Common use of Indemnification by Parent Clause in Contracts

Indemnification by Parent. Except as otherwise limited by this Agreement, Purchaser and its Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors and employees (as to such employees, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) (hereinafter a "Purchaser Loss"), imposed on, sustained, incurred or suffered by any such Person arising out of: (a) the breach of any representation or warranty made by Parent contained herein or in the certificate to be delivered pursuant to Section 9.1(d). (b) the breach of any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification under Section 11.2(a) or (e), any and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up to the first $500,000 in the aggregate, plus the excess of such Purchaser Losses over $500,000; provided, however, that Parent's indemnification obligation hereunder for such excess shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(a), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(d) or (ii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12.

Indemnification by Parent. Except as otherwise limited by this Agreement, Purchaser and its Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors and employees (as to such employees, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) (hereinafter a "Purchaser Loss"), imposed on, sustained, incurred or suffered by any such Person arising out of: (a) the breach of any representation or warranty made by Parent contained herein or in the certificate to be delivered pursuant to Section 9.1(d). (b) the breach of any covenant or agreement made by Parent contained herein; (c) the Fitness Businessshall indemnify and hold Next Century, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification under Section 11.2(a) or (e), any and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centersand NetResponse's directors, Inc. against WWIofficers and employees (collectively, up the "NetResponse Indemnified Parties") harmless from and against, and shall promptly defend each of the NetResponse Indemnified Parties from and reimburse each of the NetResponse Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including reasonable attorney fees and other legal costs and expenses) (collectively, a "NetResponse Loss") that any of the NetResponse Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Parent or Sub in or pursuant hereto, or in any instrument, certificate or affidavit delivered by Parent or Sub at the Closing in accordance with the provisions hereof; (ii) any failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations hereunder or under any of the documents and materials delivered by Parent pursuant hereto; and (iii) any suit, action or other proceeding arising out of, or in any way related to, any of the matters referred to in this Section 8.1(a). (b) Notwithstanding any other provision hereof to the first contrary and subject to the next sentance, Parent shall not have any liability under Section 8.1(a)(i) above (i) unless the aggregate of all NetResponse Losses for which Parent would be liable but for this sentence exceeds, on a cumulative basis, an amount equal to $500,000 100,000, and then only to the extent of such excess, (ii) for amounts in excess of $8,750,000 in the aggregate, plus and (iii) unless Next Century or ▇▇▇ ▇▇▇▇▇ have asserted a claim with respect to the excess matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), within two years of such Purchaser Losses over $500,000; providedthe Effective Time. In the event that Parent completes an initial public offering, howeverwhich results in the Parent Stock being traded on a national stock exchange or on Nasdaq, that Parent's indemnification obligation hereunder the maximum liability for such excess shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(a8(b)(ii) shall at any time be equal to the aggregate market price of the total number of shares of Parent Stock received by Next Century pursuant to this Agreement. The market price for such shares shall be determined on any day by multiplying 701,375 times the closing price of such Parent Stock on the immediately preceding day on Nasdaq or other the national stock exchange on which such stock is traded. Notwithstanding any implication to the contrary contained herein, the parties acknowledge and agree that a decrease in the value of Parent Stock would not, by itself, constitute a NetResponse Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be as a result of any event described in Sections 8.1(a)(i), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(dii) or (iiiii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12above.

Indemnification by Parent. Except as otherwise limited (a) From and after the Closing Date, Parent (“Parent Indemnifying Party”) shall indemnify and hold harmless Buyer, its Subsidiaries and its affiliates (collectively, “Buyer Indemnified Parties”) from and against any and all losses, liabilities, damages, costs (including court costs) and expenses (including reasonable attorneys’ fees) (“Losses”) that such Buyer Indemnified Party incurs to the extent such Losses arise from or relate to: (i) any breach of any of the representations or warranties made by Seller in this Agreement or in any certificate delivered pursuant Sections 7.1 or 7.2 hereof (it being acknowledged and agreed by the parties hereto that for purposes of the right to indemnification pursuant to this clause (i), the representations and warranties of Seller shall not be deemed qualified by any references therein to materiality, other than those materiality qualifiers (y) contained in Sections 3.4, 3.6(a) and the last sentence of Section 3.11(b) hereof and (z) immediately preceding the words “supplier” and “term”, in the case of Section 3.6(c)(iii) hereof, and the words “customer” and “term”, in the case of Section 3.6(c)(iv) hereof); (ii) any breach or nonfulfillment of any covenants or other agreements made by Seller or Parent in this Agreement; and (iii) any fees, expenses or other payments incurred or owed by Seller or Parent or any of their respective affiliates to any brokers, financial advisors or comparable other Persons retained or employed by any of them in connection with the transactions contemplated by this Agreement, Purchaser and its Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors and employees (as to such employees, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) (hereinafter a "Purchaser Loss"), imposed on, sustained, incurred or suffered by any such Person arising out of: (a) the breach of any representation or warranty made by Parent contained herein or in the certificate to be delivered pursuant to Section 9.1(d). (b) the breach of any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification under Section 11.2(a) or (e), any and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up to the first $500,000 in the aggregate, plus the excess of such Purchaser Losses over $500,000; provided, however, that Parent's indemnification obligation hereunder for such excess shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(a), (i) any matter identified indemnity by Parent as an exception to the truth and correctness in respect of any Taxes (including for breach of a representation or warranty in the certificate to Section 3.14 hereof) shall be delivered governed exclusively by Section 10.2 hereof. (b) Notwithstanding Section 9.2(a) hereof, Parent at Closing shall not have any liability under this Agreement in respect of any claim for indemnification pursuant to Section 9.1(d9.2(a)(i) hereof (x) until the aggregate amount of all Losses otherwise subject to indemnification exceeds $2.875 million (the “Aggregate Threshold”), at which time only those Losses in excess of the Aggregate Threshold shall be recoverable or (iiy) for any matter identified by Purchaser in writing at Closing that constitutes a breach individual items where the Loss relating thereto is less than $27,500 (the “Individual Threshold”) and such items shall not be aggregated for purposes of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(dimmediately preceding clause (x); provided, however, that in no event shall Parent's ’s aggregate liability for all indemnification obligation hereunder claims pursuant to Section 9.2(a)(i) hereof exceed $87.5 million (the “Cap”); provided, further, that in no event shall be reduced by applying the amount of any remaining Basket (after giving effect Individual Threshold, Aggregate Threshold or Cap apply to any other reductions claim for indemnification arising out of a breach of Sections 3.1(a), (b) or applications under this Agreement(c), Sections 3.2(a) against 50% or (b) or 3.3 hereof. Parent shall not have any liability pursuant to Section 9.2(a) hereof for any breach to the extent that the senior executives of Buyer had knowledge as of the Purchaser date of this Agreement of a breach of the representation contained in Article III hereof that gave rise to such Loss incurred after reasonable inquiry of Buyer’s advisors advising Buyer in connection therewith; provided further with the transactions contemplated hereby. In no event shall Parent be obligated to indemnify the Buyer Indemnified Parties or any other Person with respect to any matter to the extent, but only to the extent, that any amount so applied shall reduce (i) such matter was accounted for in the Basket accordingly; and/or calculation of the final and binding adjustment to the Purchase Price, if any, pursuant to Section 2.4 hereof or (fii) the franchisee profit-sharing claims relating general category to royalties which such matter relates was provisioned or reserved for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12December 31 Balance Sheet.

Indemnification by Parent. Except as otherwise limited by (a) Subject to the limitations set forth in this AgreementSection 10.3, Purchaser from and its Affiliates (includingafter the Effective Time, without limitation WWI Parent shall indemnify and hold harmless the Companies) Certificate Holders, the Stockholder, their respective affiliates, and their respective trustees, donors, beneficiaries, directors, officers, directors managers, stockholders, employees and employees their respective heirs, successors and permitted assigns, each in their capacity as such (as to such employeesthe “Stockholder Indemnified Parties”, other than lost wages or salarytogether with the Parent Indemnified Parties, the “Indemnified Parties”) shall be indemnified, defended and held harmless by Parent from, against and in respect of and pay such Stockholder Indemnified Parties the amount of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) (hereinafter a "Purchaser Loss"), Losses imposed on, sustained, incurred or suffered by by, any such Person of the Stockholder Indemnified Parties, whether in respect of Third Party Claims, claims between any of the parties hereto, or otherwise, directly or indirectly resulting from or arising out of: of (ai) the any breach or inaccuracy of any representation or warranty made by Parent or Merger Sub contained herein in this Agreement, in each case as of the date of this Agreement or in as of the certificate to be delivered pursuant to Section 9.1(d). Closing Date as though made on and as of the Closing Date or (bii) the any breach of any covenant or agreement made by of Parent or Merger Sub contained herein;in this Agreement. (b) Parent shall not have any liability under Section 10.3(a)(i), except with respect to any breach or inaccuracy of any Fundamental Representation, (i) unless the Stockholder Indemnified Parties have suffered Losses under Section 10.3(a)(i) that in the aggregate are in excess of the Deductible in which event Parent shall only pay or be liable for Losses under Section 10.3(a)(i) in excess of the Deductible or (ii) with respect to any claim under Section 10.3(a)(i) unless such claim (taken together with all other claims, if any, resulting from the same facts and circumstances) involves Losses in excess of the De Minimis Amount (nor shall such item be applied to or considered for purposes of calculating the aggregate amount of the Stockholder Indemnified Parties’ Losses for purposes of Section 10.3(b)(i) or 10.3(c)). (c) The maximum amount for which Parent shall be liable under Section 10.3(a)(i) in the Fitness Businessaggregate shall be an amount equal to the product of (A) 0.026 and (B) the Brokerage Firm Consideration, Excluded Assets except with respect to any breach or Excluded Liabilities ;inaccuracy of any Fundamental Representation. The maximum amount for which Parent shall be liable under this Section 10.3 in the aggregate, including with respect to any breach or inaccuracy of any Fundamental Representation, shall not exceed the Brokerage Firm Consideration. (d) Parent shall not have any liability in lieu respect of indemnification under Section 11.2(a) or (e), any and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up Loss to the first $500,000 extent the fact, matter, event or circumstance giving rise to the claim on which it is based is addressed by a specific reserve reflected in the aggregate, plus the excess of such Purchaser Losses over $500,000; provided, however, that Parent's indemnification obligation hereunder for such excess shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly;Parent Financial Statements. (e) in lieu Any indemnification of indemnification under Section 11.2(a), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing a Stockholder Indemnified Party pursuant to this Section 9.1(d) or (ii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder 10.3 shall be reduced effected within fifteen (15) days after the Final Determination thereof by applying wire transfer or transfers of immediately available funds from Parent to an account designated by the amount of any remaining Basket (after giving effect applicable Stockholder Indemnified Party to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12Parent.

Indemnification by Parent. Except as otherwise limited by this Agreement(a) Parent shall indemnify and hold the LMP Principals and LMP's directors, Purchaser and its Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors officers and employees (as collectively, the "LMP Indemnified Parties") harmless from and against, and agree promptly to such employeesdefend each of the LMP Indemnified Parties from and reimburse each of the LMP Indemnified Parties for, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interestliabilities, awards, judgments obligations and penalties claims of any kind (including, without limitation, including reasonable attorney fees and other legal costs and expenses) (hereinafter collectively, a "Purchaser LMP Loss")) that any of the LMP Indemnified Parties may at any time suffer or incur, imposed onor become subject to, sustainedas a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Parent or Sub in or pursuant hereto, incurred or suffered in any instrument, certificate or affidavit delivered by Parent or Sub at the Closing in accordance with the provisions hereof; (ii) any such Person failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations hereunder or under any of the documents and materials delivered by Parent pursuant hereto; and (iii) any suit, action or other proceeding arising out of: (a) the breach of any representation or warranty made by Parent contained herein , or in any way related to, any of the certificate matters referred to be delivered pursuant to in this Section 9.1(d8.1(a). (b) Notwithstanding any other provision hereof to the breach of contrary, Parent shall not have any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification liability under Section 11.2(a8.1(a)(i) or above (e)i) unless the aggregate of all LMP Losses for which Parent would be liable but for this sentence exceeds, any on a cumulative basis, an amount equal to $100,000, and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up then only to the first extent of such excess, (ii) for amounts in excess of $500,000 5,500,000 in the aggregate, plus and (iii) unless the excess LMP Principals have asserted a claim with respect to the matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), within 18 months of such Purchaser Losses over $500,000; providedthe Effective Time. Notwithstanding any implication to the contrary contained herein, howeverthe parties acknowledge and agree that a decrease in the value of Parent Stock would not, that Parent's indemnification obligation hereunder for such excess shall by itself, constitute a LMP Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be reduced by applying the amount as a result of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred event described in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(aSections 8.1(a)(i), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(dii) or (iiiii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12above.

Indemnification by Parent. Except as otherwise limited by this Agreement(a) Parent shall indemnify and hold the Digital Shareholders and Digital's directors, Purchaser and its Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors officers and employees (as collectively, the "Digital Indemnified Parties") harmless from and against, and agree promptly to such employeesdefend each of the Digital Indemnified Parties from and reimburse each of the Digital Indemnified Parties for, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interestliabilities, awards, judgments obligations and penalties claims of any kind (including, without limitation, reasonable attorney fees and other legal costs and expenses) (hereinafter collectively a "Purchaser Digital Loss")) that any of the Digital Indemnified Parties may at any time suffer or incur, imposed onor become subject to, sustainedas a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Parent or Sub in or pursuant to this Agreement, incurred or suffered in any instrument, certificate or affidavit delivered by Parent or Sub at the Closing in accordance with the provisions hereof; (ii) any such Person failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and materials delivered by Parent pursuant to this Agreement; and (iii) any suit, action or other proceeding arising out of: (a) the breach of any representation or warranty made by Parent contained herein , or in any way related to, any of the certificate matters referred to be delivered pursuant to in this Section 9.1(d8.1(a). (b) Notwithstanding any other provision to the breach of contrary Parent shall not have any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification liability under Section 11.2(a8.1(a)(i) or above (e)i) unless the aggregate of all Digital Losses for which Parent would be liable but for this sentence exceeds, any on a cumulative basis, an amount equal to $100,000, and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up then only to the first extent of such excess, (ii) for amounts in excess of $500,000 4,000,000 in the aggregate, plus and (iii) unless the excess Digital Shareholders have asserted a claim with respect to the matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), within two years of such Purchaser Losses over $500,000; providedthe Effective Time. Notwithstanding any implication to the contrary contained herein, howeverthe parties acknowledge and agree that a decrease in the value of Parent Stock would not, that Parent's indemnification obligation hereunder for such excess shall by itself, constitute a Digital Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be reduced by applying the amount as a result of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred event described in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(aSections 8.1(a)(i), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(dii) or (iiiii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12above.

Indemnification by Parent. Except as otherwise limited by this Agreement, Purchaser and its Affiliates (including, without limitation WWI Parent and the Companies) Surviving Corporation jointly and their respective officers, directors severally agree to indemnify and employees (as to such employees, other than lost wages or salary) shall be indemnified, defended hold harmless each Significant Shareholder from and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies Losses and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) (hereinafter a "Purchaser Loss"), imposed on, sustained, Expenses incurred by such Significant Shareholder in connection with or suffered by any such Person arising out offrom: (a) the any breach of any representation or warranty made by Parent or Mergerco of, or other failure by Parent or Mergerco to perform, any of the covenants of Parent or Mergerco contained herein in this Agreement or in any other Agreement (other than the certificate to be delivered Employment Agreements) executed on behalf of Parent or Mergerco pursuant to Section 9.1(d).this Agreement or in any certificate or other document delivered by Parent or Mergerco pursuant to this Agreement; and (b) the any breach of any covenant warranty or agreement made by the inaccuracy of any representation of Parent or Mergerco contained herein; (c) the Fitness Business, Excluded Assets in this Agreement or Excluded Liabilities ; (d) in lieu any certificate or other document delivered on behalf of indemnification under Section 11.2(a) Parent or (e), any and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up Mergerco pursuant to the first $500,000 in the aggregate, plus the excess of such Purchaser Losses over $500,000this Agreement; provided, however, that Parent's indemnification obligation hereunder for such excess Parent and the Surviving Corporation shall not be reduced by applying required to indemnify and hold harmless under this Section 8.2 with respect to any Loss or Expense incurred as a result of any breach, inaccuracy, proceeding or other situation described in paragraphs (a) and (b) of this Section 8.2 (other than fraudulent breach or inaccuracy) until the aggregate amount of any remaining Basket all Loss and Expense incurred by the Significant Shareholders with respect to paragraph (after giving effect to any other reductions or applications under this Agreementb) up to exceeds $5,000,000 against 50% of such excess Purchaser Loss incurred in connection therewith20,000; provided further that any amount so applied if such Loss and Expense incurred by the Significant Shareholder exceeds $20,000, then the Significant Shareholders shall reduce the Basket accordingly; (e) be indemnified against all such Loss and Expense incurred hereunder in lieu excess of indemnification under Section 11.2(a), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(d) or (ii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d)$20,000; provided, howeverfurther, that Parent's indemnification obligation hereunder the aggregate amount to be paid by Parent pursuant to this Section 8.2 shall be reduced by applying not exceed the total amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth Merger Consideration received by each Significant Shareholder, in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12aggregate.

Indemnification by Parent. Except as otherwise limited by this Agreement(I) Parent shall indemnify and hold harmless Tauriga, Purchaser and its Acquisition Sub, Surviving Entity, their Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors and employees (as to such directors, employees, attorneys, agents and controlling persons from any liability, damage, loss, penalty, cost or expense, including attorneys’ fees and costs of investigating and defending against lawsuits, complaints, actions or other than lost wages pending or salary) shall be indemnifiedthreatened litigation (collectively, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) (hereinafter a "Purchaser Loss"“Costs”), imposed on, sustained, incurred arising from or suffered by any such Person arising out ofattributable to: (a) the Any breach of any representation representation, warranty or warranty agreement made by Parent contained herein any one or more of the Sellers in this Agreement, any Transaction Document or any certificate delivered by Sellers in connection with the certificate to be delivered pursuant to Section 9.1(d).transactions contemplated herein; (b) Any breach by one or more of the breach Sellers, or other failure by any one or more of the Sellers to perform, any covenant of the covenants or agreement made by Parent agreements of the Sellers contained hereinin this Agreement; (c) Any Proceeding arising from the Fitness Businessmanagement, Excluded Assets business or Excluded Liabilities operations of Pilus on or prior to the Closing Date to the extent not reflected on or reserved against on the Latest Pilus Balance Sheet; (d) in lieu Any Taxes for which any one or more of indemnification under Section 11.2(a) the Sellers is liable pursuant to Sections 5.12 or (e), any and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up to the first $500,000 in the aggregate, plus the excess of such Purchaser Losses over $500,0005.14; provided, however, that Parent's indemnification obligation hereunder for such excess shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly;and (e) in lieu The principal amount, interest or any Costs arising out or relating to any Indebtedness of indemnification under Section 11.2(a), (i) any matter identified by Parent as an exception Pilus at or prior to the truth Closing Date. (II) Each Seller other than Parent and correctness of any representation or warranty Pilus shall severally (in the certificate proportion that such Seller’s Warrant bears to be delivered by Parent at Closing pursuant all Warrants issued hereunder) indemnify and hold harmless Tauriga, Acquisition Sub, Surviving Entity, their Affiliates and their respective officers, directors, employees, attorneys, agents and controlling persons from any Costs arising from or attributable to Section 9.1(d) or (ii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation representation, warranty or warranty agreement made by Parent contained such Seller in this Agreement Agreement, any Transaction Document or in the any certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred Sellers in connection therewith; provided further that any amount so applied shall reduce with the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12transactions contemplated herein.

Indemnification by Parent. Except as otherwise limited by this Agreement(a) Parent shall indemnify and hold the InTouch Shareholders and InTouch's directors, Purchaser and its Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors officers and employees (as collectively, the "InTouch Indemnified Parties") harmless from and against, and agree promptly to such employeesdefend each of the InTouch Indemnified Parties from and reimburse each of the InTouch Indemnified Parties for, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interestliabilities, awards, judgments obligations and penalties claims of any kind (including, without limitation, reasonable attorney fees and other legal costs and expenses) (hereinafter a collectively, an "Purchaser InTouch Loss")) that any of the InTouch Indemnified Parties may at any time suffer or incur, imposed onor become subject to, sustainedas a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Parent or Sub in or pursuant hereto, incurred or suffered in any instrument, certificate or affidavit delivered by Parent or Sub at the Closing in accordance with the provisions hereof; (ii) any such Person failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations hereunder or under any of the documents and materials delivered by Parent pursuant hereto; and (iii) any suit, action or other proceeding arising out of: (a) the breach of any representation or warranty made by Parent contained herein , or in any way related to, any of the certificate matters referred to be delivered pursuant to in this Section 9.1(d8.1(a). (b) Notwithstanding any other provision hereof to the breach of contrary, Parent shall not have any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification liability under Section 11.2(a8.1(a)(i) or above (e)i) unless the aggregate of all InTouch Losses for which Parent would be liable but for this sentence exceeds, any on a cumulative basis, an amount equal to $50,000, and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up then only to the first extent of such excess, (ii) for amounts in excess of $500,000 1,200,000 in the aggregate, plus and (iii) unless the excess InTouch Shareholders have asserted a claim with respect to the matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), within two years of such Purchaser Losses over $500,000; providedthe Effective Time. Notwithstanding any implication to the contrary contained herein, howeverthe parties acknowledge and agree that a decrease in the value of Parent Stock would not, that Parent's indemnification obligation hereunder for such excess shall by itself, constitute a InTouch Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be reduced by applying the amount as a result of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred event described in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(aSections 8.1(a)(i), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(dii) or (iiiii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12above.

Indemnification by Parent. Except as otherwise limited by this Agreement(a) Parent shall indemnify and hold the Pequot Shareholders and Pequot's directors, Purchaser and its Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors officers and employees (as collectively, the "Pequot Indemnified Parties") harmless from and against, and agree promptly to such employeesdefend each of the Pequot Indemnified Parties from and reimburse each of the Pequot Indemnified Parties for, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interestliabilities, awards, judgments obligations and penalties claims of any kind (including, without limitation, including reasonable attorney fees and other legal costs and expenses) (hereinafter collectively, a "Purchaser Pequot Loss")) that any of the Pequot Indemnified Parties may at any time suffer or incur, imposed onor become subject to, sustainedas a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Parent or Sub in or pursuant hereto, incurred or suffered in any instrument, certificate or affidavit delivered by Parent or Sub at the Closing in accordance with the provisions hereof; (ii) any such Person failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations hereunder or under any of the documents and materials delivered by Parent pursuant hereto; and (iii) any suit, action or other proceeding arising out of: (a) the breach of any representation or warranty made by Parent contained herein , or in any way related to, any of the certificate matters referred to be delivered pursuant to in this Section 9.1(d8.1(a). (b) Notwithstanding any other provision hereof to the breach of contrary, Parent shall not have any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification liability under Section 11.2(a8.1(a)(i) or above (e)i) unless the aggregate of all Pequot Losses for which Parent would be liable but for this sentence exceeds, any on a cumulative basis, an amount equal to $100,000, and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up then only to the first extent of such excess, (ii) for amounts in excess of $500,000 4,500,000 in the aggregate, plus and (iii) unless the excess Pequot Shareholders have asserted a claim with respect to the matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), within the longer of such Purchaser Losses over $500,000; provided(A) the applicable statute of limitations or (B) two years of the Effective Time. Notwithstanding any implication to the contrary contained herein, howeverthe parties acknowledge and agree that a decrease in the value of Parent Stock would not, that Parent's indemnification obligation hereunder for such excess shall by itself, constitute a Pequot Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be reduced by applying the amount as a result of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred event described in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(aSections 8.1(a)(i), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(dii) or (iiiii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12above.

Indemnification by Parent. Except as otherwise limited by this AgreementFrom and after the Closing Date, Purchaser Parent shall indemnify and its Affiliates (includinghold harmless the Fully-Diluted Stockholders, without limitation WWI and the Companies) and each of their respective directors, officers, directors employees and employees agents, and each of the heirs, executors, successors and assigns of any of the foregoing (as to such employeescollectively, other than lost wages or salarythe “Stockholder Indemnified Parties”) shall be indemnified, defended from and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interest, awards, judgments and penalties Losses (including, without limitation, reasonable legal costs and expensesafter giving effect to any after tax effect actually realized by such Stockholder Indemnified Parties) (hereinafter a "Purchaser Loss"), imposed on, sustainedactually paid, incurred or suffered by any such Person arising out of: (a) of the breach of any representation or warranty made by Parent contained herein or in the certificate to be delivered pursuant to Section 9.1(d). (b) the breach of any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification under Section 11.2(a) or (e), any and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up to the first $500,000 in the aggregate, plus the excess of such Purchaser Losses over $500,000; provided, however, that Parent's indemnification obligation hereunder for such excess shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred Stockholder Indemnified Parties in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(a), with or arising from (i) any matter identified breach by Parent as an exception to the truth or Merger Sub of its covenants and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(d) agreements contained herein or (ii) any matter identified breach by Purchaser in writing at Closing Parent or Merger Sub of its representations and warranties contained herein (provided, that constitutes a breach for purposes of this clause (ii), if any such representation or warranty made is qualified by materiality, Parent contained Material Adverse Effect, the word “material” or by words of similar impact, such qualification or exceptions will, in this Agreement all respects be ignored and deemed not included in such representation or in warranty); provided that (A) Parent shall be required to indemnify the certificate to be delivered Stockholder Indemnified Parties pursuant to Section 9.1(d8.3(ii) only to the extent that the aggregate Losses indemnifiable pursuant to Section 8.3(ii) exceed the Threshold (provided, that once the aggregate Losses exceed the Threshold, Parent shall be liable for the payment of all Losses from the first dollar thereof and not merely the amounts in excess of the Threshold); and (B) any claim for indemnification under this Section 8.3 must be made during the survival period set forth in Section 8.1; provided, howeverfurther, that Parent's indemnification obligation hereunder the limitations described in Sections 8.3(A) and (B) shall be reduced by applying the amount of any remaining Basket (after giving effect not apply to any other reductions Losses resulting from fraud or applications under this Agreement) against 50% intentional misrepresentation of Parent. To the Purchaser Loss incurred in connection therewith; provided further extent that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products Parent’s undertakings set forth in this Section 8.3 may be unenforceable, Parent shall contribute the Demand maximum amount that is permitted under applicable law to the payment and satisfaction of all indemnifiable liabilities incurred by the Stockholder Indemnified Parties. Notwithstanding the foregoing, in no event shall the Stockholder Indemnified Parties be entitled to indemnification for Arbitration which any Loss which, individually, is identified as Item 4 on Schedule 3.12in an aggregate amount less than $5,000.

Indemnification by Parent. Except as otherwise limited by this Agreement(a) Parent shall indemnify and hold TWG, Purchaser the TWG Shareholder and its Affiliates (includingTWG's directors, without limitation WWI and the Companies) and their respective officers, directors officers and employees (as collectively, the "TWG Indemnified Parties") harmless from and against, and agree promptly to such employeesdefend each of the TWG Indemnified Parties from and reimburse each of the TWG Indemnified Parties for, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interestliabilities, awards, judgments obligations and penalties claims of any kind (including, without limitation, reasonable attorney fees and other legal costs and expenses) (hereinafter collectively a "Purchaser TWG Loss")) that any of the TWG Indemnified Parties may at any time suffer or incur, imposed onor become subject to, sustainedas a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Parent or Sub in or pursuant to this Agreement, incurred or suffered in any instrument, certificate or affidavit delivered by Parent at the Closing in accordance with the provisions hereof; (ii) any such Person failure by Parent to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and materials delivered by Parent pursuant to this Agreement; and (iii) any suit, action or other proceeding arising out of: (a) the breach of any representation or warranty made by Parent contained herein , or in any way related to, any of the certificate matters referred to be delivered pursuant to in this Section 9.1(d)8.1. (b) the breach of Notwithstanding any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification under Section 11.2(a) or (e), any and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up other provision to the first $500,000 in the aggregate, plus the excess of such Purchaser Losses over $500,000; provided, however, that Parent's indemnification obligation hereunder for such excess contrary Parent shall be reduced by applying the amount of not have any remaining Basket (after giving effect to any other reductions or applications liability under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(a)8.1, (i) any matter identified by unless the aggregate of all TWG Losses for which Parent as would be liable but for this sentence exceeds on a cumulative basis an exception amount equal to $200,000 and then only to the truth extent of such excess, and correctness (ii) for amounts in excess of any representation $2,075,000, and (C) unless the TWG Shareholder has asserted a claim with respect to the matters set forth in Section 8.1(a)(i) or warranty 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i) within twenty-four (24) months of the Effective Time. The parties acknowledge that a decrease in the certificate value of Parent Stock would not, by itself, constitute a TWG Loss, but to the extent a decrease in the value of Parent Stock has been demonstrated to be delivered by Parent at Closing pursuant to Section 9.1(das a result of or in connection with any event described in Sections 8.1(a)(i), (ii) or (ii) any matter identified by Purchaser in writing at Closing that constitutes iii), such decrease would constitute a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12TWG Loss.

Indemnification by Parent. Except as otherwise limited by this Agreement(a) Parent shall indemnify and hold the TWC Members and TWC's manager, Purchaser and its Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors officers and employees (as collectively, the "TWC Indemnified Parties") harmless from and against, and agree promptly to such employeesdefend each of the TWC Indemnified Parties from and reimburse each of the TWC Indemnified Parties for, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interestliabilities, awards, judgments obligations and penalties claims of any kind (including, without limitation, including reasonable attorney fees and other legal costs and expenses) (hereinafter collectively, a "Purchaser TWC Loss")) that any of the TWC Indemnified Parties may at any time suffer or incur, imposed onor become subject to, sustainedas a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Parent or Sub in or pursuant hereto, incurred or suffered in any instrument, certificate or affidavit delivered by Parent or Sub at the Closing in accordance with the provisions hereof; (ii) any such Person failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations hereunder or under any of the documents and materials delivered by Parent pursuant hereto; and (iii) any suit, action or other proceeding arising out of: (a) the breach of any representation or warranty made by Parent contained herein , or in any way related to, any of the certificate matters referred to be delivered pursuant to in this Section 9.1(d8.1(a). (b) Notwithstanding any other provision hereof to the breach of contrary, Parent shall not have any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification liability under Section 11.2(a8.1(a)(i) or above (ei) unless the aggregate of all TWC Losses for which Parent would be liable but for this sentence exceeds, on a cumulative basis, an amount equal to 5% of the aggregate Merger consideration payable, in any form (each share of Parent Stock valued at $10), any pursuant to Section 3.1 hereof ("Basket"), and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up then only to the first extent of such excess, (ii) for amounts in excess of the aggregate Merger consideration payable, in any form (each share of Parent Stock valued at $500,000 10), pursuant to Section 3.1 hereof ("Cap") in the aggregate, plus and (iii) unless the excess TWC Members have asserted a claim pursuant to Section 8.3 hereof with respect to the matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), within 18 months of the Effective Time. Notwithstanding any implication to the contrary contained herein, the parties acknowledge and agree that a decrease in the value of Parent Stock owned by any of the TWC Members would not, by itself, constitute a TWC Loss, unless and to the extent a decrease in the value of such Purchaser Losses over $500,000; provided, however, that Parent's indemnification obligation hereunder for such excess shall Parent Stock has been demonstrated to be reduced by applying the amount as a result of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred event described in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(aSections 8.1(a)(i), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(dii) or (iiiii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12above.

Indemnification by Parent. Except as otherwise limited by this Agreement(a) After the Effective Time, Purchaser and its Affiliates (including, without limitation WWI and the Companies) Shareholders and their respective affiliates, officers, directors and employees (as to such directors, employees, other than lost wages or salaryagents, successors and assigns (collectively, the "Shareholder Indemnified Parties") shall be indemnified, defended indemnified and held harmless by Parent from, against and in respect of for any and all liabilitiesLosses, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) (hereinafter a "Purchaser Loss"), imposed on, sustained, incurred or suffered by any such Person arising out ofof or resulting from: (ai) the breach of any representation or warranty (without giving effect to any qualification as to materiality contained therein in determining the amount of any Loss) made by Parent contained herein or in the certificate to be delivered pursuant to Section 9.1(d).Acquisition Documents as of the date of this Agreement or as if such representation and warranty was made on and as of the date of the Effective Time; (bii) the breach of any covenant or agreement made by Parent in the Acquisition Documents; or (iii) the amount, if any, by which the Closing Cash, as determined by Parent after the Effective Time, is greater than the good faith estimate of the Closing Cash provided to Parent by the Company immediately prior to the Effective Time in accordance with Section 3.01(a). To the extent that any of Parent's undertakings set forth in this Section 11.03(a) may be unenforceable, Parent shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the Shareholder Indemnified Parties, subject to the limitations imposed by this Agreement. (b) Notwithstanding anything to the contrary contained hereinin this Agreement, except with respect to claims based on fraud: (i) no indemnification payment by Parent with respect to any indemnifiable Loss otherwise payable under Section 11.03(a)(i) and (ii) and arising out of or resulting from the causes enumerated in Section 11.03(a) (except for Parent's obligation under Section 3.02(a) to deposit cash sufficient to pay the aggregate cash consideration pursuant to Section 3.02) shall be payable until such time as all such indemnifiable Losses shall aggregate to more than $1,500,000, after which time Parent shall only be liable for such indemnifiable Losses in excess of the first $1,500,000; (cii) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification under Section 11.2(a) or (e), any and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up to the first $500,000 in the aggregate, plus the excess of such Purchaser Losses over $500,000; provided, however, that Parent's indemnification obligation hereunder for such excess shall be reduced by applying the maximum aggregate amount of any remaining Basket (after giving effect to any other reductions indemnifiable Losses arising out of or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred resulting from the causes enumerated in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(a), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(d11.03(a)(i) or (ii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in (except for Parent's obligation under Section 3.02(a) to deposit cash sufficient to pay the certificate to be delivered aggregate cash consideration pursuant to Section 9.1(d); provided, however, 3.02) that Parent's indemnification obligation hereunder may be recovered from Parent shall be reduced limited to $12,000,000; and (iii) no Loss shall be deemed to have been sustained by applying any Shareholder Indemnified Party to the amount extent of any remaining Basket (after giving effect to proceeds received by such party from any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12insurance policies with respect thereto.

Indemnification by Parent. Except as otherwise limited by (a) Subject to the limitations set forth in this Agreement, Purchaser from and after the Closing, the Acquiror and its Affiliates (including, without limitation WWI including the Company and the Companies) and their respective Company Subsidiary following the Closing), officers, directors and employees (as to such directors, employees, other than lost wages or salaryagents, successors and assigns (each an “Acquiror Indemnified Party”) shall be indemnified, defended indemnified and held harmless by the Parent from, against and in respect of for any and all liabilitiesLosses suffered or incurred by them, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) (hereinafter a "Purchaser Loss"), imposed on, sustained, incurred or suffered by any such Person arising out ofof or resulting from or in connection with: (ai) the The breach of any representation or warranty made by Parent the Parent, the Company or any Equityholder contained herein or in the certificate to be delivered pursuant to Section 9.1(d).Acquisition Documents; (bii) the The breach of any covenant or agreement made by the Parent or the Company or any Equityholder contained herein;in the Acquisition Documents; or (ciii) For any amount paid to a Dissenting Unitholder and the Fitness Business, Excluded Assets or Excluded Liabilities ;cost of any appraisal process. (db) in lieu of Except as set forth herein to the contrary, no claim may be made against the Parent for indemnification under pursuant to Section 11.2(a9.01(a)(i) or 9.01(a)(ii) with respect to any individual item of Loss or items of Loss unless the aggregate of all such Losses of the Acquiror Indemnified Parties shall exceed $250,000 (ethe “Deductible”), any and in which event the Parent shall be liable for indemnification for the excess amount of all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, such Losses up to the first $500,000 in the aggregate, plus the excess of such Purchaser Losses over $500,000; provided, however, that Parent's indemnification obligation hereunder for such excess shall be reduced by applying the maximum amount of any remaining Basket $3,000,000 (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(a), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(d) or (ii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d“Cap”); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of the Cap shall be increased by the amount of Losses of the Acquiror Indemnified Parties that arise out of a breach of the representations and warranties contained in Section 4.12(h) (ETC Status) or the covenant contained in Section 6.04(a)(i), up to a maximum Cap amount of $5,000,000. Notwithstanding anything to the contrary contained herein, the Parent shall not be responsible for any remaining Basket (after giving effect to any other reductions or applications Losses in respect of claims made under this Agreement) against 50% Article IX in excess of the Purchaser Loss incurred aggregate proceeds received by the Parent (the “Aggregate Proceeds Limit”). In addition, neither the Deductible nor the Cap shall apply (i) for Losses suffered by the Acquiror Indemnified Parties as a result of fraud or intentional misrepresentation, or (ii) to Losses suffered by the Acquiror Indemnified Parties in connection therewith; provided further that any amount so applied shall reduce respect of a breach of the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products representations and warranties set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12.second sentence of Section 4.01 (Organization, Authority and Qualification of the Parent), Section 4.02 (Organization, Authority and Qualification of the Company and the Company Subsidiary),

Indemnification by Parent. Except as otherwise limited by this Agreement(a) Parent shall indemnify and hold the Pantheon Shareholders and Pantheon's directors, Purchaser and its Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors officers and employees (as collectively, the "Pantheon Indemnified Parties") harmless from and against, and agree promptly to such employeesdefend each of the Pantheon Indemnified Parties from and reimburse each of the Pantheon Indemnified Parties for, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interestliabilities, awards, judgments obligations and penalties claims of any kind (including, without limitation, including reasonable attorney fees and other legal costs and expenses) (hereinafter collectively, a "Purchaser Pantheon Loss")) that any of the Pantheon Indemnified Parties may at any time suffer or incur, imposed onor become subject to, sustainedas a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Parent or Sub in or pursuant hereto, incurred or suffered in any instrument, certificate or affidavit delivered by Parent or Sub at the Closing in accordance with the provisions hereof; (ii) any such Person failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations hereunder or under any of the documents and materials delivered by Parent pursuant hereto; and (iii) any suit, action or other proceeding arising out of: (a) the breach of any representation or warranty made by Parent contained herein , or in any way related to, any of the certificate matters referred to be delivered pursuant to in this Section 9.1(d8.1(a). (b) Notwithstanding any other provision hereof to the breach of contrary, Parent shall not have any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification liability under Section 11.2(a8.1(a)(i) or above (e)i) unless the aggregate of all Pantheon Losses for which Parent would be liable but for this sentence exceeds, any on a cumulative basis, an amount equal to $100,000, and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up then only to the first extent of such excess, (ii) for amounts in excess of $500,000 3,150,000 in the aggregate, plus and (iii) unless the excess Pantheon Shareholders have asserted a claim with respect to the matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), -26- within two years of such Purchaser Losses over $500,000; providedthe Effective Time. Notwithstanding any implication to the contrary contained herein, howeverthe parties acknowledge and agree that a decrease in the value of Parent Stock would not, that Parent's indemnification obligation hereunder for such excess shall by itself, constitute a Pantheon Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be reduced by applying the amount as a result of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred event described in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(aSections 8.1(a)(i), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(dii) or (iiiii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12above.

Indemnification by Parent. Except as otherwise limited by this Agreement(a) Parent shall indemnify and hold Swan, Purchaser the Swan Shareholders and its Affiliates (includingSwan's directors, without limitation WWI and the Companies) and their respective officers, directors officers and employees (as collectively, the "Swan Indemnified Parties") harmless from and against, and agree promptly to such employeesdefend each of the Swan Indemnified Parties from and reimburse each of the Swan Indemnified Parties for, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interestliabilities, awards, judgments obligations and penalties claims of any kind (including, without limitation, reasonable attorney fees and other legal costs and expenses) (hereinafter collectively a "Purchaser Swan Loss")) that any of the Swan Indemnified Parties may at any time suffer or incur, imposed onor become subject to, sustainedas a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Parent or Sub in or pursuant to this Agreement, incurred or suffered in any instrument, certificate or affidavit delivered by Parent at the Closing in accordance with the provisions hereof; (ii) any such Person failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and materials delivered by Parent pursuant to this Agreement; and (iii) any suit, action or other proceeding arising out of: (a) the breach of any representation or warranty made by Parent contained herein , or in any way related to, any of the certificate matters referred to be delivered pursuant to in this Section 9.1(d)8.1. (b) Notwithstanding any other provision to the breach of contrary Parent shall not have any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification liability under Section 11.2(a8.1(a) or above (e)i) unless the aggregate of all Swan Losses for which Parent would be liable but for this sentence exceeds, any on a cumulative basis, an amount equal to $100,000, and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up then only to the first extent of such excess, (ii) for amounts in excess of $500,000 1,000,000 in the aggregate, plus and (iii) unless the excess Swan Shareholders have asserted a claim with respect to the matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), within two years of such Purchaser Losses over $500,000; providedthe Effective Time. Notwithstanding any implication to the contrary contained herein, howeverthe parties acknowledge and agree that a decrease in the value of Parent Stock would not, that Parent's indemnification obligation hereunder for such excess shall by itself, constitute a Swan Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be reduced by applying the amount as a result of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred event described in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(aSections 8.1(a)(i), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(dii) or (iiiii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12above.

Indemnification by Parent. Except as otherwise limited by this AgreementSubject to the limitations set forth in Section 10.3, Purchaser and Parent will indemnify Purchaser, its Affiliates (including, without limitation WWI and the Companies) Subsidiaries and their respective officers, directors directors, employees and employees agents (as to such employeesthe "Purchaser Indemnified Parties") against, other than lost wages or salary) shall be indemnified, defended and held hold them harmless by Parent from, against and in respect any loss, liability, assessment, Tax, fine, penalty, claim, damage, expense or cost of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies mitigation suffered or paid (including reasonable legal fees and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expensesincluding those incurred in enforcing any rights under this ARTICLE X) (hereinafter a "Purchaser LossDamages"), imposed on, sustained, incurred or suffered by any such Person ) arising out offrom: (ai) the Any inaccuracy in or breach of any representation or warranty made by of Parent or Seller in this Agreement (including the representations and warranties set forth in Section 4.20 but excluding the representations and warranties set forth in Section 4.17) (ignoring for purposes of this subsection (i) any qualifications as to materiality or Material Adverse Effect contained herein or in the certificate to be delivered pursuant to Section 9.1(drepresentations or warranties).; (bii) the Any breach of any covenant or agreement made by Parent contained hereinor Seller set forth in this Agreement; (ciii) Any failure, as of the Fitness Businessdate of and for the period covered by the Interim Financials (excluding slotting fees), Excluded Assets of the expenses or Excluded Liabilities liabilities with respect to the following to have been recorded in the Interim Financials in accordance with GAAP on a consistent basis: trade promotions, trade allowances, consumer promotion programs, coupons and similar obligations; (div) in lieu of indemnification under Section 11.2(a) or (e), any and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up to the first $500,000 in the aggregate, plus the excess of such Purchaser Losses over $500,000; provided, however, that Parent's indemnification obligation hereunder for such excess shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(a), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(d) or (ii) any matter identified by Purchaser in writing at Closing that constitutes a Any breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in Section 4.17, and as provided in Section 11.3, for Taxes for all tax periods ending on or prior to the Demand Closing Date, including the portion of any Straddle Period deemed to end on the Closing Date; (v) Any breach of any Material Contract by the Company or its Affiliates prior to the Closing Date; (vi) Transaction Expenses; (vii) The employment of any Company Employee on or prior to the Closing Date, including all claims of Company Employees and their covered dependents for Arbitration (i) expenses associated with any circumstances occurring on or prior to the Closing Date which is identified as Item 4 are payable under any Parent Benefit Plans and (ii) severance benefits; (viii) Debt outstanding on Schedule 3.12the Closing Date; and (ix) Any failure of the Company to comply with the WARN Act (or any applicable state law equivalent) with respect to periods prior to the Closing Date.

Indemnification by Parent. Except as otherwise limited by this Agreement(a) Parent shall indemnify and hold the Micro Shareholders and Micro's directors, Purchaser and its Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors employees and employees agents (as collectively, the "Micro Indemnified Parties") harmless from and against, and agree promptly to such employeesdefend each of the Micro Indemnified Parties from and reimburse each of the Micro Indemnified Parties for, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interestliabilities, awards, judgments obligations and penalties claims of any kind (including, without limitation, reasonable attorney fees and other legal costs and expenses) (hereinafter collectively a "Purchaser Micro Loss")) that any of the Micro Indemnified Parties may at any time suffer or incur, imposed onor become subject to, sustainedas a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Parent or Sub in or pursuant to this Agreement, incurred or suffered in any instrument, certificate or affidavit delivered by Parent or Sub at the Closing in accordance with the provisions hereof; (ii) any such Person failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and materials delivered by Parent pursuant to this Agreement; and (iii) any suit, action or other proceeding arising out of: (a) the breach of any representation or warranty made by Parent contained herein , or in any way related to, any of the certificate matters referred to be delivered pursuant to in this Section 9.1(d8.1(a). (b) Notwithstanding any other provision to the breach of contrary Parent shall not have any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification liability under Section 11.2(a8.1(a) or above (e)i) unless the aggregate of all Micro Losses for which Parent would be liable but for this sentence exceeds, any on a cumulative basis, an amount equal to $100,000, and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up then only to the first extent of such excess, (ii) for amounts in excess of $500,000 3,700,000 in the aggregate, plus and (iii) unless the excess Micro Shareholders have asserted a claim with respect to the matters set forth in Section 8.1(a) above within two years of such Purchaser Losses over $500,000; providedthe Effective Time. Notwithstanding any implication to the contrary contained herein, howeverthe parties acknowledge and agree that a decrease in the value of Parent Stock would not, that Parent's indemnification obligation hereunder for such excess shall by itself, constitute a Micro Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be reduced by applying the amount as a result of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred event described in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; (e) in lieu of indemnification under Section 11.2(aSections 8.1(a)(i), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(dii) or (iiiii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12above.

Indemnification by Parent. Except as otherwise limited by this Agreement(a) Parent shall indemnify and hold the BII Shareholders and BII's directors, Purchaser and its Affiliates (including, without limitation WWI and the Companies) and their respective officers, directors officers and employees (as collectively, the "BII Indemnified Parties") harmless from and against, and agree promptly to such employeesdefend each of the BII Indemnified Parties from and reimburse each of the BII Indemnified Parties for, other than lost wages or salary) shall be indemnified, defended and held harmless by Parent from, against and in respect of any and all liabilities, losses, damages, claims, costs, charges, actions, suits, proceedings, deficiencies and expenses, interestliabilities, awards, judgments obligations and penalties claims of any kind (including, without limitation, reasonable attorney fees and other legal costs and expenses) (hereinafter collectively a "Purchaser BII Loss")) that any of the BII Indemnified Parties may at any time suffer or incur, imposed onor become subject to, sustainedas a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Parent or Sub in or pursuant to this Agreement, incurred or suffered in any instrument, certificate or affidavit delivered by Parent at the Closing in accordance with the provisions hereof; (ii) any such Person failure by Parent or Sub to carry out, perform, satisfy and discharge any of its respective covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and materials delivered by Parent pursuant to this Agreement; and (iii) any suit, action or other proceeding arising out of: (a) the breach of any representation or warranty made by Parent contained herein , or in any way related to, any of the certificate matters referred to be delivered pursuant to in this Section 9.1(d)8.1. (b) Notwithstanding any other provision to the breach of contrary Parent shall not have any covenant or agreement made by Parent contained herein; (c) the Fitness Business, Excluded Assets or Excluded Liabilities ; (d) in lieu of indemnification liability under Section 11.2(a8.1(a) or above (e)i) unless the aggregate of all BII Losses for which Parent would be liable but for this sentence exceeds, any on a cumulative basis, an amount equal to $200,000, and all Post Signing Franchisee Claims and the trademark and related litigation brought by ▇▇▇▇▇ ▇▇▇▇▇ Fitness Centers, Inc. against WWI, up then only to the first extent of such excess, (ii) for amounts in excess of $500,000 14,000,000 in the aggregate, plus and (iii) unless the excess BII Shareholders have asserted a claim with respect to the matters set forth in Section 8.1(a)(i), or 8.1(a)(iii) to the extent applicable to Section 8.1(a)(i), within two years of such Purchaser Losses over $500,000; providedthe Effective Time, howeverexcept with respect to the matters arising under Sections 5.19, 5.20, 5.21 or 5.24 hereof, in which event Parent must have asserted a claim within the applicable statute of limitations. Notwithstanding any implication to the contrary contained herein, the parties acknowledge and agree that Parent's indemnification obligation hereunder for such excess shall a decrease in the value of Parent Stock would not, by itself, constitute a BII Loss, unless and to the extent a decrease in the value of Parent Stock has been demonstrated to be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions as a result of, or applications under this Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred in connection therewith; provided further that with, any amount so applied shall reduce the Basket accordingly; (e) event described in lieu of indemnification under Section 11.2(aSections 8.1(a)(i), (i) any matter identified by Parent as an exception to the truth and correctness of any representation or warranty in the certificate to be delivered by Parent at Closing pursuant to Section 9.1(dii) or (iiiii) any matter identified by Purchaser in writing at Closing that constitutes a breach of any representation or warranty made by Parent contained in this Agreement or in the certificate to be delivered pursuant to Section 9.1(d); provided, however, that Parent's indemnification obligation hereunder shall be reduced by applying the amount of any remaining Basket (after giving effect to any other reductions or applications under this Agreement) against 50% of the Purchaser Loss incurred in connection therewith; provided further that any amount so applied shall reduce the Basket accordingly; and/or (f) the franchisee profit-sharing claims relating to royalties for food products set forth in the Demand for Arbitration which is identified as Item 4 on Schedule 3.12above.