggregate liability in respect any such matter, and in such event counsel selected by Buyers shall be required to cooperate with such counsel of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representationsSellers in such defense, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap compromise or the Purchase Price Capsettlement. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject to this Article 11, Buyers, Each Buyer hereby agrees that from and after Closingthe Closing it, jointly and severally, shall indemnify indemnify, defend and hold harmless Sellers, their Affiliates, and their respective directors, officers, directorsshareholders, equity holders, managerspartners, members, principalsattorneys, attorneysaccountants, agents, Representatives and employees or other representatives and their heirs, successors and permitted assigns, each in their capacity as such (collectivelythe “Seller Indemnified Parties” and, together with the Buyer Indemnified Parties, the “Sellers Indemnified Parties”) from from, against and against in respect of any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result ofimposed on, sustained, incurred or suffered by, or with asserted against, any of the Seller Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, directly or indirectly relating to or arising from or in connection with: (ia) except for any matter covered by another clause of this Section 6.3, any breach or inaccuracy of any representation or warranty made by any Buyer contained in the Transaction Documents (it being understood that any qualification as to “materiality” (or similar words) or a “Material Adverse Effect” or “Knowledge” (or similar words) included in any such representation or warranty shall apply for purposes of determining whether there was an inaccuracy or breach of such representation or warranty, but shall be disregarded for purposes of computing any Loss in the event such representation or warranty is determined to have been breached); (b) except for any matter covered by another clause of this Section 6.3, any breach of any of the representations covenant, obligation or warranties made by Buyers in this Agreement, (ii) any breach or non-fulfillment agreement of any of Buyer contained in the covenants or other agreements made by Buyers in this Agreement, Transaction Documents; (iii) any of the Assumed Liabilities, and (ivc) any fraud, intentional misrepresentation or willful misconduct breach of any covenant, obligation or criminal acts agreement of any Buyer contained in the Transaction Documents; (d) any Taxes for which Buyers are responsible in accordance with Section 5.1 or failure to comply with any Tax-related covenants of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b)Agreement; and (ce) Buyers’ aggregate liability any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyers (or any Person acting on their behalf) in connection with any transactions contemplated by this Agreement; (f) any Assumed Liability; (g) any and all Liabilities in respect of claims for indemnification the Transferred Employees to the extent that such Liabilities arise from facts or circumstances occurring after the Closing Date, and (h) any Purchase Price Adjustment Amount owed to Sellers pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap2.6. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject to this Article 11Each Buyer shall, Buyersseverally and not jointly, from and after Closing, shall indemnify and hold harmless Sellersthe Company, their Affiliatesits directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and their respective the directors, officers, directorsagents or employees of such controlling Persons, equity holdersto the fullest extent permitted by applicable law, managers, members, principals, attorneys, agents, employees or other representatives (collectively, “Sellers Indemnified Parties”) from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Buyer’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any and all Indemnifiable Losses untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such Sellers Indemnified Party incurs as a result ofuntrue statement or omission is contained in any information so furnished in writing by such Buyer to the Company specifically for inclusion in the Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding such Buyer furnished in writing to the Company by such Buyer expressly for use therein, or with respect to the extent that such information relates to such Buyer or such Buyer’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Buyer expressly for use in the Registration Statement (it being understood that the Buyer has approved Exhibit A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 4(c)(ii)-(v), the use by such Buyer of an outdated or defective Prospectus after the Company has notified such Buyer in writing that the Prospectus is outdated or defective and prior to the receipt by such Buyer of the Advice contemplated in Section 9(b)(i). In no event shall the liability of any selling Buyer hereunder be greater in amount than the lesser of (i) the breach of any of aggregate purchase price paid by the representations or warranties made by Buyers in this AgreementBuyer for the Registrable Securities, (ii) any breach or non-fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an dollar amount equal of the net proceeds received by such Buyer upon the sale of the Registrable Securities giving rise to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for such indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capobligation. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject to the terms and conditions of this Article 11VIII, Buyersif the Closing occurs, from Buyers jointly and after Closingseverally shall indemnify, shall indemnify defend and hold harmless Sellers, Sellers and their Affiliates, and their respective officersRepresentatives, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives and the Other ET Entities (collectively, including each of the foregoing Person’s successors and permitted assigns) (the “Sellers Seller Indemnified Parties”) ), from and against against, for and in respect of the full amounts (including any accrued interest) of, and shall pay and reimburse each of them for, any and all Indemnifiable Losses that suffered, sustained, incurred or required to be paid at any time from and after the Closing by the Seller Indemnified Parties, to the extent based upon, arising out of, resulting from or because of: (a) any breach or inaccuracy of any of the Buyer Surviving Representations; (b) any breach or default in, or failure of any Buyer to carry out, perform, satisfy and discharge, any of its covenants, agreements or obligations under this Agreement, the Closing Documents or any certificate or instrument delivered by or on behalf of such Sellers Buyer pursuant to this Agreement; (c) any Assumed Liabilities; (d) a Third Party Claim brought (including by a Governmental Entity) after the Closing Date in which a Seller Indemnified Party incurs as is a result ofnamed party, or with respect to the extent (i) the underlying allegations relate to Buyers’ ownership or operation of the Assets following Closing and (ii) the applicable Seller Indemnified Party was named in such Third Party Claim because Sellers operated the Assets prior to Closing and (iii) the underlying allegations do not relate to Sellers’ ownership or operation of the Business or Assets on or prior to Closing; provided that no Seller Indemnified Party shall be entitled to indemnification in respect of such Third Party Claim to the extent a Buyer Indemnified Party would otherwise be entitled to indemnification from Sellers hereunder with respect to such Third Party Claim; (e) any Third Party Claims resulting or arising from, or otherwise related to Sellers’ performance of their obligations pursuant to Section 6.10; (f) Buyers’ indemnification obligations set forth in Section 5.9 and Section 6.6; (g) from and after the Environmental Liability Assumption Date, any Assumed Environmental Liabilities; (h) any enforcement of this Article VIII resulting from the failure of Buyers to indemnify any Seller Indemnified Party in accordance with the terms hereof; (i) any breach or inaccuracy of any of the representations and warranties of TCFS Holdings, Inc. and SSP BevCo, LLC made in any of the Divisive Merger Unit Purchase Agreements or warranties made any breach or default in, or failure of either TCFS Holdings, Inc. or SSP BevCo, LLC to carry out, perform, satisfy and discharge, any of its covenants, agreements or obligations under any of the Divisive Merger Unit Purchase Agreements; and (j) (i) any Third Party Claim brought by Buyers in this Agreementor on behalf of any Supertest Party based upon, arising out of, resulting from or because of the acts or omissions of any Buyer or any of its Affiliates with respect to the 7-Eleven Supertest Properties, including any Third Party Claim by any Supertest Party pursuant to Section 11 of the Supertest Master Lease and (ii) any breach Third Party Claim by or non-fulfillment on behalf of any Supertest Party based upon, arising out of, resulting from or because of a default under the covenants Supertest Master Lease by any Buyer or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price CapAffiliates. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject Buyers severally agree to this Article 11, Buyers, from and after Closing, shall indemnify and hold harmless Sellers, their Affiliates, and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives (collectively, “Sellers Indemnified Parties”) each Seller Group Member from and against any and all Indemnifiable Losses that Loss and Expense incurred by such Sellers Indemnified Party incurs as a result of, Seller Group Member in connection with or with respect to arising from: (i) the any breach by Buyers of any of the representations their respective covenants or warranties made by Buyers agreements in this Agreement or in any Buyer Ancillary Agreement, ; (ii) any breach or non-fulfillment of failure by either Buyer to perform any of the covenants or other agreements made by Buyers their respective obligations in this Agreement or in any Buyer Ancillary Agreement, ; or (iii) any breach of any warranty or the Assumed Liabilities, and (iv) inaccuracy of any fraud, willful misconduct or criminal acts representation of Buyers contained or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation referred to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b)Agreement or in any certificate delivered by or on behalf of Buyers pursuant hereto; and provided that, without limitation of Buyers' indemnification obligations under clauses (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(ii) and (ii) will of this subsection (a), Buyers shall be required to indemnify and hold harmless under clause (iii) of this subsection (a) with respect to Loss and Expense incurred by Seller Group Members only if such Loss and Expense exceeds $200,000 in the aggregate, but if in excess of such amount, then for the entire amount of such Loss and Expense without deduction and provided further that Buyers' total liability under this Section 10.2 shall not exceed an amount equal to aggregate of $7,000,000. (b) The indemnification provided for in this Section 10.2 shall terminate on the 20% Cap for its breach earlier of representations, warranties the Repurchase Closing Date or the first anniversary of the Closing Date (and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of no claims for indemnification shall be made by Seller under this Agreement will not exceed the Purchase Price CapSection 10.2 thereafter), except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) the indemnification by Buyers shall not be subject to the 20% Cap or the Purchase Price Cap.continue as to: (di) Anything herein to the contrary notwithstanding, obligations covenants of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation Buyers set forth in Sections 7.4, 7.5, 7.6, 7.8 and 7.9, as to all of which no time limitation shall apply; and (ii) any Loss or Expense of which Seller has notified Buyers in accordance with the requirements of Section 11.2(b) 10.3 on or prior to the 20% Cap or date such indemnification would otherwise terminate in accordance with this Section 10.2, as to which the Purchase Price Cap obligation of Buyers shall continue until the liability of Buyers shall have been determined pursuant to this Article X, and Buyers shall have reimbursed all Seller Group Members for the full amount of such Loss and Expense in Section 11.2(c).accordance with this Article X.

Indemnification by Buyers. (a) Subject to this Article 11, Buyers, from and after Closing, shall indemnify and hold harmless Sellers, their Affiliates, and their respective officers, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives (collectively, “Sellers Indemnified Parties”) from and against any and all Indemnifiable Losses that such Sellers Indemnified Party incurs as a result of, or with respect to (i) the breach of any of the representations or warranties made by Buyers in this Agreement, (ii) any breach or non-non- fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractors; (b) Buyers will have no obligation to indemnify Sellers Indemnified Parties pursuant to Section 11.2(a)(i) in respect of Indemnifiable Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, in which event the Sellers Indemnified Parties shall be entitled to seek indemnification under Sections 11.2(a)(i) for all claims over $350,000; provided, however, that the foregoing limitation will not apply to claims for indemnification pursuant to Section 11.2(a)(i) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Section 5.1 (Organization; Capacity) or Section 5.2 (Authority; Noncontravention) (collectively, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b); and (c) Buyers’ aggregate liability in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Cap. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).

Indemnification by Buyers. (a) Subject to the terms and conditions of this Article 11VIII, Buyersif the Closing occurs, from Buyers jointly and after Closingseverally shall indemnify, shall indemnify defend and hold harmless Sellers, Sellers and their Affiliates, and their respective officersRepresentatives, directors, equity holders, managers, members, principals, attorneys, agents, employees or other representatives and the Other ET Entities (collectively, including each of the foregoing Person’s successors and permitted assigns) (the “Sellers Seller Indemnified Parties”) ), from and against against, for and in respect of the full amounts (including any accrued interest) of, and shall pay and reimburse each of them for, any and all Indemnifiable Losses that such Sellers suffered, sustained, incurred or required to be paid at any time from and after the Closing by the Seller Indemnified Party incurs as a result Parties, to the extent based upon, arising out of, resulting from or with respect to because of: (ia) the any breach or inaccuracy of any of the representations or warranties made by Buyers in this Agreement, (ii) any breach or non-fulfillment of any of the covenants or other agreements made by Buyers in this Agreement, (iii) any of the Assumed Liabilities, and (iv) any fraud, willful misconduct or criminal acts of Buyers or their officers, directors, members, shareholders, employees, agents and independent contractorsBuyer Surviving Representations; (b) Buyers will have no obligation any breach or default in, or failure of any Buyer to indemnify Sellers Indemnified Parties carry out, perform, satisfy and discharge, any of its covenants, agreements or obligations under this Agreement, the Closing Documents or any certificate or instrument delivered by or on behalf of such Buyer pursuant to Section 11.2(a)(ithis Agreement; (c) in respect of Indemnifiable Losses arising from any Assumed Liabilities; (d) a Third Party Claim brought (including by a Governmental Entity) after the breach of, or inaccuracy in, any representation or warranty described therein unless the aggregate amount of all such Indemnifiable Losses incurred or suffered by Sellers Indemnified Parties exceeds $700,000, Closing Date in which event a Seller Indemnified Party is a named party, to the extent (i) the underlying allegations relate to Buyers’ ownership or operation of the Assets following Closing and (ii) the applicable Seller Indemnified Party was named in such Third Party Claim because Sellers operated the Assets prior to Closing and (iii) the underlying allegations do not relate to Sellers’ ownership or operation of the Business or Assets on or prior to Closing; provided that no Seller Indemnified Parties Party shall be entitled to seek indemnification under Sections 11.2(a)(iin respect of such Third Party Claim to the extent a Buyer Indemnified Party would otherwise be entitled to indemnification from Sellers hereunder with respect to such Third Party Claim; (e) for all claims over $350,000; providedany Third Party Claims resulting or arising from, however, that the foregoing limitation will not apply or otherwise related to claims for indemnification Sellers’ performance of their obligations pursuant to Section 11.2(a)(i6.10; (f) in respect of breaches of, or inaccuracies in, representations and warranties Buyers’ indemnification obligations set forth in Section 5.1 5.9 and Section 6.6; (Organization; Capacityg) or Section 5.2 (Authority; Noncontravention) (collectivelyfrom and after the Environmental Liability Assumption Date, “Buyers Fundamental Representations”). For avoidance of doubt, claims for indemnification pursuant to Sections 11.2(a)(ii), (iii) and (iv) are not subject to the monetary limitation set forth in this Section 11.2(b)any Assumed Environmental Liabilities; and (ch) Buyers’ aggregate liability any enforcement of this Article VIII resulting from the failure of Buyers to indemnify any Seller Indemnified Party in respect of claims for indemnification pursuant to Section 11.2(a)(i) and (ii) will not exceed an amount equal to accordance with the 20% Cap for its breach of representations, warranties and covenants other than the Buyers Fundamental Representations. Buyer’s aggregate liability in respect of claims for indemnification under this Agreement will not exceed the Purchase Price Cap, except that Buyers’ aggregate liability in respect of claims pursuant to Section 11.2(a)(iii) shall not be subject to the 20% Cap or the Purchase Price Capterms hereof. (d) Anything herein to the contrary notwithstanding, obligations of Buyer under Section 10.1, 10.2 and Section 10.13 shall not be subject to the monetary limitation set forth in Section 11.2(b) or the 20% Cap or the Purchase Price Cap in Section 11.2(c).