Common use of Indemnification by Purchaser Clause in Contracts

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. Subject to the terms and conditions of this ARTICLE IX, from and after the Closing, the Purchaser shall indemnify and defend the Seller, its Affiliates, and each of their respective employees, directors, officers, stockholders, agents, and representatives (collectively, the “Seller Group”), against, and shall hold each of them harmless from, any and all Losses incurred or sustained by the Seller Group based upon or arising out of: (a) Purchaser shall indemnify, defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made any inaccuracy in or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach of any representation of the representations or warranty warranties of the Purchaser contained in this Agreement or in any certificate or other document furnished instrument delivered by or on behalf of the Purchaser pursuant to this Agreement; , as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (ii) any non-fulfilment or breach of any covenant or agreement on except for representations and warranties that expressly relate to a specified date, the part of Purchaser contained inaccuracy in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of will be determined with reference to such non-fulfilment or breach; and (iii) the Assumed Liabilities.specified date); (b) Purchaser's any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by the Purchaser pursuant to this Agreement or any other Transaction Document (which shall not include the Transition Services Agreement); (c) any Assumed Liability; or (d) the Exploitation, development, manufacture, supply, marketing or distribution of the Compound or any Product following the Closing. The foregoing indemnity obligations under Section 6.02(a) shall be subject will not apply to the following limitations: (i) the obligations extent that such Losses arise out of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after or result from the Closing Date except with respect to bona fide Claims fraud, gross negligence, and/or willful misconduct of Seller or its Affiliates, and/or any related breach by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and of its representations, warranties, and/or covenants hereunder, or (ii) Losses for which Seller has an obligation to indemnify the maximum aggregate Purchaser Group pursuant to Section 9.02, as to which Losses each Party shall indemnify the other to the extent of its respective liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudfor such Losses.

Indemnification by Purchaser. (a) Except as otherwise expressly provided in this Article VIII, Purchaser agrees to and shall indemnifydefend, defend indemnify and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made against, and shall reimburse Seller for, each and every Loss, relating to, resulting from or brought against Seller Indemnified Partiesarising out of, or which they may suffer or incur, directly or indirectly, as a result any allegation by any third party of, in connection with or arising fromthe following: (ia) any breach of inaccuracy in any representation or warranty of Purchaser contained set forth in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (iib) any non-fulfilment breach or breach nonfulfillment of any covenant covenant, agreement or agreement on the part other obligation of Purchaser contained set forth in this Agreement Agreement; or (c) any Proceeding relating to events, conditions, operations, facts, circumstances or in acts of Purchaser, the Company or any certificate furnished by or on behalf of Purchaser pursuant their respective Affiliates which shall occur subsequent to the Transaction Documents and the non-fulfilment Closing Date. With respect to matters not involving Proceedings brought or breach of which remains uncured for a period of thirty asserted by third parties, within ten (3010) days after receipt of written notice notification from Seller or the Company supported by reasonable documentation setting forth in reasonable detail the nature of the circumstances entitling such non-fulfilment party to indemnity hereunder, Purchaser, at no cost or breach; and expense to such party shall diligently commence resolution of such matters in a manner reasonably acceptable to such party and shall diligently and timely prosecute such resolution to completion. With respect to those claims that may be satisfied by payment of a liquidated sum of money, Purchaser shall pay the amount so claimed to the extent supported by reasonable documentation within fifteen (iii15) days of such resolution. If litigation or any other Proceeding is commenced or threatened by any third party for which Seller is entitled to indemnification under this Section 8.3, the Assumed Liabilities. (b) Purchaser's obligations provisions of Section 8.4 shall control. Notwithstanding any provision contained herein to the contrary, if Purchaser disputes its liability in connection with any claim for indemnification under this Section 8.3, the Parties will submit the claim to arbitration under Section 6.02(a) 8.8, and the provisions of Section 8.8 shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudcontrol.

Indemnification by Purchaser. (a) Subject to the terms and conditions set forth herein, from and after the Closing, Purchaser shall indemnify, defend (with legal counsel of Purchaser's choice, which shall be reasonably acceptable to Seller) and hold harmless Seller and its directors XxXxxxxx and officers their respective successors, assigns, beneficiaries, heirs, estate, representatives and Affiliates (collectively referred to as each, a "Seller Party" and collectively, the "Seller Indemnified Parties") from and against any and all Claims which may be made Damages threatened or brought against Seller Indemnified Partiesasserted against, or which they may suffer suffered or incurincurred by any Seller Party (collectively, "Seller Damages") as a result of or arising out of, directly or indirectly, as a result of, in connection with or arising from: (i) any breach of any representation or warranty of Purchaser contained in this Agreement Agreement, the Collateral Agreements or in any certificate or other document furnished by or on behalf of Purchaser delivered pursuant to this Agreement; (ii) any non-fulfilment or breach of any 'covenant or agreement obligation on the part of Purchaser contained in this Agreement Agreement, the Collateral Agreements or in any certificate furnished by or on behalf of Purchaser other document delivered pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; andthis Agreement; (iii) any matter as to which Purchaser expressly agreed to indemnify Seller and/or XxXxxxxx pursuant to other provisions of this Agreement, the Assumed LiabilitiesCollateral Agreements or any other document delivered pursuant to this Agreement; and/or (iv) the business and/or operations of NAA and/or Purchaser, including without limitation any Damages asserted, filed or made prior to and/or after the Closing Date, and without regard to whether based on actions or circumstances occurring or existing prior to or after the Closing Date, to the extent Seller Damages are asserted based upon the status of a Seller Party as an owner, shareholder, director, officer, employee, and/or agent of NAA or based upon actions of a Seller Party in his capacity as a shareholder, owner, director, officer, employee, and/or agent of NAA, but specifically excluding any claim arising out of or in connection with the Universal Express dispute from which NAA has been dismissed. Purchaser understands that NAA has prior to the Closing Date paid legal fees and costs relating to the Universal Express dispute. (b) Purchaser's obligations under Section 6.02(a) Purchaser shall be subject obligated to indemnify, defend, and hold harmless a Seller Party pursuant to Section 9.3(a)(i) above only for those claims giving rise to Seller Damages as to which the applicable Seller Party has given Purchaser written notice thereof prior to the following limitations:end of the applicable survival period (as provided in Section 9.1). (ic) the obligations of Any written notice delivered by a Seller Party to Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties Damages shall set forth in written notices given by with as much specificity as is reasonably practicable a reasonable estimate of the amount thereof. In calculating the amount of any Seller Indemnified Party to Damages for which Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made is liable for payment under Section 6.02(a)(i) 9.3, such Seller Damages shall be reduced by the amount of any insurance proceeds which the Seller Party seeking indemnification actually receives as a direct result of the circumstances to which the Seller Damages related or from which the Seller Damages resulted or arose. If insurance proceeds are or may be available with respect to the circumstances as to which the Seller Damages relate or from which the Seller Damages resulted or arose, Seller and 6.02(a)(ii) the Seller Parties shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply make a reasonable good faith effort to wilful breaches of this Agreement or fraudcollect the insurance proceeds.

Indemnification by Purchaser. (a) From and after the Closing Date, Purchaser shall indemnify, defend indemnify and hold harmless Seller and its directors and officers (collectively referred to as the Seller Parent Indemnified Parties) Parties in respect of, and hold each of them harmless from and against against, any and all Claims Losses suffered, incurred or sustained by any of them or to which may be made any of them become subject, resulting from, arising out of or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: relating to (i) any breach of any representation or warranty of or covenant made by Purchaser contained in this Agreement or in any certificate delivered pursuant hereto; provided, however, that the foregoing indemnity shall not apply to the extent such Losses are caused by the gross negligence or other document furnished willful misconduct of Seller Parent, Seller, Seller Indemnitors or any of their Representatives, (ii) any of the Assumed Liabilities or any failure of Purchaser to timely fulfill or perform the Assumed Liabilities or any of them (excluding any Assumed Liabilities in respect of which, and to the extent that, Purchaser is entitled to be indemnified pursuant to this ARTICLE 12 (without giving effect to the Deductible)); and (iii) any Action or Proceeding commenced by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment Project Personnel, including an Action or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished Proceeding commenced by or on behalf of any Project Personnel which relate to termination or severance related liability, arising from or relating to any breach by Purchaser pursuant of its obligation to the Transaction Documents and the non-fulfilment or breach offer employment to such Project Personnel in compliance with Section 7.06(b). The amount of which remains uncured for any such indemnity payable by Purchaser to a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) Parent Indemnified Party shall be subject to reduced by the following limitations: (i) the obligations amount of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims all insurance proceeds actually received by such Seller Indemnified Parties set forth in written notices given by a Seller Parent Indemnified Party (net of all expenses of recovery) as of the time such indemnification payment is required to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser be paid in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply the Losses arising out of the occurrence of the event which gave rise to wilful breaches of this Agreement or fraudthe indemnification obligation hereunder.

Indemnification by Purchaser. (a) From and after the Closing Date, subject to the other provisions of this Article 9, Purchaser shall indemnifyagrees to indemnify the Sellers and the Optionholders and their Affiliates, defend and each of their respective managers, officers, directors, employees, agents, representatives, successors and assigns (collectively, the “Indemnified Seller Entities”) and to hold each of them harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against against, any and all Claims Losses suffered, paid or incurred by any such Indemnified Seller Entity (whether directly, pursuant to a Claim by a Third Party or otherwise) (i) arising out of or related to any breach of any of the representations and warranties made by Purchaser or Dynegy in Article 5, (ii) arising out of or related to any breach of any of the covenants or agreements of Purchaser or Dynegy contained in this Agreement or (iii) in respect of Transfer Taxes for which may Purchaser is responsible pursuant to Section 6.03(c). For purposes of Section 9.02(a)(i), whether any representation or warranty has been breached, and the determination and calculation of any Losses resulting from such breach, shall be made determined without giving effect to any qualification as to “materiality” (including the words “material” or brought against “material adverse effect”). (b) Notwithstanding anything to the contrary contained in this Section 9.02, the Indemnified Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising fromEntities shall be entitled to indemnification: (i) with respect to any breach of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser claim for indemnification pursuant to this Section 9.02(a)(i) (other than the Fundamental Representations made by Purchaser or Dynegy), only if the aggregate of (A) Losses to all Indemnified Seller Entities with respect to all such claims and (B) “Losses” to all “Indemnified Seller Entities” (each as defined in the Xxxxxxx Point Agreement; ) with respect to claims pursuant to Section 9.02(a)(i) of the Xxxxxxx Point Agreement exceeds the Deductible, whereupon (subject to the provisions of clauses (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (bbelow) Purchaser's obligations under Section 6.02(a) Purchaser shall be subject obligated to pay in full all such amounts but only to the following limitations: (i) extent such aggregate Losses and “Losses” as defined in the obligations Xxxxxxx Point Agreement are in excess of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) amount of the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.Deductible;

Indemnification by Purchaser. (a) From and after the Closing, Purchaser and the Company, jointly and severally, shall indemnify, defend and hold harmless indemnify Seller and its directors affiliates and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Partieseach of their respective former, current, or which they may suffer future officers, directors, employees, stockholders, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from any Loss suffered or incur, directly or indirectly, as a result of, in connection with or incurred by such Seller Indemnitee to the extent arising from, relating to or otherwise in respect of: (i) any breach as of the Closing Date of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser delivered pursuant to this Agreement;hereto; and (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser (or, after the Closing, the Company) contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed LiabilitiesAgreement. (b) Purchaser's obligations Purchaser and the Company shall not be required to indemnify any Seller Indemnitee, and shall not have any liability, under Section 6.02(a8.02(a)(i) shall be subject to of this Article VIII in respect of a breach of the following limitationsPurchaser’s representations and warranties in Article IV: (i) unless the obligations aggregate of all Losses for which Purchaser under Section 6.02(a)(iand the Company would, but for this clause (i), be liable thereunder exceeds the Deductible, and then only to the extent of any such excess; provided, however, that this clause (i) shall terminate thirty-six (36) months after the Closing Date except with respect not apply to bona fide Claims by Seller Indemnified Parties set forth in written notices given by any claim for indemnification arising out of a Seller Indemnified Party to breach or alleged breach of any Purchaser prior to such date; andrepresentation or warranty which is a Fundamental Representation; (ii) in excess of the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(iiCap provided that this clause (ii) shall not be applicable with regards to claims of, or causes of action arising from, Fraud or to any claim for indemnification arising out of a breach or alleged breach of any Purchaser representation or warranty which is a Fundamental Representation. (c) In no event shall Purchaser’s aggregate indemnification obligation for Losses pursuant to this Article VIII or amounts under Section 9.05(d) (including with respect to any breach of any Fundamental Representation), taken together, exceed Fifty Million Dollars the Final Purchase Price ($50,000,000other than claims of, or causes of action arising from, Fraud). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend and hold harmless indemnify Seller and its directors Affiliates, partners, principals, officers, directors, employees, independent contractors, agents and officers representatives, in their capacities as such, and the successors, heirs and personal representatives of any of them (collectively referred to as collectively, the "Seller Indemnified Parties") against and hold them harmless from any and against all Claims which may be made Damages incurred or brought against suffered by any Seller Indemnified Parties, Party arising out of or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: relating to (i) any breach of any representation representation, warranty, covenant or warranty other agreement of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; herein, (ii) any non-fulfilment the ownership of the Business or breach of any covenant Purchased Assets on or agreement on after the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents Closing and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under No claim for indemnification shall be made by Seller hereunder unless and until any or all Damages exceeds the Minimum Amount; provided, however, that at such time as the aggregate amount of the Damages exceeds the Minimum Amount, Seller may assert a claim for the full amount of such Damages. (c) The maximum aggregate amount of the liability of Purchaser pursuant to this Section 6.02(a9.3 shall be $750,000. (d) Purchaser shall indemnify Keith F. Moore, Blake A. Xxxxxx, Xxxxxxicx X.X. Xxxxxx, Buxxxx, Xxxxxxx & Co.LLC, Michael X. xx Havxxxx, anx Xxxxxx X. Everett (the "Nxxxx Xxxxxxxxxxx Parties"), and hold them harmless from, only the following: (i) any and all Damages arising out of or relating to any actions taken or omitted to be taken on or prior to the Closing Date in the capacity as an officer, director, employee, stockholder, agent or representative of Seller, and (ii) if the entire Secondary Escrow Amount has been disbursed by the Escrow Agent pursuant to the Secondary Escrow Agreement, any and all Damages incurred or suffered by a Named Indemnified Party arising out of or relating to the Snyder Litigation. Notwixxxxxxding the foregoing, the maximum aggregate amount of the liability of Purchaser pursuant to this Section 9.3(d) cannot exceed $200,000 minus all Mitigating Reimbursements. (e) The indemnification pursuant to Section 9.3(d) shall not be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date Minimum Amount. However, except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party the last claim, if any, for indemnification pursuant to Section 9.3(d), Purchaser prior is only obligated to such date; and (iimake disbursements pursuant to Section 9.3(d) when the maximum aggregate liability total of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars (unpaid claims from time to time exceeds $50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud1,000.

Indemnification by Purchaser. (a) Subject to the terms and conditions of this Article 9, Purchaser shall indemnify, defend indemnify and hold harmless the Seller and its directors Affiliates and officers the employee benefit plans, shareholders, directors, officers, partners, employees, successors, assigns, representatives and agents of each of them in their capacities as such (collectively referred to as the “Seller Indemnified PartiesPersons”) from and against any and all Claims Losses incurred or to be incurred by any of them, resulting from or arising out of or in connection with: (a) the failure by the Purchaser to complete the purchase of Shares as provided herein, upon satisfaction of the conditions set forth in Section 8.1, it being understood that the Losses which the Seller may recover upon such failure shall include any consequential damages resulting from such failure to complete such purchase and shall not exceed an amount equal to 50% of the Purchase Price (inclusive of any such any consequential damages), and, subject to Section 9.8, recovery pursuant to this Section 9.3(a) shall be made the Seller’s exclusive remedy for Losses resulting from or brought against Seller Indemnified Parties, arising out of or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from:such failure by the Purchaser; (ib) any breach of any representation of the representations or warranty warranties made by Purchaser in this Agreement (it being agreed and acknowledged by the parties that for purposes of the right to indemnification pursuant to this clause (b) the representations and warranties of Purchaser contained herein or therein shall not be deemed qualified by any references therein to materiality generally or to whether or not any such breach results or may result in this Agreement a Material Adverse Effect); or (c) the ownership of the Shares, the Company, DSTC or the conduct or operations of the Company or DSTC or the Business from and after the Closing, except in any certificate or other document furnished by or on behalf of each such case to the extent that the Purchaser is entitled to indemnification pursuant to Section 9.2 (disregarding for this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilitiespurpose only Section 9.6). (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) Subject to the provisions of this Article X, effective as of and after the Closing, Purchaser and the Transferred Entities shall indemnify, defend and hold harmless Seller the Sellers and its directors and officers their respective Affiliates (collectively referred to as collectively, the Seller “Parent Indemnified Parties) ”), from and against against, and shall reimburse the Parent Indemnified Parties for, any and all Claims which may be made Losses incurred or brought against Seller suffered by any of the Parent Indemnified Parties, to the extent arising out of or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: resulting from (i) any breach of any representation or warranty of Purchaser and the Purchaser Guarantor, at and as of the Closing Date as though made at and as of such time (unless made as of a specific date, in which case at and as of such date), contained in this Agreement Article IV or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; Section 11.17; (ii) any breach or non-fulfilment or breach performance of any covenant or agreement on the part of Purchaser and the Purchaser Guarantor contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachAgreement; and (iii) any Liabilities of the Assumed LiabilitiesBusiness and the Transferred Entities and any Action by any Person against any Parent Indemnified Party with respect to the ownership or operation of the Business and the Transferred Entities; and (iv) without duplication of any Liability described in the foregoing clause (iii), the failure to pay any Liability when due to the extent reflected in the determination of Working Capital, Transaction Expenses or Indebtedness on the Final Closing Statement. (b) Purchaser's obligations under Notwithstanding anything to the contrary herein, (i) except with respect to claims for indemnification pursuant to Section 6.02(a10.3(a)(i) for any inaccuracy in or breach of any Purchaser Fundamental Representation (which shall not be subject to the following limitations: (i) Deductible), the obligations of Purchaser Parent Indemnified Parties shall not be entitled to indemnification for any claim under Section 6.02(a)(i10.3(a)(i) shall terminate thirty-six unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to $20,250,000.00 (36) months after the Closing Date except with respect to bona fide Claims by Seller “Deductible”), in which case the Parent Indemnified Parties set forth shall be entitled to indemnification for all Losses from the first dollar in written notices given by a Seller Indemnified Party to Purchaser prior to such dateexcess of the Deductible; and (ii) the maximum aggregate liability cumulative indemnification obligations of Purchaser in respect of Claims made under (A) Section 6.02(a)(i) and 6.02(a)(ii10.3(a)(i) shall not exceed Fifty Million Dollars (in no event exceed, in aggregate, $50,000,000). The foregoing limitation 405,000,000.00; provided that this cap shall not apply to wilful breaches claims for indemnification pursuant to Section 10.3(a)(i) for any inaccuracy in or breach of this Agreement or fraudany Purchaser Fundamental Representation and (B) Section 10.3(a)(i) and Section 10.3(a)(ii) shall in no event exceed, in aggregate, the Overall Cap.

Indemnification by Purchaser. (a) Purchaser shall indemnifyagrees, defend subsequent to the Closing Date, to indemnify and hold harmless Seller Sellers, their affiliates, their subsidiaries and its directors all of their respective officers, directors, employees, agents, successors and officers assigns (collectively referred to as collectively, the Seller Indemnified Parties"SELLER INDEMNIFIED PARTIES") from and against and in respect of all Claims which may be Losses sustained, suffered or incurred by or made or brought against any of the Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result Parties arising out of, based upon or in connection with (a) conditions, circumstances or arising from: (i) occurrences which constitute or result in any breach of any representation or warranty of made by Purchaser contained in this Agreement or in any certificate certificate, agreement, document or other document furnished by instrument delivered under or on behalf of Purchaser pursuant to in connection with this Agreement; , or by reason of any claim, action or proceeding asserted or instituted arising out of or relating to any inaccuracy in such representations or warranties; (iib) any non-fulfilment or breach of any covenant or agreement on the part of made by Purchaser contained in this Agreement or in any certificate furnished certificate, agreement, document or other instrument delivered under or in connection with this Agreement, or by reason of any claim, action or proceeding asserted or instituted arising out of or relating to a breach of any such covenant or agreement; (c) any and all Taxes imposed on behalf of Purchaser or with respect to or otherwise attributable to the Company with respect to periods, or portions thereof, including but not limited to Taxes allocated to the Company pursuant to any tax allocation agreement between the Transaction Documents Company and any other person, beginning after the non-fulfilment Closing Date; and (d) any and all liabilities or breach obligations of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the any kind or nature of such non-fulfilment the Company, known or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject unknown, accrued, contingent or otherwise, to the following limitations: extent they relate to or to the extent they result from conditions or circumstances arising or events occurring after the Closing, but excluding in any event (i) any liabilities or obligations relating to the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and GAINSCO Fronting Arrangement, and (ii) the maximum aggregate liability portion of Purchaser in respect any Loss that is caused by the wrongful or negligent actions or inactions of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches any of this Agreement or fraudthe Seller Indemnified Parties.

Indemnification by Purchaser. (a) On and after the Closing Date, Purchaser shall indemnifydefend, defend indemnify and hold harmless Seller Sellers and its directors their Affiliates, officers, employees, agents, successors and officers assigns (Sellers and such other Persons, collectively referred to as the Seller "Sellers Indemnified PartiesPersons") and shall reimburse Sellers Indemnified Persons for, from and against all Claims which may be made Losses imposed on or brought against Seller incurred by Sellers Indemnified Parties, or which they may suffer or incurPersons, directly or indirectly, as a result ofrelating to, in connection with resulting from or arising from: out of (i) any breach of any representation or warranty of made by Purchaser contained in this Agreement in any respect, whether or in not Sellers Indemnified Persons relied thereon or had knowledge thereof, or (ii) any breach or nonfulfillment of any covenant, agreement or other obligation of Purchaser under this Agreement or any certificate or other document furnished by delivered or on behalf of Purchaser to be delivered pursuant to this Agreement; (ii) any non-fulfilment hereto, or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) relating to, resulting from or arising out of any Assumed Liability for any period ending after the Assumed Liabilities.Closing; or (iv) the operation of the Web Business or the use or ownership of the Assets from and after the Closing. Notwithstanding the foregoing, (ba) Purchaser's obligations under Section 6.02(a) the Purchaser shall be subject have no obligation to indemnify or hold harmless the Sellers except to the following limitations: (i) extent that the obligations aggregate amount of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after Losses incurred by the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such dateSellers exceeds $100,000; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing provided, however, that this limitation shall not apply to wilful breaches Purchaser's obligation and pay when due the Assumed Liabilities; and (b) the Purchasers shall have no obligation to make indemnification payments hereunder that exceed in the aggregate (i) the amount determined in subsection 7.1(b) above plus (ii) the amount of this Agreement the Assumed Liabilities. In determining the foregoing thresholds and in otherwise determining the amount of any Losses for which the Sellers are entitled to assert a claim for indemnification, the amount of any such Losses shall be determined after deducting therefrom the amount of any insurance proceeds or fraudother third party recoveries received by the Sellers in respect of such Losses. The amount of Losses shall also take into account tax costs and benefits to the Sellers as a result of the matters giving rise to the Losses.

Indemnification by Purchaser. Purchaser hereby agrees to indemnify and hold harmless Parent, Seller and each of their respective Representatives (collectively, with the permitted assigns of any of the foregoing, the “Seller Indemnified Parties”) for in respect of any Losses which may be suffered as a result or on account of: (a) Purchaser shall indemnify, defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach or inaccuracy of Purchaser’s Warranty or any representation or other warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities.or (b) any breach or failure by Purchaser to perform, or procure to be performed, any obligation, covenant, undertaking or other agreement made or given by Purchaser in this Agreement. (c) Purchaser's obligations under ’s total Liability to compensate the Seller Indemnified Parties in respect of any Losses arising pursuant to Section 6.02(a11.6 (other than with respect to the Purchaser Fundamental Warranties) shall under all circumstances be limited to twenty million Euro (EUR 20,000,000), excluding the Purchaser Debt Termination Fee, as applicable. (d) Unless prior notice is given in accordance with Section 11.2(g) and subject to extension in the following limitations: (i) event of any delay caused by Purchaser, Purchaser’s obligation to indemnify the obligations of Purchaser under Seller Indemnified Parties pursuant to Section 6.02(a)(i) 11.6 shall terminate thirty-six on the date which is eighteen (3618) months after from the Closing Date except with the exception of any claim based on the Purchaser Fundamental Warranties, which shall remain in effect indefinitely. No claim may be made in respect of any Losses arising pursuant to bona fide Claims Section 11.6 by the Seller Indemnified Parties and the Seller Indemnified Parties have no right to receive indemnification from Purchaser under this Agreement or otherwise after expiry of the time limitation set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (iithis Section 11.6(d) the maximum aggregate liability of Purchaser save as where expressly provided in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudAgreement.

Indemnification by Purchaser. Without duplication, subject to the other terms and conditions of this Article 8, from and after the Closing Date, Purchaser shall indemnify Vendor against, and shall hold Vendor harmless from and against, any, and all, Losses incurred or sustained by, or imposed upon, Vendor based upon, arising out of, with respect to or by reason of: (a) Purchaser shall indemnify, defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made any inaccuracy in or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach of any representation or warranty of made by Purchaser contained in this Agreement as of the date of this Agreement (without giving effect to, solely with respect to the calculation of any Losses attributable to any such inaccuracy or in breach, any certificate materiality, Purchaser Material Adverse Effect or other document furnished by similar qualifications limiting the scope of such representation or on behalf of Purchaser pursuant to this Agreementwarranty); (iib) any non-fulfilment inaccuracy in or breach of any covenant representation or agreement on the part of Purchaser contained warranty made by Purchaser: (A) in this Agreement as if such representation or warranty was made at and as of the Closing; or (B) in the Purchaser Closing Certificate (in each case, without giving effect to, solely with respect to the calculation of any certificate furnished Losses attributable to any such inaccuracy or breach, any materiality, Purchaser Material Adverse Effect or similar qualifications limiting the scope of such representation or warranty); (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by or on behalf Purchaser under this Agreement and in the other Transaction Documents; (d) subject to Section 2.8(a) and Section 2.8(c), (i) all Taxes of the Purchaser with respect to any Post-Closing Period, (ii) all Taxes of any Person other than the Purchaser for which the Purchaser is liable pursuant to the Transaction Documents and the Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-fulfilment U.S. law) as a result of the Purchaser and such Person being members of the same consolidated, combined, unitary or breach of which remains uncured for a period of thirty (30) days similar Tax group after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and Closing, (iii) any Taxes, with respect to any Post-Closing Period, of any Person other then the Assumed Liabilities. Purchaser for which the Purchaser is liable (bA) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations as a transferee or successor or otherwise by operation of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months law as a result of a merger or other transaction occurring after the Closing or (B) as a result of a Contract entered into by the Purchaser after Closing, or (iv) any Purchaser Closing Date except Taxes and (v) any Non-Income Taxes attributable to the Business with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such datethe Interim Tax Period; and or (iie) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudany Assumed Liability.

Indemnification by Purchaser. (a) Subject to the other provisions of this Section 6, following the Closing, Purchaser shall indemnifydefend, defend indemnify and hold harmless Seller and its directors Affiliates and officers their respective directors, officers, agents, representatives, permitted successors, permitted assignees and employees (collectively referred to as collectively, the “Seller Indemnified PartiesIndemnitees”) from and against any and all Claims which may be Damages incurred as a result of or arising out of any claim, suit, action, demand or other proceeding made or brought against one (1) or more Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising Indemnitees to the extent resulting from: (ia) any Assumed Liabilities; (b) any Lien (other than Permitted Liens) placed on any Purchased Assets after the Closing Date; (c) any claim by a current or former employee of Purchaser or Affiliate of Purchaser relating to Purchaser’s actions, inactions or omissions in connection with the Purchased Assets or Exploitation thereof on or after the Closing Date; (d) any Taxes for which Purchaser is responsible pursuant to Section 4.3; (e) any inaccuracy in or breach of any representation or warranty made by Purchaser in this Agreement; and/or (f) any breach or nonfulfillment by Purchaser of Purchaser any of its covenants, obligations or agreements contained in this Agreement Agreement. Provided that, Purchaser shall have no obligation to indemnify, defend or in hold harmless any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior the extent any Damages are indemnifiable by Seller pursuant to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud6.1.

Indemnification by Purchaser. (a) Subject to the terms and conditions of Section 11.4, Purchaser shall hereby agrees to indemnify, defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified PartiesParties and their respective successors and assigns (each a “Seller Indemnitee”) from or against, for and against in respect of, any and all Claims which may Losses suffered, sustained, incurred or required to be made or brought against paid by any Seller Indemnified PartiesIndemnitee arising out of, or which they may suffer or incur, directly or indirectly, as a result ofbased upon, in connection with or arising from: as a result of: (ia) any inaccuracy in or breach of any representation or warranty made by Purchaser (i) in any Transaction Document other than this Agreement, (ii) in this Agreement as of the date hereof, and (iii) with respect to any inaccuracy in or breach of any representation or warranty made by Purchaser in this Agreement as of the Closing Date, to the extent such breach or inaccuracy results from or relates to the breach or failure to perform of any of Purchaser’s covenants or agreements contained in this Agreement or during the Interim Period; -50- (b) any allegation contained in any certificate Third Party Claim that, if true, would be a breach or inaccuracy of any representation or warranty made by Purchaser under any Transaction Document; (c) the non-fulfillment, non-performance or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of required to be performed by Purchaser contained in pursuant to this Agreement or any other Transaction Document; (d) any Assumed Liabilities; (e) any arrangements or agreements made or alleged to have been made by Purchaser with any broker, finder or other agent in connection with the transactions contemplated by this Agreement that result in any certificate furnished Seller Party being liable on account thereof; and (f) any Transfer Taxes required to be borne by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment Section 3.4 or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party any Apportioned Obligations allocated to Purchaser prior pursuant to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000)7.13. The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud11.4.

Indemnification by Purchaser. (a) From and after the Closing Date and subject to the provisions of this Article IX (including the limitations set forth in Section 9.02(b), Section 9.02(c), Section 9.04 and Section 9.06), Purchaser shall agrees to, and agrees to cause the Company to, indemnify, defend and hold harmless Seller and its directors and officers (collectively referred to as the defend each Seller Indemnified Parties) Party from and against any and all Claims which may be made claims and/or Damages arising out of or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising fromrelating to: (i) any inaccuracy or breach of any representation or warranty of Purchaser contained in this Agreement Agreement, without regard to any dollar amount qualification or exception, or materiality qualifiers set forth in any certificate such representation or other document furnished by or on behalf of Purchaser pursuant to this Agreementwarranty; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; andAgreement; (iii) any liability or obligation of the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject Company arising on or after the Closing Date relating to the following limitations: or arising out of (i) the obligations financing by Purchaser or its Affiliates of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and transactions contemplated hereby or (ii) the maximum aggregate liability termination of Purchaser any Company Employee or pursuant to any of the Company's benefit arrangements which have been specifically disclosed on Schedule 4.18 of the Disclosure Memorandum, and solely to the extent such termination constitutes a breach of an obligation by the Company specifically disclosed in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches 4.18; except in each case for liabilities or obligations that constitute a breach of this Agreement; (iv) any Tax that accrues with respect to the operation of the Company beginning after any Pre-Closing Tax Period except for any Tax arising out of or related to any material breach or material inaccuracy of any representation or warranty set forth in Section 4.17 of this Agreement; or (v) any claim or assertion for broker's or seller's fees or expenses arising out of the transactions contemplated by this Agreement or fraud.by any Person claiming to have been engaged by Purchaser;

Indemnification by Purchaser. (a) Purchaser shall indemnifyagrees, defend subject to the other terms and conditions of this Agreement, to indemnify Parent, Affiliates of Parent and their respective officers, directors, agents or employees, and their respective successors and assigns (each a "SELLER INDEMNIFIED PARTY") against and hold harmless Seller and its directors and officers (collectively referred to as the each Seller Indemnified PartiesParty harmless from all Losses (without duplication) from and against all Claims which may be made or brought against to such Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or Party arising from: out of (i) any the breach of any representation or warranty of Purchaser herein, (ii) the breach of any covenant or agreement of Purchaser herein or (iii) the Company Liabilities (other than such Liabilities for which Parent is required to indemnify Purchaser pursuant to Section 9.3). Anything in Section 9.1 to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against Purchaser for breach of any representation or warranty contained herein, unless written notice of such claim or action is received by Purchaser describing in this Agreement reasonable detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 9.1, whether or not the subject matter of such claim or action shall have occurred before or after such date. (b) (i) The indemnification obligations of Purchaser pursuant to Section 9.2(a)(i) shall not be effective until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant to Section 9.2(a)(i) exceeds $15 million (the "PURCHASER'S THRESHOLD AMOUNT"), at which point such obligations shall be effective only as to the amount of such Losses in excess of the Purchaser's Threshold Amount, subject to the limitation in Section 9.2(b)(ii); and (ii) the indemnification obligations of Purchaser pursuant to Section 9.2(a)(i) shall be effective only until the dollar amount paid in respect of the Losses indemnified against under Section 9.2(a)(i) aggregates to an amount equal to $400 million; PROVIDED that the foregoing limitations shall not apply with respect to any breach of the representations and warranties set forth in Section 3.1, 3.2, 3.6 or 3.7. (c) Parent agrees to give, and cause each Seller Indemnified Party to give, Purchaser written notice of any claim, assertion, event or proceeding by or in respect of a third party as to which it may request indemnification hereunder or as to which Purchaser's Threshold Amount may be applied as soon as is practicable and in any certificate event within 30 days of the time that such Seller Indemnified Party learns of such claim, assertion, event or other document furnished proceeding; PROVIDED, HOWEVER, that the failure to so notify Purchaser shall not affect rights to indemnification hereunder except to the extent that Purchaser is actually prejudiced by such failure. Within 30 days after receipt of such notification, Purchaser may elect to direct, through counsel of its own choosing reasonably acceptable to the Seller Indemnified Party, the defense or settlement of any such claim or proceeding at its own expense; PROVIDED, that no settlement will be made without the consent of the Seller Indemnified Party (not to be unreasonably withheld or delayed). If Purchaser elects to assume the defense of any such claim or proceeding, the Seller Indemnified Party may participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by such Seller Indemnified Party. Parent shall provide, or cause such Seller Indemnified Party to provide, Purchaser with access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with Purchaser in the defense or settlement thereof, and Purchaser shall reimburse Parent or the Seller Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith. If Purchaser elects to direct the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless Purchaser consents (which consent is not to be unreasonably withheld) in writing to such payment or unless Purchaser, subject to the last sentence of this Section 9.2(c), withdraws from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of Purchaser is entered against the Seller Indemnified Party for such liability. If Purchaser shall not be entitled to direct the defense, or fails to defend, or if, after commencing or undertaking any such defense, Purchaser fails to prosecute or withdraws from such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at Purchaser's expense. If the 44 Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Agreement; (iiSection 9.2(c) any non-fulfilment and proposes to settle such claim or breach of any covenant proceeding prior to a final judgment thereon or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except forego appeal with respect to bona fide Claims by thereto, then Parent or Seller Indemnified Parties set forth in written notices given by a shall give, or cause such Seller Indemnified Party to give, Purchaser prior prompt written notice thereof and Purchaser shall have the right to participate in the settlement or assume or reassume the defense of such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement claim or fraudproceeding.

Indemnification by Purchaser. (a) Effective as of the Closing and subject to the time limits set forth in Section 8.1, Purchaser shall indemnify, defend agrees to indemnify and hold harmless Seller, its Affiliates and the officers, directors, employees and agents of Seller and its directors Affiliates other than, following the Closing, the Company and officers its Subsidiaries (collectively referred to as the each such Person, a “Seller Indemnified PartiesParty”) harmless from and against any and all Claims which may be made Losses imposed upon or brought against incurred by such Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with Party based upon or arising from: (ia) any breach of any representation or warranty as of Purchaser contained in this Agreement the date hereof or in any certificate or other document furnished as of the Closing Date as though made on and as of the Closing Date (or, if made as of a specified date, as of such date) made by or on behalf of Purchaser pursuant to this AgreementArticle 4, other than the Purchaser Specified Reps, or any inaccuracy in the certificate to be delivered at Closing pursuant to Section 6.3(c) with respect to such representations or warranties; (iib) any non-fulfilment breach as of the date hereof or as of the Closing Date as though made on and as of the Closing Date (or, if made as of a specified date, as of such date) of any of the Purchaser Specified Reps, or any inaccuracy in the certificate to be delivered at Closing pursuant to Section 6.3(c) with respect to such representations or warranties; (c) any breach of or failure by Purchaser to perform any covenant of its covenants or agreement agreements contained herein which are to be performed by Purchaser on or before the part Closing Date or any inaccuracy in the certificate to be delivered at Closing pursuant to Section 6.3(c) with respect to such covenants and agreements; (d) any breach of or failure by Purchaser or the Company to perform any of the covenants or agreements contained herein which are to be performed by Purchaser or the Company after the Closing Date; (e) any breach of or failure by the Company to perform any of the covenants or agreements contained in the Intellectual Property Contribution Agreement which are to be performed by the Company after the Closing Date, including any failure to discharge the Assumed Liabilities (as defined in such agreement) in accordance with the terms thereunder; (f) any breach of or failure by the Company Subsidiary to perform any of the covenants or agreements contained in the Asset Contribution Agreement or the Contracts Contribution Agreement which are to be performed by the Company Subsidiary after the Closing Date, including any failure to discharge the Assumed Liabilities (as defined in each such agreement, as the case may be) in accordance with the terms thereunder; (g) the indemnification and reimbursement obligations of Purchaser contained in this Agreement or in contemplated by Section 5.2 and Section 5.11, if any; (h) any certificate furnished by or on behalf Assumed Liability under any of the Contribution Agreements; (i) any Taxes for which Purchaser is liable pursuant to the Transaction Documents and the non-fulfilment Section 5.7 or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachSection 5.8(a); and (iiij) except as expressly provided in Section 8.2, any Loss or Liability in connection with the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to ownership and operation of the following limitations: (i) Business, the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months Company or the Company Subsidiary after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudClosing.

Indemnification by Purchaser. (a) Except as otherwise expressly provided in this Article VI, Purchaser shall indemnifydefend, defend indemnify and hold harmless Seller, SFSI, Trust, Xxxxxx, each of their affiliates and all of their respective subsidiaries, shareholders, affiliates, officers, directors, employees, agents, successors and assigns (Seller and its directors such persons and officers (collectively referred to as the Seller entities, collectively, "Seller's Indemnified Parties) Persons"), and shall reimburse Seller's Indemnified Persons, for, from and against all Claims which may be made Losses imposed on or brought against Seller incurred by Seller's Indemnified Parties, or which they may suffer or incurPersons, directly or indirectly, as a result ofrelating to, in connection with resulting from or arising from: out of (i) any a breach of of, or a misrepresentation contained in, any representation or warranty made by Purchaser in this Agreement, (ii) a breach of, or a misrepresentation contained in, any express representation or warranty, if any, made by Purchaser in any Transaction Document (other than this Agreement), (iii) any breach or nonfulfillment of any covenant, agreement or other obligation of Purchaser contained in under this Agreement Agreement, any Transaction Document or in any certificate or other document furnished by delivered or on behalf to be delivered pursuant hereto or thereto, (iv) obligations maturing or accruing after the Closing Date under the Assumed Liabilities, or (v) the ownership, use, possession or operation of Purchaser pursuant the Assets from and after the Closing Date. Notwithstanding the foregoing, neither Seller, SFSI, Trust nor Xxxxxx shall be entitled to assert any claim for indemnification under this Agreement; Section 6.3 unless and until such time as all claims of such parties for indemnification hereunder exceed $25,000 (ii"Seller's Basket") in the aggregate, at which time any and all claims of Seller, SFSI, Trust and/or Xxxxxx for indemnification in excess of Seller's Basket may be asserted; provided, however, that Seller's Basket shall not be applicable to any Losses attributable to (a) any non-fulfilment breach of Purchaser's representations or warranties of which Purchaser had Knowledge of the breach at any time on or prior to the date on which such representation or warranty was made, (b) any breach by Purchaser of any covenant or agreement on the part of Purchaser contained obligation set forth in this Agreement or in any certificate furnished by Transaction Document if such breach is attributable to Purchaser's fraud, bad faith or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment willful misconduct, or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (bc) Purchaser's obligations failure to perform any obligation under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months Assumed Liabilities if such obligation arises on or after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudDate.

Indemnification by Purchaser. Subject to the other terms and conditions of this Article VII, Purchaser shall indemnify and defend each of Vendor and its Affiliates and their respective Representatives (collectively, the "Vendor Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, Vendor Indemnitees based upon, arising out of, with respect to or by reason of: (a) Purchaser shall indemnify, defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made any inaccuracy in or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach of any representation of the representations or warranty warranties of Purchaser contained in this Agreement or in any certificate or other document furnished instrument delivered by or on behalf of Purchaser pursuant to this Agreement;, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (iib) any breach or non-fulfilment of any covenant, agreement or obligation to be performed by Purchaser pursuant to this Agreement. Notwithstanding the foregoing, Purchaser shall not be required to indemnify and defend any of the Vendor Indemnitees in respect of any Losses arising out of any inaccuracy in or breach of any covenant of the representations or agreement on the part warranties of Purchaser contained in this Agreement or in any certificate furnished or instrument delivered by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment this Agreement, that are based on or breach arise out of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment any action, fact or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject circumstance relating to the following limitations: (i) Corporation, its properties or assets or the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser Diablillos Project that arose or existed on or prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudApril 20, 2016.

Indemnification by Purchaser. (a) 8.1 The Purchaser shall, and shall indemnifyprocure that as of Closing each Group Company will, defend indemnify and hold harmless Seller and its directors and officers (collectively referred to freistellen und schadlos halten) Sellers as well as any of their Affiliates (other than Group Companies), or any of the Seller Indemnified Partiesdirectors, officers, employees, advisors or other representatives of the foregoing parties (“Sellers’ Beneficiaries”) from any Losses asserted against, incurred or suffered by Sellers and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, Sellers’ Beneficiaries as a result of, in connection with or arising from: (i) any of a breach of any representation representation, warranty, covenant or warranty of agreement by Purchaser contained in this Agreement or in Agreement. 8.2 The Purchaser shall, and shall procure that as of Closing each Group Company (as long as they are controlled by the Purchaser) will, further indemnify and hold harmless Sellers and Sellers’ Beneficiaries, from any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; liability (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant save to the Transaction Documents and the nonextent such indemnification would defeat Sellers’ liability as agreed herein) vis-fulfilment à-vis any Group Company relating to Sellers’ direct or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment indirect shareholding or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject interest in, or any action taken as shareholder, Affiliate, director or officer of, any Group Company prior to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect unless such action was taken intentionally (vorsätzlich). 8.3 The Purchaser shall, and shall procure that as of Closing each Group Company will, further indemnify and hold harmless Sellers and Sellers’ Beneficiaries, without any right of set-off or withholding or other limitation and subject only to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate limitation period which can be agreed upon or is permitted under applicable law from any liability, obligation, commitment, cost and expenses and all other damages and losses related to any Environmental Contamination, except and to the extent that Sellers have assumed such liability of Purchaser in respect of Claims made under Section 6.02(a)(i) Clauses 5.9 and 6.02(a)(ii) shall not exceed Fifty Million Dollars 6unless such action was taken intentionally ($50,000,000vorsätzlich). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) Subject to the other terms and conditions of this Agreement (including Section 8.3(b)), Purchaser shall indemnify, defend and hold the Sellers harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against any and all Claims which may be made or brought against Seller Indemnified PartiesLosses based upon, or which they may suffer or incur, directly or indirectly, as a result arising out of, in connection with resulting from or arising fromrelating to: (i) any breach of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Ancillary Agreement;; or (ii) any non-fulfilment or breach of any agreement, covenant or agreement on the part obligation of Purchaser contained set forth in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed LiabilitiesAncillary Agreement. (b) Purchaser's obligations under Section 6.02(a) shall be subject Notwithstanding anything contained in this Agreement to the contrary, the following limitationslimits of liability shall apply with respect to claims for indemnification under this Section 8.3: (i) Purchaser shall not be liable under Section 8.3(a)(i) unless and until the obligations aggregate amount of Losses meets or exceeds the Basket, in which event Purchaser shall be liable for the full amount of each Loss without regard to the Basket; and (ii) The aggregate amount of liability of Purchaser under Section 6.02(a)(i8.3(a)(i) shall terminate thirty-six not exceed the Limitation. (36iii) months after No claim may be asserted nor may any action be commenced against Purchaser pursuant to Section 8.3 unless written notice of such claim or action is received by Purchaser from the Closing Date except Seller Representative describing in detail the facts and circumstances with respect to bona fide Claims by Seller Indemnified Parties the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in written notices given by a Seller Indemnified Party to Purchaser prior to Section 8.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; and (iiiv) For purposes of computing the maximum aggregate liability amount of claims against Purchaser the amount of each claim by a Seller (or the Sellers) shall be deemed to be an amount equal to, and any payments by Purchaser pursuant to Section 8.3 shall be limited to, the amount of Losses that remain after deducting therefrom, any insurance proceeds and any indemnity, contributions or other similar payment payable by any Third Party with respect thereto that are actually received by the Seller Representative (on behalf of such Seller(s)). (v) For the purposes of establishing a breach as set forth in Section 8.3(a) or the satisfaction of the limitations set forth in Section 8.3(b)(i) or Section 8.3(b)(ii), the representations, warranties, covenants and agreements of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement and in the Ancillary Agreements shall be read without giving effect to any qualifications for materiality or fraudKnowledge.

Indemnification by Purchaser. (a) From and after the Closing Date, subject to the other provisions of this Article X, the Purchaser shall indemnifyagrees to indemnify the Sellers (collectively, defend the “Indemnified Seller Persons”) and to hold each of them harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against any and all Claims which may be made Damages suffered, paid or brought against incurred by such Indemnified Seller Indemnified Parties, Person resulting from or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: caused by (i) any breach of any representation or warranty of the representations and warranties made by the Purchaser contained to the Sellers in Article VI of this Agreement or of any breach of any representation by Purchaser in respect thereof contained in any certificate or other document furnished by or on behalf of Purchaser delivered pursuant to this Agreement; Agreement or (ii) any non-fulfilment or breach by the Purchaser of any covenant or agreement on of the part of Purchaser contained in this Agreement or Agreement. (b) Notwithstanding anything to the contrary in any certificate furnished by or on behalf of Purchaser this Section 10.2, the Indemnified Seller Persons shall be entitled to indemnification pursuant to the Transaction Documents and the non-fulfilment Section 10.2(a) with respect to any claim for indemnification pursuant to Section 10.2(a)(i): (i) other than in respect of claims for indemnification arising out of, resulting from or caused by a breach of which remains uncured the Purchaser Fundamental Representations, only if, and then only to the extent that the aggregate Damages to all Indemnified Seller Persons (without duplication), with respect to all such claims, exceed the Deductible, whereupon (subject to the provisions of clause (ii) below), the Purchaser shall be obligated to pay in full all such amounts but only to the extent such aggregate Damages are in excess of the amount of the Deductible; and (ii) only with respect to claims for indemnification made on or before the date that is eighteen (18) months after the Closing Date; provided, that with respect to claims for indemnification arising out of, resulting from or caused by a period breach of thirty (30the Purchaser Fundamental Representations, the Indemnified Seller Persons shall be entitled to indemnification pursuant to Section 10.2(a)(i) days after receipt of written notice from Seller setting forth with respect to any such claim indefinitely or until the latest date provided for their survival in reasonable detail the nature of such non-fulfilment or breachSection 12.1; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject only to the following limitations: (i) amount of the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to Cap, provided that such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation Cap shall not apply to wilful breaches the Purchaser Fundamental Representations; provided, further that damages for the breach of this Agreement any Purchaser Fundamental Representations shall be limited to actual damages only and in no event shall include consequential or fraudpunitive damages.

Indemnification by Purchaser. (a) From and after the Closing, subject to the provisions of this Article IX and except as set forth in Article VI which shall govern with respect to the matters expressly set forth therein, Purchaser shall indemnifydefend, defend indemnify and hold harmless Seller Sellers and its directors and officers (collectively referred to as the Seller Indemnified Parties) their Affiliates from and against any and all Claims which may be made Losses to the extent arising or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: resulting from (i) any Assumed Liability or any Liability of a Conveyed Company, (ii) any breach by Purchaser of any of its covenants or agreements contained in this Agreement, (iii) the failure of any representation or warranty of made by Purchaser contained in this Agreement to be true and correct on the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to a date prior to the Closing Date (in which case such representations and warranties shall be true and correct on and as of such earlier date), in each such case disregarding all qualifications and exceptions contained therein relating to materiality, Material Adverse Effect or words of similar import, (iv) the assignment and transfer to Purchaser of any material Non-Assignable Contract to the extent that any requisite consent or approval with respect thereto shall not have been given prior to the Closing, (v) events occurring on or after the Closing Date in connection with the Business, the Purchased Assets or the Equity Interests including the use, ownership, possession, operation or occupancy of any certificate Leased Real Property or other document furnished by Real Property, the Intellectual Property of the Business, the Purchased Assets or on behalf of Purchaser pursuant to this Agreement; the Equity Interests from and after the Closing Date, or (iivi) any non-fulfilment Parent Guarantee or breach of any covenant or agreement on LOC that remains outstanding after the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed LiabilitiesClosing. (b) Purchaser's obligations under Section 6.02(a) Sellers shall be subject take and shall cause their respective Affiliates to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect take all commercially reasonable steps to bona fide Claims by Seller Indemnified Parties set forth in written notices given by mitigate any Loss for which a Seller Indemnified Party is reasonably likely to Purchaser prior seek indemnification pursuant to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,0009.2(a). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) Purchaser agrees to indemnify in full Royal Numico, Seller, and Royal Numico's other Affiliates (and their respective officers, directors, employees, consultants, fiduciaries, agents and stockholders) (collectively, the "Seller Indemnified Parties") and shall indemnify, defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and Parties harmless against all Claims any Losses which may be made or brought against any of the Seller Indemnified PartiesParties suffer, sustain or which they may suffer or incur, directly or indirectly, become subject to as a result of, whether or not involving a Third Party Claim, arising directly or indirectly from or in connection with or arising from: with: (i) any misrepresentation in any of the representations or warranties or any breach of any representation of the representations or warranty warranties of Purchaser contained in this Agreement or the other documents entered into by Purchaser in any certificate or other document furnished by or on behalf of Purchaser pursuant to connection with this Agreement; , (ii) any non-fulfilment breach of, or breach of failure to perform, any agreement or covenant or agreement on the part of Purchaser contained in this Agreement or the other documents entered into by Purchaser in connection with this Agreement, (iii) any certificate furnished claim for any Liabilities arising out of the Business as it is conducted on or after the Closing Date, (iv) the Retained Litigation and (v) any guaranty, indemnity or other agreement listed in Section 8.07 of the Disclosure Schedule pursuant to which Seller, Royal Numico, Nutraco or any of their Affiliates (except for the payments referred to in Section 14.04) has guaranteed any obligation or has agreed to indemnify or otherwise compensate any third party (including without limitation, any Governmental Authority with respect to any workers' compensation law) on behalf of the Company or any Subsidiary or any of their franchisees, or is liable for any Store Lease (other than pursuant to Section 14.04) or early termination or inventory purchase obligation under any Contract for the benefit of the Company or any Subsidiary, or any of their franchisees, in the event such guaranty, indemnity or other agreement is not released pursuant to Section 8.07 as of Closing (collectively, "Seller Losses"). (b) All representations and warranties of Purchaser in this Agreement shall survive the Closing and any investigation at any time made by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by any Seller Indemnified Parties set forth in Party, but shall expire, and Purchaser shall have no liability for any Seller Losses for breach thereof unless a written notices claim for indemnification is given by a Seller Indemnified Party to Purchaser with respect thereto prior to such date; and the second (ii2nd) anniversary of the maximum aggregate liability Closing Date, except the representations and warranties in Section 3.02 (Authority), 3.06 (Broker's Fees), 3.07 (Investment Representation) and 3.10 (Solvency) shall survive indefinitely. Each covenant or agreement of Purchaser in respect contained herein shall survive the Closing until thirty (30) days following the last date on which such covenant or agreement is to be performed or, if no such date is specified, until the expiration of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches all applicable statutes of this Agreement or fraudlimitation.

Indemnification by Purchaser. (a) Subject to Section 8.1 and the other provisions of this ARTICLE VIII, from and after the Closing Date, Purchaser shall indemnifywill defend, defend indemnify and hold harmless Seller Group and its their respective officers, directors and officers employees (collectively referred to as collectively, the “Seller Indemnified Parties) Indemnitees”), from and against and in respect of any and all Claims which may be made Losses incurred by any Seller Indemnitee resulting from, arising out of or brought against Seller Indemnified Parties, relating to (regardless of whether or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from:not such Indemnifiable Losses relate to any Third-Party Claim): (i) any breach or inaccuracy of any representation or warranty of Purchaser contained in ARTICLE III of this Agreement (it being understood and agreed that for purposes of determining whether a breach or inaccuracy of such representation or warranty has occurred and the amount of Losses to which any indemnification applies, each representation and warranty shall be read without regard and without giving effect to any “materiality,” “Material Adverse Effect” or similar qualifiers or words of similar import contained in any certificate such representation or other document furnished by or on behalf of Purchaser pursuant to this Agreementwarranty); (ii) any non-fulfilment or breach by Purchaser of any covenant or agreement on the part of Purchaser contained in this Agreement or in Agreement; (iii) any certificate furnished by or on behalf of Assumed Liabilities (except to the extent Seller Parent is required to indemnify the Purchaser Indemnities pursuant to the Transaction Documents and the non-fulfilment Section 8.2(a) for such matter or such Losses result from, arise out of or are related to a breach or inaccuracy of which remains uncured for a period any representation or warranty of thirty (30) days after receipt of written notice from Seller setting forth Parent contained in reasonable detail the nature of such non-fulfilment ARTICLE II hereunder, without regard to Section 8.1 or breachSection 8.2(c)); and (iiiiv) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject except to the following limitations: (i) the obligations of Purchaser under extent described in Section 6.02(a)(i) shall terminate thirty-six (36) months 8.2(a), Taxes imposed on an Acquired Company for any taxable period beginning after the Closing Date except or, with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party any Straddle Period, Taxes imposed on an Acquired Company that are allocable, pursuant to Purchaser prior Section 5.4(a), to the portion of such date; and (ii) period beginning after the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudClosing Date.

Indemnification by Purchaser. (a) Subject to the provisions of this Article X, effective as of and after the Closing, Purchaser shall, and shall cause the Company to, indemnify, defend and hold harmless Seller Parent and its directors and officers Affiliates (collectively referred to as collectively, the Seller “Parent Indemnified Parties”) from and against against, and shall reimburse the Parent Indemnified Parties for, any and all Claims which may be made Losses incurred or brought against Seller suffered by any of the Parent Indemnified Parties, to the extent arising out of or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: resulting from (i) any breach of any representation or warranty of Purchaser and/or the Purchaser Guarantor, at and as of the Closing Date as though made at and as of such time (unless made as of a specific date, in which case at and as of such date), contained in Article IV or Section 11.16, (ii) any breach or non-performance of any covenant or agreement of Purchaser and/or the Purchaser Guarantor contained in this Agreement and (iii) any Third Party Claims against any Parent Indemnified Party with respect to the ownership or operation of the Business and the Company (other than in any certificate or other document furnished by or on behalf of Purchaser connection with the Retained Interest after the Closing). (b) Notwithstanding anything to the contrary herein, (i) except with respect to claims for indemnification pursuant to this AgreementSection 10.3(a)(i) for any inaccuracy in or breach of any Purchaser Fundamental Representation (which shall not be subject to the Deductible), the Parent Indemnified Parties shall not be entitled to indemnification for any claim under Section 10.3(a)(i) unless and until the aggregate amount of indemnifiable Losses thereunder exceeds an amount equal to KRW 17,202,150,000 (the “Deductible”), in which case the Parent Indemnified Parties shall be entitled to indemnification for all Losses from the first dollar; (ii) any non-fulfilment or breach of any covenant or agreement on the part cumulative indemnification obligations of Purchaser contained under Section 10.3(a)(i) and Section 10.3(a)(ii) shall in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to no event exceed the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachOverall Cap; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject any amounts payable pursuant to the following limitations: (i) the indemnification obligations of Purchaser under Section 6.02(a)(i10.3(a)(i) and Section 10.3(a)(ii) shall terminate thirty-six be paid by Purchaser (36and not the Company) months after the Closing Date except with respect to bona fide Claims Parent by Seller Indemnified Parties set forth wire transfer of immediately available funds to an account or accounts designated in written notices given writing by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudParent.

Indemnification by Purchaser. (a) Subject to the limitations set forth herein, Purchaser shall indemnifyhereby agrees to defend, defend indemnify and hold harmless Seller and its directors affiliates, partners, members, officers, directors, employees, agents, successors and officers assigns (collectively referred to as the “Seller Indemnified PartiesIndemnitees") from and against all Claims which may be made any Losses occasioned or brought against Seller Indemnified Partiescaused by, resulting from, related to, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: out of (i) any material failure by Purchaser to perform its covenants or obligations as set forth in this Agreement or in any other certificate or instrument delivered by Purchaser pursuant to this Agreement; (ii) any inaccuracy in or breach of any representation of the representations or warranty warranties of Purchaser contained in this Agreement or any document or instrument delivered pursuant to this Agreement; (iii) any claim by any Person with whom Purchaser has, directly or indirectly, dealt for any finder’s or broker’s fee or commission or similar payment in connection with the transactions contemplated by this Agreement; (iv) Seller’s obligations under the Lease Guaranty (arising from events occurring after the Closing) that arise on or prior to April 30, 2009, as such date may be extended by Seller pursuant to Section 6.10(d); and (v) any certificate and all actions, suits, litigations, arbitrations, proceedings, investigations, claims or other document furnished liabilities brought by a Seller Indemnitee to enforce the provisions of this Section 9.3(a). (b) Purchaser shall not be liable for any Loss or Losses (i) unless the claim for such Loss or Losses is brought within the Applicable Survival Period, and (ii) unless and until the aggregate amount of all Losses incurred by Seller pursuant to Section 9.3(a) exceeds two hundred fifty thousand dollars ($250,000), and then only to the extent that the amount of such Losses exceeds such amount. (c) Purchaser’s aggregate liability to all Seller Indemnitees under this Article IX shall in no event exceed ten million dollars ($10,000,000). (d) In addition to the limitations set forth in Sections 9.3(b) and (c), Purchaser shall not be obligated to indemnify any Seller Indemnitee with respect to (i) any covenant or condition waived by Purchaser on behalf or prior to any Closing, or (ii) any indirect, special, incidental, consequential or punitive damages claimed by a Seller Indemnitee resulting from Purchaser’s breach of any representation or warranty, covenant or agreement (except to the extent that Seller’s loss results from Seller becoming liable to a third party for any special, incidental, consequential or punitive damages). (e) In addition to the indemnification obligations of Purchaser set forth in Section 9.3(a), Purchaser shall indemnify Seller Indemnitees against any Losses caused by, resulting from, related to, or arising out of claims by current or former employees, directors, officers or stockholders of any Majority-Owned Company with respect to the adequacy or sufficiency of any Retention Bonus payment received or to be received by such persons in connection with or following the consummation of the transactions contemplated hereby. The indemnification obligations of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a9.3(e) shall not be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties limitations set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i9.3(d) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000Section 9.3(c). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. Subject to the limitations set forth in this Article 9 and in Section 10.14, Purchaser hereby covenants and agrees that, to the fullest extent permitted by Applicable Law, it will defend, indemnify and hold harmless each of the Seller Parties, its Affiliates (which, before the Closing, will include the Company, the Subsidiary and their respective successors) and its and their respective officers, directors, employees and agents (collectively, the "Seller Indemnitees") for, from and against, and to pay or reimburse the Seller Indemnitees for, any and all Losses, whether or not involving a Third Party Claim against any Seller Indemnitee, resulting from or arising out of: (a) any breach or inaccuracy of any representation or warranty made by Purchaser shall indemnify, defend in this Agreement or any other agreement and hold harmless Seller instrument to be executed and delivered by it pursuant hereto; (b) any breach by Purchaser of any of its directors covenants or obligations hereunder or under any other agreement and officers instrument to be executed and delivered by it pursuant hereto; (collectively referred to as c) the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incurconduct by Purchaser, directly or indirectly, as a result of, in connection with (including through the Company or arising from:the Subsidiary) of the businesses of the Company and the Subsidiary following the Closing; and/or (id) any breach of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser Reserve Excess pursuant to Section 9.7. In no event shall the Seller Parties seek to enforce the foregoing indemnities (or any other provision of this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished with respect to Losses suffered by or on behalf of Purchaser their Affiliates pursuant to the Transaction Documents 57 performance by the Company and the non-fulfilment or breach Subsidiary of which remains uncured for a period of thirty (30) days after receipt of written notice from contracts between the Company and/or the Subsidiary and the Seller setting forth in reasonable detail Parties' Affiliates, including APS. All such Losses shall be addressed under the nature terms of such non-fulfilment contracts or breach; and (iii) the Assumed LiabilitiesApplicable Law. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. From and after the Closing, each of Purchaser and the Company agrees to indemnify Seller, its Affiliates, their successors and assigns and any of their respective agents, employees, representatives, officers, managers, members and directors (athe “Seller Indemnified Persons”) Purchaser shall indemnifyagainst, and defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from Persons harmless from, any and against all Claims which may be made or brought against Losses suffered by any Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or Person to the extent arising fromout of any of the following: (ia) any breach of or any inaccuracy in any representation or warranty of made by Purchaser contained in this Agreement or any applicable Transaction Document; provided, however, that Purchaser shall have no liability under this Section 10.3(a) for any breach of or any inaccuracy in any certificate representation or other document furnished by warranty unless a written notice of the Seller Indemnified Person’s claim (or on behalf of discovery of any facts or circumstances that the Seller Indemnified Person, after consulting with legal counsel, reasonably determines may result in a claim) is delivered to Purchaser pursuant no later than the applicable survival date specified in Section 10.1(a) (and in any event, within a reasonable time after such Seller Indemnified Person’s first becoming aware of such potential breach or inaccuracy, provided, that any delay in delivering such written notice shall not relieve Purchaser of its indemnification obligation except to this Agreementthe extent Purchaser is prejudiced in the defense of such claim as a result of such delay), in which case such representation or warranty shall survive solely as to such claim until such claim has been finally resolved, without the requirement of commencing any Action in order to extend such survival period or preserve such claim; (iib) any non-fulfilment or breach of or failure by Purchaser to perform any covenant or agreement on the part obligation of Purchaser contained set out in this Agreement or in any certificate furnished Transaction Document delivered by Purchaser at the Closing; provided, however, that Purchaser’s liability under this Section 10.3(b) for any breach or failure occurring on behalf of Purchaser pursuant or prior to the Transaction Documents and Closing Date shall be reduced to the non-fulfilment extent Purchaser is prejudiced in the defense of such claim as a result of the Seller Indemnified Persons’ failure to give, or breach of which remains uncured for delay in giving the following written notice: (i) a period of thirty (30) days after receipt of written notice from of the Seller setting forth Indemnified Person’s claim (or of discovery of any facts or circumstances that the Seller Indemnified Person, after consulting with legal counsel, reasonably determines may result in a claim) is delivered to Purchaser within a reasonable detail the nature time after such Seller Indemnified Person’s first becoming aware of such nonbreach or failure and (ii) such written notice is given to the Purchaser no later than six (6) months after the expiration, if any, of the period during which such covenant or obligation was to be performed (after which 6-fulfilment or breachmonth period any such claim shall be waived and extinguished); and (iiic) the Assumed Liabilities. (b) conduct of the Business by Purchaser's obligations under Section 6.02(a) shall be subject to , the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months Company and Sterno after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudClosing.

Indemnification by Purchaser. (a) Except as otherwise limited by this ---------------------------- Article VI, Purchaser shall indemnify, defend indemnify and hold harmless Seller Seller, each of the Managing Members and its directors Seller's officers, managers, members, employees, agents, successors and officers assigns (collectively referred to as the in each case, a "Seller Indemnified PartiesParty") from any and against all Claims which may be made liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) suffered or brought against incurred by any of them (hereinafter a "Seller Indemnified Parties, Loss") arising out of or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising resulting from: (ia) any the breach of any representation or warranty of by Purchaser or Parent contained in this Agreement herein or in any exhibit, schedule or certificate or other document furnished by or on behalf of Purchaser pursuant to delivered under this Agreement; (iib) any non-fulfilment or the breach of any covenant or agreement on by Purchaser or Parent contained herein or in any Purchaser's Document; or (c) the part failure of Purchaser to timely pay, perform or otherwise discharge the Assumed Liabilities. Nothing contained in this Agreement or in otherwise shall obligate Purchaser to indemnify and hold harmless any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except Indemnified Party with respect to bona fide any Seller Loss incurred or suffered prior to the Closing arising out of or resulting from any Labor Loss, other than Seller Losses consisting of back pay or other awards or settlement payments to employees, fines, penalties or other similar payments arising out of or resulting from the Labor Claims or the Labor Matters, incurred by Seller Indemnified Parties set forth in written notices given by a such Seller Indemnified Party to Purchaser prior to the Closing, and imposed or assessed against such date; and (ii) Seller Indemnified Party subsequent to the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudClosing.

Indemnification by Purchaser. Subject to the provisions of this Article X and except with respect to indemnification for Taxes (a) which shall be governed exclusively by Article VII), effective as of and after the Closing, Purchaser and the Transferred Entities shall indemnify, defend indemnify and hold harmless Seller and its directors Affiliates (collectively, the “Seller Indemnified Parties”), from and officers (collectively referred to as against any and all Losses actually incurred or suffered by any of the Seller Indemnified Parties) , to the extent arising out of or resulting from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (ia) any breach of any representation or warranty of Purchaser Purchaser, at and as of the Closing as though made at and as of such time (unless made as of a specific date, in which case at and as of such date), contained in this Agreement Article IV, provided that any breach of any such representation or warranty and any Losses resulting therefrom shall be determined without giving effect to any limitations or qualifications contained in any certificate such representation or other document furnished by warranty regarding materiality or on behalf of Purchaser pursuant to this Agreement; Material Adverse Effect; (iib) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement Agreement; (c) any Liability arising out of or in any certificate furnished by or on behalf of Purchaser pursuant relating to the Transaction Documents Business (including the ownership and operation thereof), the non-fulfilment ownership, occupation or breach use by the Transferred Entities of which remains uncured for a period the Business Owned Real Property or the Business Leased Real Property, whether any such Liability arises before or after Closing, is known or unknown, contingent or accrued; and (d) without duplication of thirty any Liability described in the foregoing clause (30) days after receipt c), the failure to pay any amounts when due of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject any Liability to the following limitations: (i) extent reflected in, reserved for or taken into account in the obligations determination of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after Working Capital or Indebtedness on the Final Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) Working Capital and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudNet Indebtedness Statements.

Indemnification by Purchaser. (a) Subject to the last sentence of this Section 11.2, Purchaser shall agrees to release, indemnify, defend and hold harmless Seller and Affiliates (as defined below) and its directors and officers their directors, officers, employees, successors and assigns (collectively referred to as the collectively, "Seller Indemnified Parties") from and against any and all Claims which may be made or brought against Damages sustained by such Seller Indemnified Parties, arising out of or which they may suffer or incur, directly or indirectlyattributable to a "Seller Indemnified Loss", as a result of, in connection with hereafter defined. "Seller Indemnified Loss" shall mean any or arising from: (i) any breach both of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations ownership, use or operation of Purchaser under Section 6.02(a)(ithe Gulf Assets, (ii) shall terminate thirty-six (36) months the conduct of the Company's business from and after the Closing Date, and (iii) all income, franchise and other taxes of the Company, including penalties and interest thereon, for which Purchaser is liable under Article 10, or arising from the Purchaser's breach of Section 10.5, provided that the Seller Indemnified Loss arising from Purchaser's breach of its covenant in Section 10.5 shall be discounted to its present value as of the Closing Date using a discount rate of 10%. The indemnification set forth in this section shall be the sole remedy of the Seller Indemnified Parties with respect to each Seller Indemnified Loss. Notwithstanding the foregoing but except with respect to bona fide Claims by Purchaser's indemnification obligation under Section 6.3, Purchaser shall not be obligated to indemnify the Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) unless and until the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudClosing has occurred.

Indemnification by Purchaser. (a) Subject to the provisions of this Article IX, from and after the Closing Date, Purchaser shall indemnify, defend indemnify and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) Parties and the Company Indemnified Parties from and against any and all Claims which may be made or brought against Damages suffered by the Seller Indemnified PartiesParties and the Company Indemnified Parties resulting from, arising out of or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: based upon (without duplication) (i) any inaccuracy in or breach of any representation of the representations or warranty of warranties made by Purchaser contained in this Agreement or in any certificate Ancillary Agreement to which Purchaser is a party or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any breach or non-fulfilment or breach fulfillment of any covenant covenants, agreements or agreement on the part obligations of Purchaser contained in this Agreement set forth herein or in any certificate furnished by or on behalf of Ancillary Agreement to which Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for is a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilitiesparty. (b) Purchaser's obligations under Section 6.02(a) None of the Seller Indemnified Parties or the Company Indemnified Parties shall be subject entitled to the following limitations: (i) the obligations of Purchaser under assert any claim for indemnification pursuant to this Section 6.02(a)(i) shall terminate thirty-six (36) months 9.04 after the Closing Date except dates provided in Section 9.01(b); provided, however, that if on or prior to such date a Notice of Claim shall have been given pursuant to Section 9.05 for such indemnification, such Indemnified Parties shall continue to have the right to be indemnified with respect to bona fide Claims by Seller Indemnified Parties set forth such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudArticle IX.

Indemnification by Purchaser. (ai) Purchaser shall indemnifyshall, defend and from and after the Closing, the Company shall, indemnify and hold harmless Seller Sellers, their Affiliates and its any of their respective officers, directors and officers employees (collectively referred to as collectively, the “Seller Indemnified Parties”) from and against, and shall reimburse the Seller Indemnified Parties) Parties for, any and all Damages, resulting from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any untruth, inaccuracy or breach of any representation representation, warranty, agreement, or warranty covenant of the Purchaser contained in this Agreement Agreement, the Disclosure Schedule or in the Escrow Agreement, or (ii) any certificate liability arising from or other document furnished relating to the conduct of the business of the Company from and after the Closing Date, except to the extent Purchaser is otherwise indemnified by or on behalf of Purchaser pursuant to this Agreement;the Sellers therefor under Section 11.2(a). (ii) From and after Closing, the Purchaser and the Company shall indemnify and hold harmless Sellers and FCC SPE, their Affiliates and any non-fulfilment of their respective officers, directors and employees (collectively, the “Seller and FCC SPE Indemnified Parties”) from and against, and shall reimburse the Seller and FCC SPE Indemnified Parties for, any and all Damages, resulting from, arising out of, based on or relating to (i) any gross negligence or willful misconduct of the Company in the performance of the Management Services (as defined in the Earth Station Management Agreement), or (ii) any breach of any covenant or agreement on of the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant Company under the Earth Station Management Agreement, except to the Transaction Documents and extent Purchaser is otherwise indemnified by the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations Sellers therefor under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,00011.2(a). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) From and after the Closing Date, subject to the other provisions of this Article X, the Purchaser shall indemnifyagrees to indemnify the Sellers (collectively, defend the “Indemnified Seller Persons”) and to hold each of them harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against any and all Claims which may be made Damages suffered, paid or brought against incurred by any such Indemnified Seller Indemnified Parties, Person resulting from or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: caused by (i) any breach of any representation or warranty of the representations and warranties made by the Purchaser contained to the Sellers in Article VI of this Agreement or of any breach of any representation by the Purchaser in respect thereof contained in any certificate or other document furnished by or on behalf of Purchaser delivered pursuant to this Agreement; Agreement or (ii) any non-fulfilment or breach by the Purchaser of any covenant or agreement on of the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed LiabilitiesAgreement. (b) Purchaser's obligations under Notwithstanding anything to the contrary in this Section 6.02(a) 10.2, the Indemnified Seller Persons shall be subject entitled to the following limitations:indemnification pursuant to Section 10.2(a) with respect to any claim for indemnification pursuant to Section 10.2(a)(i): (i) other than in respect of claims for indemnification arising out of, resulting from or caused by a breach of the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six Fundamental Representations, only if, and then only to the extent that the aggregate Damages to all Indemnified Seller Persons (36) months after the Closing Date except without duplication), with respect to bona fide Claims by Seller Indemnified Parties set forth all such claims, exceed the Deductible, whereupon (subject to the provisions of clause (ii) below), the Purchaser shall be obligated to pay in written notices given by a Seller Indemnified Party full all such amounts but only to Purchaser prior to the extent such dateaggregate Damages are in excess of the amount of the Deductible; and (ii) only with respect to claims for indemnification made on or before the maximum date that is 18 months after the Closing Date; provided, that with respect to claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations, the Indemnified Seller Persons shall be entitled to indemnification pursuant to Section 10.2(a)(i) with respect to any such claim indefinitely or until the latest date provided for their survival in Section 12.1. (c) The aggregate liability of the Purchaser for indemnification pursuant to this Section 10.2 shall be limited to an amount equal to the product of (i) 0.25, and (ii) the Purchase Price; provided, however, that the aggregate liability of the Purchaser for indemnification in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches any claims for indemnification arising out of, resulting from or caused by a breach of the Purchaser Fundamental Representations or any covenant of the Purchaser explicitly contained in this Agreement or fraudshall be limited to an amount equal to the Purchase Price.

Indemnification by Purchaser. (a) Subject to Section 7.2(b) and Sections 7.3 through 7.5, from and after the Closing, Purchaser shall indemnify, defend and hold harmless Seller and its directors officers, directors, managers, employees, representatives and officers (collectively referred to as the Seller Indemnified Parties) agents, from and against any and all Claims which may be made Losses suffered or brought against Seller Indemnified Partiesincurred by any such party, if and to the extent such Losses are suffered or incurred by reason of, or which they may suffer or incur, directly or indirectly, as a result arising out of, in connection with or arising fromany of the following: (i) any The breach or failure of any representation or warranty of Purchaser contained in this Agreement to be true and correct when made or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreementdeemed made under the terms hereof; (ii) The Assumed Liabilities or any non-fulfilment Liability arising out of Purchaser’s use of the Purchased Assets or operations on the Premises at or subsequent to the Closing (except to the extent Seller has any such Liability under the Supply Agreement, Sublease Agreement, or any other agreement between Purchaser and Seller); or (iii) The breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured Agreement. (b) No claim for a period of thirty (30) days after receipt of indemnification may be made under Section 7.2 unless written notice from Seller setting forth notice, specifying in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject claim, has been given to the following limitations: Purchaser (i) at any time on or prior to the obligations 18 month anniversary of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except Date, with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and any claim under Sections 7.2(a)(i) or 7.2(a)(iii), or (ii) at any time on or prior to sixty (60) days after the maximum aggregate liability expiration of Purchaser in the statute of limitations applicable to the underlying claim (or if there is no applicable statute of limitations for the underlying claim, the statute of limitations applicable to breaches of this Agreement), with respect of Claims made to any claim under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,0007.2(a)(ii). The foregoing limitation right to indemnification with respect to any claim for which notice has been properly and timely given in accordance with Section 7.2(b) shall not apply to wilful breaches expire upon the final resolution of this Agreement or fraudsuch claim.

Indemnification by Purchaser. (a) Subject to the terms and conditions of this Article XI, Purchaser shall agrees to indemnify, defend and hold harmless Sellers, their respective shareholders, officers, directors, employees, attorneys, all subsidiaries and affiliates of Sellers, and the respective officers, directors, employees and attorneys of such entities (each, a "Seller Indemnified Party" and its directors all such persons and officers (entities being collectively referred to as the "Seller Indemnified Parties") from from, against, and against all Claims which may be made or brought against shall compensate and reimburse each Seller Indemnified PartiesParty for and in respect of any and all Losses asserted against, relating to, imposed upon or which they may suffer or incurincurred by any Seller Indemnified Party by reason of, resulting from, based upon, arising out of, whether directly or indirectly, as a result of, in connection with or arising from: (i) any breach the breach, inaccuracy, untruth or incompleteness of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser made pursuant to this Agreement; , any Transaction Document or any certificate, schedule or exhibit delivered by Purchaser in connection with this Agreement or any Transaction Document, (ii) any non-fulfilment or the breach of any covenant or agreement on the part obligation of Purchaser contained set forth in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and Agreement, (iii) the Assumed Liabilities., or (iv) any Proceeding relating to any breach, alleged breach, liability or matter of the type referred to above (including any Proceeding commenced by any Seller Indemnified Party for the purpose of enforcing any of its rights under this Article XI) (collectively, "Seller Indemnifiable Losses"): (b) Purchaser's obligations under Section 6.02(a) Notwithstanding anything to the contrary contained in this Agreement, no claim for Seller Indemnifiable Losses shall be made under this Article XI: (i) unless the aggregate of Seller Indemnifiable Losses shall exceed $50,000 (at which point Purchaser shall become liable for the aggregate Losses, and not just amounts in excess of $50,000), (ii) for any Losses to the extent that the Seller Indemnified Parties have received payments in respect of claims made under this Article XI in excess of $250,000 in the aggregate, and (iii) with respect to any Seller Indemnifiable Losses suffered, incurred or sustained by any Seller Indemnified Party or to which any of them becomes subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months extent such Losses arise from or were caused by actions taken or failed to be taken by any Seller after the Closing Date except Closing. The indemnification provisions in this Section 11.4 shall be the Seller Indemnified Parties' sole and exclusive remedy with respect to bona fide Claims by any claim for Seller Indemnified Parties set forth Indemnifiable Losses against Purchaser under this Article XI; provided, however, that nothing contained in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under this Section 6.02(a)(i) and 6.02(a)(ii11.4(b) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply limit any remedy at law or equity to wilful breaches of this Agreement or which Sellers may be entitled against Purchaser for fraud.

Indemnification by Purchaser. (a) Purchaser shall indemnifyagrees, to the extent permitted by law, and without the creation of a sinking fund, to release, hold harmless, indemnify and defend and hold harmless Seller and its directors successors, assigns, affiliates, and officers its or their officers, directors, managers, employees, agents, attorneys, consultants, and representatives (collectively referred to as the “Seller Indemnified PartiesIndemnitees”) from and against any losses, liabilities, costs, expenses, suits, actions, claims, obligations, proceedings, and judgments rendered against and all Claims which may be made fines and penalties (“Losses”) imposed upon any one or brought against more of the Seller Indemnified PartiesIndemnitees, and any reasonable attorneys’ fees and any other costs of litigation to the extent arising out of or which they may suffer caused by any one or incur, directly or indirectly, as a result of, in connection with or arising from: more of the following: (ia) any misrepresentation or breach of any representation or warranty of by Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser to be furnished to Seller pursuant to this Agreement; ; (iib) any non-fulfilment nonfulfillment or breach of any covenant or agreement on the part obligation of Purchaser contained in this Agreement or in any certificate document furnished by or on behalf of Purchaser to be furnished to Seller pursuant to the Transaction Documents and the non-fulfilment this Agreement; or breach of which remains uncured for a period of thirty (30c) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's any failure by Purchaser to meet its obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000)Assumed Obligations. The foregoing limitation shall not indemnification will only apply to wilful breaches Losses asserted by or due to any third Persons. With respect to claims against the Seller Indemnitees by Purchaser’s employees, Purchaser agrees to expressly waive its immunity, if any, as a complying employer under the workers’ compensation law, but only to the extent that such immunity would bar or affect recovery under or enforcement of this Agreement or fraudindemnification obligation.

Indemnification by Purchaser. (a) Subject to the provisions of Section 7.2(b) and 7.3 below, Purchaser shall indemnifyindemnify Sellers and their Affiliates (other than the Companies) and each of their respective stockholders, defend officers, directors, employees and representatives (each a "Seller Indemnitee") against, and hold each Seller Indemnitee harmless Seller from, any and its directors and officers (collectively referred all Losses incurred, suffered, sustained or required to as the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incurpaid, directly or indirectly, as a result ofby or sought to be imposed upon, such Seller Indemnitee resulting from, related to or arising out of any inaccuracy in or breach of any of the representations, warranties or covenants made by Purchaser in or pursuant to this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection with or arising from:the Closing of the transactions contemplated hereunder. (ib) any No Seller Indemnitee shall be entitled to indemnification pursuant to this Section 7.2 in respect of an inaccuracy in or breach of any representation or warranty warranty, until such time as the Losses of all Seller Indemnitees exceed One Hundred Thousand Dollars ($100,000) ("Purchaser's Basket") in the aggregate; PROVIDED that all claims by Seller Indemnitees for indemnification shall accrue in the aggregate until the Losses of all Seller Indemnitees exceed the Purchaser's Basket and thereupon Purchaser contained shall become obligated to indemnify the Seller Indemnitees only for the amount by which all such claims exceed Purchaser's Basket. In no event shall Purchaser's indemnification obligations in this Agreement or Section 7.2 in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; the aggregate exceed One Million Dollars (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities$1,000,000). (bc) Purchaser's obligations under Each Seller Indemnitee shall promptly give written notice to Purchaser of the assertion by any Person of any claim, action, suit or proceeding with respect to which Purchaser is obligated to provide indemnification hereunder; PROVIDED, HOWEVER, that the rights of a Seller Indemnitee to be indemnified hereunder shall only be affected by the failure to give such notice if and to the extent such failure prejudices Purchaser in the defense of such third party claim. Amounts due with respect to Losses covered by this Section 6.02(a7.2 shall be paid promptly after delivery of reasonably documented written notice of the amount of Losses incurred and if the provisions of Section 7.2(b) apply to limit the payment of all amounts claimed, shall be paid on a pro-rata basis according to the number of shares sold. Purchaser shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of its choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against a Seller Indemnitee that is subject to indemnification by Purchaser hereunder, and the cost and expense thereof shall be subject to the following limitations: (i) the indemnification obligations of Purchaser under Section 6.02(a)(i) hereunder; PROVIDED, that each Seller Indemnitee shall terminate thirty-six (36) months after have the Closing Date except with respect right and option to bona fide Claims by Seller Indemnified Parties set forth in written notices given by participate in, but not control, the defense of such action at its own expense; and PROVIDED, FURTHER, that if Purchaser elects not to defend any such action or if a Seller Indemnified Party Indemnitee shall have defenses not available to Purchaser and if counsel to Sellers shall in a written opinion advise that common representation is not appropriate, then such Seller Indemnitee shall be entitled, at its option through counsel of its choice, but at Purchaser's expense, to assume and control the defense of such action. Neither any Seller Indemnitee, on one hand, nor Purchaser, on the other hand, shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior to written consent of such date; and (ii) Seller Indemnitee or Purchaser, as the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) case may be, which consent shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudbe unreasonably withheld.

Indemnification by Purchaser. (a) Purchaser shall indemnifyhold harmless, defend and hold harmless Seller indemnify Sellers and its directors each Affiliate and officers Representative of Sellers and their respective successors and assigns (collectively referred to as each a “Sellers Indemnitee,” and collectively, the Seller Indemnified Parties“Sellers Indemnitees”) from and against all Claims which may be made or brought against Seller Indemnified Partiesagainst, or which they may suffer or incurand shall compensate and reimburse each Sellers Indemnitees for, any Damages that are directly or indirectly, indirectly suffered or incurred by any Sellers Indemnitees or to which any Sellers Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Claim) and that arise directly or indirectly from or as a direct or indirect result of, in connection or are directly or indirectly connected with or arising from: (i) any breach or inaccuracy of any representation of the representations or warranty warranties made by Purchaser in this Agreement or in any of the Collateral Agreements; or (ii) any breach of any covenant or obligation of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed LiabilitiesCollateral Agreements. (b) Purchaser's obligations under Purchaser shall not be required to make any indemnification payment pursuant to Section 6.02(a11.3(a) shall be subject for any breach of the representations and warranties (other than for Fundamental Representations) made by them in this Agreement, or in any of the other Collateral Agreement, until such time as the total amount of all Damages (including the Damages arising from such breach and all other Damages arising from any other breaches of any representations or warranties) that have been directly or indirectly suffered or incurred by any Sellers Indemnitees, or to which any Sellers Indemnitees has or have otherwise become subject, exceeds the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum Deductible. The aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) this ARTICLE 11 shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudthe Cap.

Indemnification by Purchaser. (a) Subject to the limitations set forth in this Article VII and the other provisions of this Agreement, Purchaser shall indemnify, defend protect, defend, exculpate, and hold harmless Seller and its directors shareholders, members, managers, directors, officers, employees, and officers agents (collectively referred to as the collectively, “Seller Indemnified Parties”) harmless from and against all Claims which may be made or brought against against, and agree promptly to defend Seller Indemnified PartiesParties from and reimburse Seller Indemnified Parties for, or any and all Losses (collectively, “Seller Indemnified Losses”) which they Seller Indemnified Parties may at any time suffer or incur, directly or indirectlybecome subject to, as a result of, of or in connection with or arising fromwith: (i) any Any material breach or inaccuracy of any representation of the representations or warranty of warranties made by Purchaser contained in or pursuant to this Agreement or in any instrument, certificate or affidavit delivered by Purchaser to Seller at the Closing or in any Exhibit, Schedule, certificate, or other executed document furnished by or on behalf of Purchaser pursuant to this Agreementbe furnished to Seller hereunder; (ii) Any failure by Purchaser to carry out, perform, satisfy and discharge in any non-fulfilment material respect any of its covenants, agreements, undertakings, liabilities or breach of any covenant or agreement on the part of Purchaser contained in obligations under this Agreement or in any instrument, certificate furnished or affidavit delivered by Purchaser to Seller at the Closing; (iii) Any and all claims, including any suit, action, or on behalf other proceeding brought by applicable Governmental Authorities or quasi-Governmental Authorities against Seller arising from the ownership and operation of the Facilities by Purchaser pursuant or a Purchaser designee, or as to the Transaction Documents any overpayments made to Purchaser or a Purchaser designee by third parties including, without limitation, over payments made with respect to Medicaid, Medicare, and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachother Third Party Payor Programs, if applicable; and (iiiiv) Any and all claims arising out of Purchaser’s post-Closing obligations under the Assumed Liabilities; and (v) (i) all taxes that result from, relate to or accrue in connection with the operation of the Facilities on and after the Closing Date; and (ii) liabilities and obligations arising out of personal injury claims accruing with respect to or related to the services provided at the Facilities after the Closing Date. (b) Purchaser's obligations under Section 6.02(aAs used herein, “Losses” means any and all damages, losses, taxes, liabilities, claims, judgments, penalties, causes of action, investigations, audits, demands, assessments, adjustment, settlement payments, deficiencies, fines, diminutions in value, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) shall be subject to and interest (including interest imposed from the following limitations: (i) date of any such Loss). In the obligations of event Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties makes a claim as set forth in written notices given by a herein and such claim is found not valid, Purchaser shall reimburse Seller Indemnified Party for all its costs incurred to Purchaser prior to defend such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) claim including, but not limited to, attorney’s fees and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudother third parties.

Indemnification by Purchaser. (a) The Purchaser shall indemnify, defend and hold harmless the Seller and its directors officers, directors, employees, agents and officers its Affiliates (collectively referred each, a “Seller Indemnitee”) harmless from, and will reimburse such Seller Indemnitee for, any and all Losses incurred by such Seller Indemnitee to as the Seller Indemnified Parties) from and against all Claims which may be made extent that such Losses arise out of or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any Any breach of any a representation or warranty of by Purchaser contained made in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or Any breach of any covenant covenant, agreement or agreement on the part obligation of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachAgreement; and (iii) Any Claim that is brought against Seller after the Assumed Liabilitiesrelevant Transfer Date that relates to the Mortgage Loans and the Servicing Rights with respect to which the Transfer Date has occurred, except (i) to the extent Seller is liable therefor under this Agreement, the MSR Purchase Agreement, the Sale Supplements, the Subservicing Agreement or any other agreement between the Seller and the Purchaser or any Affiliate or (ii) to the extent such Claim results from or arises out of any matter related to the period prior to the Transfer Date. (b) Purchaser's obligations Notwithstanding anything in this Agreement to the contrary, for purposes of establishing whether any matter is indemnifiable under Section 6.02(a) 9.02(a), the accuracy of the representations and warranties of the Purchaser contained herein shall be determined without giving effect to the qualifications to such representations and warranties concerning knowledge, materiality or other exception (including, without limitation, any reference to “material adverse effect,” “the best of Purchaser’s knowledge,” or any other terms similar thereto). In that regard, the Parties acknowledge and agree that regardless of any qualifications or limitations contained in this Agreement regarding the Purchaser’s knowledge, or to materiality or to exceptions noted in a representation or warranty or disclosed in any schedule, the Purchaser shall be required to fully indemnify the Seller for all Losses arising in whole or in part from the breach of such representation or warranty. (c) In addition, and notwithstanding anything in this Agreement to the contrary, but subject to the following limitations:limitations of applicable law, the indemnification obligations of the Purchaser under this Agreement shall not be limited by time. (id) Purchaser shall pay to Seller Indemnitee any non-disputed Losses within thirty (30) days of the obligations Seller’s receipt of Purchaser under an invoice therefor, together with reasonable supporting documentation. Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud9.03 [***].

Indemnification by Purchaser. (a) Purchaser shall indemnifyagrees, subject to the limitations, conditions and other terms and conditions of this Article X, to indemnify Seller and its Affiliates, and the respective officers, directors, employees, agents, heirs, successors and assigns of Seller and its Affiliates (as used in this Section 10.02, each an "INDEMNIFIED PARTY") against and to defend and hold them harmless Seller from, and its directors and officers (collectively referred shall pay to as such Indemnified Parties the Seller Indemnified Parties) from and against amount of all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, Damages arising directly or indirectly, as a result of, from or in connection with or arising from: with: (i) any breach of any representation or warranty of Purchaser contained set forth in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; ; (ii) any non-fulfilment or breach of any representation or warranty of Purchaser in this Agreement as if such representation or warranty were made on and as of the Closing Date (other than any representation or warranty which is specific as to the date when made), without giving effect to any supplement to the Disclosure Schedule; (iii) a breach by Purchaser of any covenant, agreement or obligation set forth in this Agreement (excluding, however, from this Section 10.02, a breach of a covenants set forth in Article VIII); and (iv) the conduct of the Business by Purchaser following the Closing. No claim may be asserted nor may any action be commenced against Purchaser under this Section 10.02 for breach of any representation, warranty, covenant or agreement contained herein, unless written notice of such claim or action is received by Purchaser describing in reasonable detail the facts and circumstances known to Seller or any other Indemnified Party with respect to the subject matter of such claim or action on or prior to the date on which the representation, warranty, covenant or agreement on the part of Purchaser contained in this Agreement which such claim or in any certificate furnished by or on behalf of Purchaser pursuant action is based ceases to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties survive as set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.in

Indemnification by Purchaser. (a) In consideration of the Company’s execution and delivery of the this Agreement and the Registration Rights Agreement and in addition to all of each Purchaser’s other obligations under the Transaction Documents, each Purchaser shall indemnifydefend, defend protect, indemnify and hold harmless Seller the Company and all of its directors partners, officers, directors, employees, members and officers direct or indirect investors and any of the foregoing person’s agents or other representatives (collectively referred to as including, without limitation, those retained in connection with the Seller Indemnified Partiestransactions contemplated by this Agreement) (collectively, the “Company Indemnitees”) from and against any and all Claims actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Company Indemnitee is a party to the action for which may be made or brought against Seller indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Company Indemnified PartiesLiabilities”), or which they may suffer or incur, directly or indirectly, incurred by any Company Indemnitee as a result of, in connection with or arising from: out of, or relating to (ia) any misrepresentation or breach of any representation or warranty made by the Purchaser in the Transaction Documents or any other certificate or document contemplated hereby or thereby, or (b) any breach of any covenant, agreement or obligation of the Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and or any other certificate or document contemplated hereby or thereby. Notwithstanding the non-fulfilment or breach foregoing, Company Indemnified Liabilities shall not include any liability of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature any Company Indemnitee arising solely out of such non-fulfilment Company Indemnitee’s willful misconduct or breach; and (iii) fraudulent action(s). To the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) extent that the foregoing undertaking by the Purchaser may be unenforceable for any reason, the Purchaser shall be subject make the maximum contribution to the following limitations: (ipayment and satisfaction of each of the Company Indemnified Liabilities which is permissible under applicable law. Notwithstanding the foregoing, to the extent that this Section overlaps with Section 6(b) of the obligations Registration Rights Agreement, the amount of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) Purchaser’s indemnification shall not exceed Fifty Million Dollars ($50,000,000). The foregoing the limitation shall not apply to wilful breaches of this Agreement or fraudcontained in such provision.

Indemnification by Purchaser. (a) Subject to Section 8.3(b), Purchaser hereby agrees that from and after the Closing, it shall indemnify, defend and hold harmless Sellers, their Affiliates, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees and their heirs, successors and permitted assigns, each in their capacity as such (the “Seller Indemnified Parties” and, collectively with the Purchaser Indemnified Parties, the “Indemnified Parties”) from, against and its directors and officers (collectively referred to as in respect of any Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, whether in respect of third party claims, claims between the parties hereto, or which they may suffer or incurotherwise, directly or indirectly, as a result of, in connection with or arising from: out of (i) any breach of any representation or warranty made by Purchaser, (ii) any breach of a covenant or agreement of Purchaser contained in this Agreement Agreement, or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the any Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) Purchaser shall not be subject liable to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except Seller Indemnified Parties for any Losses with respect to bona fide Claims the matters contained in Section 8.3(a)(i) (x) for any De Minimis Loss, and no claim for a De Minimis Loss shall be asserted under this Section 8.3 (and no such De Minimis Loss shall be included in the calculation of the Threshold Amount provided for in clause (y) hereof) and (y) the aggregate amount of Losses incurred by all Seller Indemnified Parties set forth exceeds the Threshold Amount, in written notices given by a which event Purchaser shall be liable to the Seller Indemnified Party to Purchaser prior to such date; and (ii) Parties for all Losses in excess of the maximum Threshold Amount. Purchaser’s cumulative aggregate liability of Purchaser for Losses with respect to the matters contained in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii8.3(a)(i) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply an amount equal to wilful breaches of this Agreement or fraudthe Indemnification Cap.

Indemnification by Purchaser. (a) Indemnification pursuant to this Section 9.1 shall only apply if Closing occurs. If Closing does not occur, Article 8 hereof provides the exclusive remedy of the parties. Subject to the limitations set forth in this Article 9, Purchaser shall indemnify, defend defend, and hold harmless Seller Sellers against and its directors in respect of any and officers all (collectively referred a) claims, demands, suits, actions, proceedings and assessments, whether or not ultimately determined to be valid; (b) all losses, obligations, liabilities, damages, recoveries, judgments, awards, settlements, rulings, Taxes and deficiencies; and (c) all costs and expenses, including interest, penalties, court costs, reasonable attorneys', consultants' and expert witnesses' fees, disbursements and expenses and other investigative costs, of investigating, defending or asserting any of the foregoing or of enforcing this Agreement (all such matters described in subsections (a), (b) and (c) above defined as the Seller Indemnified Parties) from and against all Claims "Losses"), that they incur or suffer which may be made arise, result from, relate to or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: are based upon (i) any breach of any representation representations and warranties (as supplemented or warranty of updated pursuant to Section 5.12 hereof) made by Purchaser contained in this Agreement or in any certificate schedule, certificate, exhibit or other document any instrument to be furnished by Purchaser under this Agreement (ignoring, for purposes of determining the existence of any such breach or on behalf the amount of Purchaser pursuant to this Agreement; Losses with respect thereto, any "materiality" or similar qualifiers set forth in such representations and warranties); and (ii) failure by Purchaser to perform any non-fulfilment of its covenants or breach of any covenant or agreement on the part of Purchaser contained agreements in this Agreement or in any certificate schedule, certificate, exhibit or any instrument to be furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud(regardless of whether such failure is deemed "material").

Indemnification by Purchaser. (a) Purchaser shall agrees that it will indemnify, defend defend, protect and hold harmless Seller Sellers and its directors their officers, members, directors, divisions, subdivisions, affiliates, subsidiaries, parents, agents, employees, legal representatives, successors and officers (collectively referred to assigns, as the Seller Indemnified Parties) applicable, from and against all Claims which may be made claims, damages, actions, suits, proceedings, demands, assessments, adjustments, penalties, costs and expenses whatsoever (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) whether equitable or brought against Seller Indemnified Partieslegal, matured or contingent, known or unknown to the Purchaser, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or which they may suffer or incur, directly or indirectlyafter the date of this Agreement, as a result of, in connection with of or arising from: incident to: (ia) any breach of any representation of, misrepresentation in, untruth in or warranty inaccuracy in the representations and warranties of Purchaser contained set forth in this Agreement or in any certificate the Exhibits or other document furnished by or on behalf of Purchaser pursuant the Schedules attached to this Agreement; Agreement or in the Collateral Documents; (iib) any non-fulfilment nonfulfillment or breach nonperformance of any agreement, covenant or agreement condition on the part of Purchaser contained made in this Agreement and to be performed by Purchaser after the Closing Date; (c) the imposition upon, claim against, or in payment by the Company or Sellers of any certificate furnished by or on behalf of Purchaser pursuant the Assumed Liabilities because of the Purchaser's failure to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) pay the Assumed Liabilities. ; (bd) Purchaser's obligations under Section 6.02(a) shall be subject violation of the requirements of any governmental authority relating to the following limitations: (i) reporting and payment of federal, state, local or other income, sales, use, franchise, excise, payroll or property Tax Liabilities of the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months accrued after the Closing Date except with respect to bona fide Claims Date; (e) all claims, liabilities or obligations arising out of the operation of the car wash business at the Locations by Seller Indemnified Parties Purchaser after the Closing; and (f) any claim by a third party that, if true, would mean that a condition for indemnification set forth in written notices given by a Seller subsections (a), (b), (c), (d) or (e) of this Section 9.2 has occurred. For purposes of this section, to the extent that any claims can reasonably be deemed to be made under one or more of the provisions of subsections (a)-(f), the Indemnified Party (as hereinafter defined) may elect which subsection or subsections under which to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudbring its claim.

Indemnification by Purchaser. (a) Subject to the limitations contained in this Section 11 and in the other provisions of this Agreement (including the provisions of Section 5) after the Closing Date, Purchaser shall indemnify, defend and hold harmless and indemnify Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against any and all Claims which may be made Damages actually incurred by Seller, its Affiliates and/or Representatives arising out of or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising resulting from: (i) any breach of any representation or warranty made by Purchaser in Section 4 of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained set forth in this Agreement or in (other than any certificate furnished by or on behalf covenant of Purchaser pursuant to the Transaction Documents and the non-fulfilment or set forth in Section 2.4); (iii) any breach of which remains uncured for a period any covenant of thirty (30) days after receipt of written notice from Seller setting Purchaser set forth in reasonable detail Section 2.4; (iv) the nature of such non-fulfilment or breachAssumed Liabilities; and (iiiv) any Liability arising from any product sold or distributed, or any services provided, in connection with the Assumed Liabilitiesoperation of the Vuforia Business on or after the Closing Date. (b) Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be entitled to assert any claim for indemnification pursuant to Section 11.2(a)(i) or (ii) with respect to any breach by Purchaser of any of their representations, warranties or covenants set forth in this Agreement, and Purchaser shall not be required to make any indemnification payments hereunder with respect to any Damages actually incurred by Seller, its Affiliates and/or Representatives as a result of all breaches of such representations, warranties and covenants, until, and except to the extent that, the cumulative amount of such Damages actually exceeds the Threshold, in which event Purchaser shall be responsible for the aggregate amount of all Damages, regardless of the Threshold. Purchaser's obligations cumulative liability for all breaches of its representations, warranties and covenants shall in no event exceed, and the total amount of the indemnification payments that Purchaser shall be required to make under Section 6.02(a11.2(a)(i) or (ii) shall be subject to limited in the following limitations: (i) aggregate to, a maximum of the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudCap.

Indemnification by Purchaser. (a) From and after the Closing, and to the fullest extent permitted by Law, Purchaser shall indemnify, defend defend, and hold harmless Seller the Seller, their successors and assigns, their parents, affiliates and subsidiaries, and its directors partners, managers, members, directors, shareholders, officers, employees, agents, representatives, contractors, and officers subcontractors, (collectively referred to as in each case specifically excluding Purchaser) (collectively, the “Seller Indemnified PartiesPersons”) from and against any and all Claims which may be made Liabilities, Actions, losses, strict liability claims, demands, judgments, orders, fines, penalties, damages, expenses (including reasonable attorneys’ and consultants’ fees), costs, environmental assessment and remediation costs asserted by any person (collectively, the “Losses”), arising from or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising fromrelating to the following: (ia) the business and operations of the Terminal Assets, and the ownership and use of the Terminal Assets by the Purchaser or its affiliates, in each case after the Closing and to the extent such Losses are not Seller Responsibilities; (b) any inaccuracy or breach of any a representation or warranty of Purchaser contained in this Agreement (including any Schedule) or in any certificate or other document furnished by or on behalf of Purchaser delivered pursuant to this Agreementhereto; (iic) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachAgreement; and (iiid) the Assumed Liabilities. any Taxes for which Purchaser is responsible under this Agreement; EVEN IF SUCH LOSSES ARE CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (b) Purchaser's obligations WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF A SELLER INDEMNIFIED PERSON, but excepting in each case Losses against which Seller would be required to indemnify a Purchaser Indemnified Person under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud8.2.

Indemnification by Purchaser. (a) Purchaser shall indemnifyIf the Closing occurs, defend each of the Purchasers shall, jointly and severally, indemnify each Seller and their respective general partners, limited partners, officers and directors of each of them, in respect of, and hold each of them harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against any and all Claims Losses suffered, incurred or sustained by any of them or to which may be made any of them becomes subject, whether or brought against Seller Indemnified Partiesnot involving a Third Party Claim, resulting from, arising out of or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: relating to (i) any breach of any representation or warranty the representations and warranties of Purchaser the Purchasers contained in this Agreement or in (including, without limitation, any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; delivered in connection herewith), (ii) any non-fulfilment nonfulfillment of or breach of failure to perform any covenant or agreement on the part of Purchaser the Purchasers contained in this Agreement or in any of the Operative Agreements (including, without limitation, any certificate furnished by or on behalf delivered in connection herewith), including the existence of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and any Lien other than any Permitted Lien, (iii) any of the Assumed Liabilities, and (iv) any claim by any Person other than any Seller, any Affiliate of any Seller, or any equity holder or creditor of the foregoing, under applicable bankruptcy, fraudulent conveyance or transfer or similar Law or other Law, and stemming from a Purchaser or a Business Subsidiary not being solvent immediately after the Closing (as a result of the Financing or other actions taken by Purchasers or the Business Subsidiaries) and that was solvent immediately prior to the Closing, that the acquisition of the Transferred Interests and Business Assets and Assumed Liabilities by Purchasers under this Agreement were invalid or illegal or can be set aside or result in an award of damages and only if (1) the provisions of Section 14.01 would not provide for indemnification of Purchaser without giving effect to the provision of 14.01(b); and (2) any such claim does not relate to the Purchase Price paid to any Seller or the allocation thereof; provided, (i) that if and to the extent that any indemnification under this Section 14.02(a) is unenforceable, but subject to 113 the same terms, conditions, limitations and time periods applicable to such indemnification under this Agreement, the Purchasers and the Business Subsidiaries shall make the maximum contribution to the payment, and satisfaction of the indemnified Losses as shall be permissible under applicable Laws and (ii) in no event will Purchasers be liable to provide any indemnification under this Section 14.02(a) as to any matter to the extent that Sellers bear indemnification responsibility under Article XII hereof for such matter. For the avoidance of doubt, no Person shall be entitled to indemnification under Section 14.02(a) with respect to a matter to the extent that any Seller would bear indemnification responsibility under Section 14.01(a) with respect to such matter. (b) Purchaser's obligations No amounts of indemnity shall be payable as a result of a claim under Section 6.02(a14.02(a)(i) in respect of a breach of a representation or warranty of Purchasers (other than a claim based upon fraud or willful or criminal misconduct or, with respect to the Deductible but not the Covered Losses limitation, pursuant to the Purchaser Fundamental Representations), (i) with respect to Losses arising from any single event or series of related events that do not exceed the Covered Losses limitation amount, and (ii) unless and until the Indemnified Parties have suffered, incurred, sustained or become subject to Losses (other than Covered Losses) with respect thereto in excess of the Deductible in the aggregate, in which case the Indemnified Parties shall be entitled to indemnification for the amount of Losses in excess the Deductible; provided, however, that the aggregate indemnification obligation of the Purchasers for claims under (a) Section 14.02(a)(i)(other than claims based upon fraud or willful or criminal misconduct or for breach of the Purchaser Fundamental Representations) shall be subject limited to US$31,000,000 and (b) Section 14.02(a)(i) for all claims (other than claims based upon fraud or willful misconduct) shall be limited to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudFinal Total Purchase Price.

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend and hold harmless indemnify each Seller and its directors Affiliates, directors, partners, agents and officers employees (collectively referred to as the each a "Seller Indemnified PartiesIndemnitee") against and hold each of them harmless, from any and against all Claims Indemnifiable Damages which may be made or brought against any such Seller Indemnified Parties, or which they Indemnitee may suffer or incur, directly or indirectly, as a result incur by reason of, arising from or in connection with or arising from: with: (i) any the material inaccuracy or breach of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; Transaction Document; (ii) any non-fulfilment or the material breach by Purchaser of any covenant made by it in this Agreement or agreement any of the Transaction Documents; (iii) the ownership, operation or use of the Assets subsequent to the Closing Date on the part which such Assets are acquired; and (iv) any acts or omissions of Purchaser or any of their agents, servants, contractors or representatives; provided, however, that Purchaser shall have no liability hereunder or otherwise for any Indemnifiable Damages that relate to, or arise out of, its ownership or operation of any Excluded Assets or Excluded Liabilities, except for Indemnifiable Damages resulting from Purchaser's acts or omissions. The foregoing obligation of Purchaser shall be subject to and limited by each of the qualifications set forth below. Purchaser shall not be liable for any indirect, special, incidental or consequential damages. Notwithstanding anything contained in this Agreement to the contrary, for purposes of Section 11.2(i) only, Sellers shall be entitled to indemnification hereunder only in the event that such breach of any representation or in any certificate furnished by or on behalf warranty of Purchaser pursuant (regardless of whether such representation or warranty contains a materiality qualifier) results in Indemnifiable Damages to the Transaction Documents any Seller Indemnitee in an amount of [*] or more and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) event Purchaser shall be subject to the following limitations: (i) the obligations liable for all such amounts of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to Indemnifiable Damages including such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud[*].

Indemnification by Purchaser. Subject to the limitations set forth in this Article IX, from and after, and subject to the occurrence of, the Closing, Purchaser and Guarantor (aeach, a “Purchaser Indemnifying Party”, and together with the Parent Indemnifying Party, the “Indemnifying Parties”, and each, an “Indemnifying Party”) Purchaser shall indemnifyshall, defend jointly and severally, indemnify and hold harmless Seller Parent and its directors Affiliates, and officers their respective employees, officers, directors, shareholders, legal representatives, advisors, successors and assigns (collectively referred to as collectively, the Seller “Parent Indemnified Parties”, and together with the Purchaser Indemnified Parties, the “Indemnified Parties”, and each, an “Indemnified Party”) from and against against, and shall promptly defend any Parent Indemnified Party from, any and all Claims Losses which may be made or brought against Seller such Parent Indemnified Parties, or which they Party may suffer or incur, directly incur arising out of or indirectly, as a result of, in connection with or arising fromwith: (ia) any breach of any representation or warranty the representations and warranties of Purchaser contained Purchaser, as set forth in Article V of this Agreement or in any certificate or an Ancillary Agreement (other document furnished by or on behalf of Purchaser pursuant to this Agreementthan the Fundamental Representations); (iib) any non-fulfilment or breach of the Fundamental Representations; (c) any covenant breach by Purchaser or agreement on Guarantor or their respective representatives of their respective covenants, agreements, undertakings or liabilities to be carried out, performed, satisfied or discharged prior to the part of Purchaser contained in Closing under this Agreement (in whole or in part); (d) any certificate furnished breach by Purchaser or on behalf Guarantor or their respective representatives of Purchaser pursuant their respective covenants, agreements, undertakings or liabilities to be carried out, performed, satisfied or discharged at or following the Transaction Documents and the non-fulfilment Closing under this Agreement (in whole or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachpart); and (iiie) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except Fraud with respect to bona fide Claims by Seller Indemnified Parties the representations and warranties of Purchaser, as set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches Article V of this Agreement or fraudan Ancillary Agreement, including the Purchaser Fundamental Representations.

Indemnification by Purchaser. (a) Subject to the provisions of this Article IX, and except with respect to indemnification for Taxes (other than Section 3.15 Taxes), which shall be governed exclusively by Article VI, effective as of and after the Closing, Purchaser shall indemnify, defend and hold harmless (or, as applicable, shall cause the relevant acquiring Purchaser Affiliate to indemnify, defend and hold harmless) Seller and its directors Affiliates (collectively, the “Seller Indemnified Parties”), from and officers (collectively referred to as against any and all Covered Losses incurred or suffered by any of the Seller Indemnified Parties) Parties to the extent arising out of or resulting from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach the failure of any representation or warranty of Purchaser contained in this Agreement Article IV, or contained in any certificate or other document furnished delivered by or on behalf of Purchaser pursuant to this Agreement; , to be true and correct as of the Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure of such representations and warranties to be true and correct as of such date); provided, however, that for purposes of this Article IX, all such representations and warranties shall be read without giving effect to any “material” or “Purchaser Material Adverse Effect” qualifier, or other similar qualifier therein; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents Agreement; and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the any Assumed LiabilitiesLiability. (b) Purchaser's obligations under Section 6.02(a) shall be subject Notwithstanding any other provision to the following limitationscontrary: (i) the obligations of Purchaser shall not be required to indemnify, defend or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Covered Losses pursuant to any claim under Section 6.02(a)(i9.3(a)(i) shall terminate thirty-six (36A) months after the Closing Date except other than with respect to bona fide Claims by Purchaser’s Fundamental Representations and Section 4.6 (Brokers), unless such claim, or series of related claims, involves Covered Losses in excess of the De Minimis Amount and if such Covered Losses do not exceed the De Minimis Amount, such Losses shall not be applied to or considered for the Deductible or otherwise for purposes of calculating the aggregate amount of the Seller Indemnified Parties set forth in written notices given by a Parties’ Covered Losses under this Section 9.3(b)(i); and (B) until the aggregate amount of the Seller Indemnified Party Parties’ Covered Losses under Section 9.3(a)(i) (other than with respect to Purchaser’s Fundamental Representations and Section 4.6 (Brokers) exceeds the Deductible, after which Purchaser prior shall be obligated for all the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) in excess of the Deductible, subject to such dateSection 9.3(b)(i)(A) and Section 9.3(b)(ii); and (ii) the maximum aggregate liability cumulative indemnification obligation of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii9.3(a)(i) shall not in no event exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudthe Cap.

Indemnification by Purchaser. (a) Purchaser shall indemnifyagrees to indemnify and save harmless the BHP Billiton Parties and Affiliates and each of their officers, defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) employees from and against all Claims which may be made Losses suffered or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, incurred as a result of, of or arising directly or indirectly out of or in connection with or arising fromwith: (ia) any breach misrepresentation or inaccuracy of any representation or warranty of Purchaser contained in this Agreement or in any agreement, certificate or other document furnished by or on behalf of Purchaser delivered pursuant to this Agreementhereto; (iib) any breach or non-fulfilment or breach performance by Purchaser of any covenant or agreement on the part of to be performed by Purchaser which is contained in this Agreement or in any agreement, certificate furnished or other document delivered pursuant hereto; (c) the Assumed Liabilities (including any failure by Purchaser to, or on behalf to cause BCDC to, pay, perform or otherwise discharge any of Purchaser pursuant to the Transaction Documents and Assumed Liabilities) other than the non-fulfilment or breach of which remains uncured for a period of thirty Indemnified Liabilities; (30d) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachBHP Billiton Canada Reclamation Undertaking; and (iiie) the Assumed Liabilities. (b) Purchaser's any failure by Purchaser to comply with all applicable Environmental Laws, including all reclamation obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser applicable Environmental Laws in respect of Claims made under the Core Zone Property, except to the extent, and only to the extent, Purchaser is entitled to be indemnified by BHP Billiton Canada pursuant to Section 6.02(a)(i) 12.1 in respect of any Loss or portion thereof suffered or incurred by Purchaser as a result of any misrepresentation or inaccuracy of the representations and 6.02(a)(ii) warranties provided by BHP Billiton Canada in Section 4.17; provided, however, that Purchaser shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation be required to indemnify or save harmless the BHP Billiton Parties in respect of any misrepresentation or inaccuracy of any representation or warranty unless the BHP Billiton Parties shall not apply have provided notice to wilful breaches Purchaser in accordance with Section 12.6 on or prior to the expiration of this Agreement or fraudthe applicable survival period related to such representation and warranty set out in Section 7.2.

Indemnification by Purchaser. (a) Subject to the provisions of this Article IX and except with respect to indemnification for Taxes (which shall be governed exclusively by Article VI), effective at and after the Closing, Purchaser shall indemnify, defend and hold harmless Seller and its directors Affiliates (collectively, the “Seller Indemnified Parties”), from and officers (collectively referred to as against any and all Covered Losses incurred or suffered by any of the Seller Indemnified Parties) Parties to the extent arising out of or resulting from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach the failure of any representation or warranty of Purchaser contained in this Agreement Article IV to be true and correct as of the Closing Date or, solely with respect to representations and warranties contained in Section 4.1 and Section 4.2 and, with respect to GCP Tecnologías Venezuela, S.A., Section 4.7 , the Deferred Retained Closing Date (or in any certificate or other document furnished by or on behalf with respect to representations and warranties that are made as of Purchaser pursuant a specific date, the failure of such representations and warranties to this Agreement; be true and correct as of such date); (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents Agreement; and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) any Assumed Liability (including any Assumed Liabilities of the Target Entities) (for the avoidance of doubt, including any Assumed LiabilitiesLiability with respect to the Deferred Target Business). (b) Purchaser's obligations under Section 6.02(a) shall be subject Notwithstanding any provision to the following limitations:contrary (other than those provisions contained in Article VI): (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect not be required to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a indemnify, defend or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Covered Losses pursuant to Section 9.3(a)(i) (other than for a breach of or inaccuracy in the Purchaser prior Fundamental Representations), (A) unless the claim involves Covered Losses in excess of the De Minimis Amount and if such Covered Losses do not exceed the De Minimis Amount, such Covered Losses shall not be applied to such dateor considered for the Deductible or otherwise for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Covered Losses under this Section 9.3(b)(i) (other than for a breach of or inaccuracy in the Purchaser Fundamental Representations); and (B) until the aggregate amount of the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) (other than for a breach of or inaccuracy in the Purchaser Fundamental Representations) exceeds the Deductible, after which Purchaser shall be obligated for all the Seller Indemnified Parties’ Covered Losses under Section 9.3(a)(i) (other than for a breach of or inaccuracy in the Purchaser Fundamental Representations) in excess of the Deductible, subject to Section 9.3(b)(i)(A) and Section 9.3(b)(ii); and (ii) the maximum aggregate liability cumulative indemnification obligation of Purchaser under (A) Section 9.3(a)(i) (other than for a breach of or inaccuracy in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(iithe Purchaser Fundamental Representations) shall not in no event exceed Fifty Million Dollars the Cap, ($50,000,000). The foregoing limitation B) Section 9.3(a)(i) solely as a result of a breach of or inaccuracy in the Purchaser Fundamental Representations shall not apply to wilful breaches of this Agreement or fraudin no event exceed the Purchase Price, and (C) Section 9.3(a)(ii) shall in no event exceed the Purchase Price.

Indemnification by Purchaser. (a) Subject to the other provisions of this Article IX, from and after the Closing, Purchaser shall defend, indemnify, defend hold harmless, and hold harmless reimburse Seller, its Affiliates, and each of their respective Representatives, successors, and assigns (collectively, the “Seller and its directors and officers (collectively referred to as the Seller Indemnified PartiesGroup”) from and against any and all Claims which may be made Losses, whether or brought against Seller Indemnified Partiesnot relating to any Third Party Claim, suffered, incurred, or sustained by any of them or to which they may suffer or incurany of them become subject, directly or indirectly, as a result that arise out of, are in connection with with, or arising from:relate to the following (collectively, “Seller Claims”): (i) any breach or violation of any representation covenant, obligation, or warranty agreement of Purchaser contained set forth in this Agreement or in any certificate or other document furnished by or on behalf of Ancillary Agreement to which Purchaser pursuant to this Agreementis a party; (ii) any non-fulfilment breach or breach inaccuracy of any covenant of the representations or agreement on the part of warranties made by Purchaser contained in this Agreement or any Ancillary Agreement, whether such representation or warranty is made as of the Effective Date, the Closing Date, or any other date specified in such representation or warranty or in any certificate furnished delivered by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; andhereto; (iii) any of the Assumed Liabilities; or (iv) any Reimbursed Minimum Run Claims. (b) Purchaser's obligations under Section 6.02(a) The Seller Group shall be subject entitled to indemnification pursuant to Section 9.2(a) with respect to any claim for indemnification pursuant to Section 9.2(a)(ii) , other than in respect of claims for indemnification of the following limitations: Seller Group arising out of, in connection with, or resulting from a breach or inaccuracy of any of the representations and warranties made in Section 5.1 (Organization and Existence), Section 5.2 (Execution, Delivery, and Enforceability), Section 5.3(a) (No Violation), and Section 5.6 (Brokers) (collectively, the “Fundamental Purchaser Representations,” none of which shall be limited by this clause (b)), only if (i) the obligations Losses from any individual claim or series of Purchaser under Section 6.02(a)(irelated claims equal or exceed Twenty-Five Thousand Dollars ($25,000) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and and (ii) the aggregate Losses with respect to all such claims equal or exceed the Deductible, whereupon Purchaser shall be obligated to pay, subject to Section 9.2(c), all such amounts in excess of the Deductible; provided, however, that the total indemnification amount payable by Purchaser to Seller Group pursuant to Section 9.2 shall not exceed the amount of the Purchase Price. (c) For indemnification pursuant to Section 9.2(a)(ii), the maximum indemnification in the aggregate liability of Purchaser to which the Seller Group shall be entitled shall be equal to Forty-Seven Million One Hundred Thousand Dollars ($47,100,000); provided, however, that the maximum indemnification limitation set forth in respect of Claims made under this Section 6.02(a)(i) and 6.02(a)(ii9.2(c) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply with respect to wilful breaches indemnification of this Agreement the Seller Group for a breach or fraudinaccuracy of the Fundamental Purchaser Representations.

Indemnification by Purchaser. (a) Purchaser shall covenants and agrees to defend, indemnify, defend and hold harmless Seller and its directors respective parents, officers, employees, affiliates, agents and officers representatives against any liabilities, judgments, damages, claims, demands, costs, expenses or losses (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: including reasonable attorney's fees): (i) any breach incurred by reasons of any representation or warranty of made by Purchaser contained in or in connection with this Agreement having been untrue or incorrect in any certificate respect when made or other document furnished deemed made, or the breach by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on made by it herein, or by reason of any action or proceeding being instituted by any person based upon an allegation or assertion which, if true, would show the part existence of any of the foregoing circumstances; or (ii) arising after the Closing Date (due to matters first occurring after the Closing Date) and relating to the Ineligible Accounts or to actions or omissions by Purchaser contained or its representatives, agents, successors in this Agreement interest, or in any certificate furnished by or entity collecting on behalf of a successor in interest, with respect the Ineligible Accounts, including but not limited to, failure to be licensed under all applicable state laws to engage in the collection of the Ineligible Accounts, and failure to comply with all applicable state and federal laws, including, but not limited to debt collection laws. Purchaser pursuant shall not be liable to defend, indemnify, and hold harmless Seller for any damages, claims, demands, costs, expenses, or losses resulting from inaccurate Ineligible Account information provided by Seller provided, however, that if Purchaser continues to attempt to collect the Transaction Documents and the non-fulfilment Ineligible Account after it has knowledge of, or breach of which remains uncured for a period of thirty (30) days after receipt of written is on notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilitiesinaccurate information Purchaser shall indemnify and hold Seller harmless as provided herein. (b) Purchaser's obligations under Section 6.02(aEach party shall notify the other of any demand, assertion, or claim ("Claims"), including but not limited to a claim brought in the context of litigation (e.g., an original claim, counter-claim, cross claim, etc.,) shall be subject by any Ineligible Account Cardholder or a third party against Seller, Purchaser or any servicer involving the Ineligible Accounts, immediately but in no event more than five (5) days after becoming aware of any such Claim. In the event that a Claim: (1) involves an act or failure to act by Seller; or (2) is related to a business practice of Seller or its parent or affiliate companies; then, in addition to the following limitations: indemnification obligations set forth in Section 14, Seller shall, in its sole discretion, have the right to do any or all of the following: (ia) assume the obligations defense and/or settlement of the Claim (and all legal costs associated therewith); (b) repurchase the Ineligible Account; (c) participate in the defense of the Claim including, but not limited to, retaining additional or substitute counsel. If Seller does not elect to assume the defense or repurchase the Ineligible Account, Purchaser shall have the right, but not the obligation, to defend the Claim and Seller shall reimburse Purchaser for all fees and costs (including reasonable attorneys fees) incurred by Purchaser in so defending. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not, without the written consent of Seller, settle or compromise any Claim or consent to the entry of any judgment which imposes any future obligation on Purchaser which does not include, as an unconditional term thereof, the giving by the claimant and or plaintiff to Seller, a release from all liabilities in respect to any and all Claims. Seller's exercise of its rights under Section 6.02(a)(i) shall terminate thirty-six (36) months after this section of the Closing Date except Agreement will not constitute a waiver, of or release from, any claim Seller might have against Purchaser nor, without a specific written agreement to the contrary, will Seller's exercise of its rights hereunder constitute or be construed as an agreement to or an admission of an obligation to indemnify or hold Purchaser harmless with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; andSeller, the Ineligible Account holder, or any third party. (iic) Notwithstanding any other provision hereof, it is understood and agreed that Seller shall not be entitled to any indemnification payments hereunder unless and until the maximum aggregate liability of Purchaser amount recoverable exceeds twenty-five thousand dollars ($25,000). Seller shall then be entitled to recover all amounts due in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars indemnification hereunder in excess of twenty-five thousand dollars ($50,000,00025,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) Subject to the further provisions of this Article 6, Purchaser hereby agrees that it shall indemnify, defend and hold harmless the Asset Selling Corporations, their Subsidiaries, Affiliates, and, if applicable, their respective directors, officers, shareholders, partners, attorneys, accountants, agents and employees and their heirs, successors and assigns (the “Seller Indemnified Parties”) from, against and its directors in respect of any damages, claims, losses, charges, actions, suits, proceedings, deficiencies, interest, penalties, and officers reasonable Litigation Expenses (collectively referred to as collectively, “Losses”) imposed on, sustained, incurred or suffered by or asserted against any of the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: Parties by reason of (i) the untruth, inaccuracy or breach (in any breach case, as of the date hereof) of any representation or warranty made by Purchaser contained in Article 4 of this Agreement; (ii) the breach of any covenant or agreement of Purchaser contained in this Agreement (including the Schedules attached hereto), the License Agreement, the Transition Agreement, or in any certificate or other document furnished by or on behalf the Xxxx of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents Sale and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachAssumption; and (iii) the Assumed Liabilities. (b) Purchaser's , including without limitation any Asset Selling Corporation’s obligations under Section 6.02(aX E. of the CryoCath Settlement (as defined in the License Agreement); (iv) shall be subject to the following limitations: (i) the except for obligations of Parent to Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months the Transition Agreement, the operation of the Business and ownership of and activities involving the Conveyed Assets from and after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such dateDate; and and (iiv) any third party claim regarding Parent’s performance, purported performance or non-performance under the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudTransition Agreement.

Indemnification by Purchaser. (a) Purchaser shall, and shall cause the Company and the Converted Companies from and after the Closing Date to, indemnify, defend and hold harmless Seller and any of its directors affiliates, officers, directors, members, employees and officers (collectively referred to as agents and shall reimburse each such person on demand for any Damages resulting from any of the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising fromfollowing: (i) any breach or default in the performance by Purchaser of any representation covenant or warranty agreement of Purchaser contained herein or in this any Ancillary Agreement or any agreement contemplated hereby or executed in connection herewith, or in any certificate or other document furnished instrument delivered or to be delivered by or on behalf of Purchaser pursuant to this Agreementhereto or thereto; (ii) any non-fulfilment or breach of warranty or inaccurate representation made by Purchaser herein or in any covenant Ancillary Agreement or any other agreement on the part of Purchaser contained contemplated hereby or executed in this Agreement connection herewith, or in any certificate furnished or other instrument delivered or to be delivered by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment hereto or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; andthereto; (iii) the Assumed Liabilities.Liabilities (except to the extent such Damages arise out of matters for which Purchaser and the Company are indemnified under subsection (a) above); (biv) Purchaser's obligations under Section 6.02(athe operation of the Business (including the development, manufacturing, marketing, distribution, sale, use or other commercial exploitation of the Products and the employment of employees and consultants) shall be subject after the Closing Date, including any liabilities and Taxes related to the following limitations: (i) operation of the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months Business after the Closing Date and all Actions relating to the operation of the Business after the Closing Date (except to the extent such Damages arise out of matters for which Purchaser and the Company are indemnified under subsection (a) above); or (v) any and all liabilities and obligations related to any business other than the Business conducted by Purchaser or any of Purchaser's affiliates whether before or after the Closing Date. provided, however, that with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and clause (ii) the maximum aggregate liability of above, (A) Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars be required to pay Damages to any indemnified party unless the aggregate amount of all such Damages exceeds $250,000, in which case all Damages shall be paid, including such $250,000, and ($50,000,000). The foregoing limitation B) in no event shall not apply to wilful breaches the aggregate amount of Damages payable by Purchaser arising out of this Agreement or fraudthe Ancillary Agreements exceed $10,000,000.

Indemnification by Purchaser. (a) Subject to the limitations set forth in this Article XII, from and after the Closing, Purchaser and Purchaser Parent shall jointly and severally indemnify, defend and hold harmless Seller Seller, its Affiliates and its directors and officers Representatives (collectively referred to as the collectively, “Seller Indemnified Parties”) from any and against all Claims which may be made or brought against Seller Indemnified PartiesDamages, or which they may suffer or incur, directly or indirectly, as a result arising out of, in connection with relating to or arising resulting from: (i) any breach of any a representation or warranty of Purchaser or Purchaser Parent contained in this Agreement, in any certificate delivered pursuant to this Agreement or in any certificate other Transaction Agreement (without taking into account any “materiality,” “material adverse effect” or other document furnished by or on behalf of Purchaser pursuant to this Agreementsimilar qualifiers included therein); (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser or Purchaser Parent contained in this Agreement or in Agreement; (iii) any certificate furnished purchase price adjustments contemplated by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachSection 1.4; and (iiiiv) any guarantee by any Seller Group Entity for the Assumed Liabilitiesbenefit of any Company Group Entity or the Business, that continues or is provided after the Closing, in each case, solely to the extent such Damages arise or result from any non-payment by the relevant Company Group Entity after the Closing Date. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the The representations, warranties, covenants and obligations of Purchaser under Section 6.02(a)(iand Purchaser Parent, and the rights and remedies that may be exercised by the Seller Parties based on such representations, warranties, covenants and obligations, will not be limited or affected by any investigation conducted by the Seller Parties with respect to, or any knowledge acquired (or capable of being acquired) shall terminate thirty-six (36) months by any of the Seller Parties at any time, whether before or after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) execution and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches delivery of this Agreement or fraudthe Closing, with respect to, the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. The waiver by Seller of any provision of this Agreement will not affect or limit the provisions of this Article XII.

Indemnification by Purchaser. Subject to the limitations set forth in this Article X and Section 11.05, from and after the Closing, Purchaser shall indemnify Seller and its Affiliates and each of their respective Representatives (the “Seller Indemnitees”) from and against, and compensate and reimburse them for, any and all Losses incurred by such Seller Indemnitees, to the extent arising out of, relating to or resulting from any of the following: (a) Purchaser shall indemnify, defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made any inaccuracy in or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach of any representation of the representations or warranty warranties of Purchaser contained in this Agreement or the certificate required to be delivered pursuant to Section 3.02(b)(iv), as of the date hereof or as if such representation or warranty was made on and as of the Closing Date (except, in each case, to the extent such representations and warranties speak only as of a particular date, in which case the inaccuracy in or breach of which will be determined as of such particular date); provided, however, that, in determining whether a breach of any representation or warranty has occurred for purposes of this Section 10.02(a) or calculating the amount of Losses arising from any such breach, any and all references to materiality qualifications such as “Purchaser Material Adverse Effect,” “material,” “materially” or “in all material respects” contained in any certificate such representation or other document furnished by or on behalf of Purchaser pursuant to this Agreementwarranty shall be ignored; (iib) any breach or non-fulfilment or breach fulfillment of any covenant or agreement on the part of Purchaser contained in this Agreement Agreement, including any breach or in non-fulfillment of any certificate furnished by covenant or on behalf agreement of Purchaser pursuant to the Transaction Documents and the non-fulfilment cause any of its Affiliates to take or breach refrain from taking any action, or any failure of which remains uncured for a period of thirty (30) days after receipt of written notice any such Affiliate to take or refrain from Seller setting forth in reasonable detail the nature of taking any such non-fulfilment or breachaction; andor (iiic) the any Transferred Asset or Assumed LiabilitiesLiability. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) Subject to Sections 8.4, 8.6, and 8.7, Purchaser shall hereby agrees, effective as of the Closing, to indemnify, defend save and hold harmless Seller and its directors successors and officers their permitted assigns and all of their officers, directors, stockholders, agents, attorneys, representatives and employees (collectively referred to as the "Seller Indemnified Parties") from and against all Claims which may be made any Damages arising from, out of or brought against Seller Indemnified Partiesin any manner connected with (a) the Assumed Obligations, (b) acts, omissions, events, conditions or circumstances involving or relating to the Assets or the Business, or the employees or contractors of Purchaser (or its subsidiary) occurring or existing after, but not on or before, the Closing Date (other than those for which they may suffer the Purchaser Indemnified Parties are entitled to be indemnified by Seller under Section 8.2), (c) the operation of any of the Assets, the operation of any other business in which the Purchaser (or incurits subsidiary) shall engage, directly or indirectlythe sale, as a result ofdisposal, transportation, storage or use of products or raw materials in connection with the Business by Purchaser (or arising from: its subsidiary) after, but not on or before, the Closing Date, including, without limitation, product liabilities for products (iother than the Inventories) sold by Purchaser (or its subsidiary) after, but not on or before, the Closing Date (other than matters for which the Purchaser Indemnified Parties are entitled to be indemnified by Seller under Section 8.2), (d) the breach of any covenant of Purchaser contained herein or in the documents or instruments required to be delivered by Purchaser in connection with the transactions contemplated hereby, (e) any inaccuracy in, or breach of any representation or warranty of Purchaser contained in under this Agreement or any document or instrument required to be delivered by Purchaser in connection with the transactions contemplated hereby, (f) the matters for which Purchaser assumes liability under Sections 11 and 14, below, and (g) any certificate untrue statement or other document alleged information furnished by or on behalf of Purchaser pursuant to this Agreement; Section 4.12, above, and supplied in the Disclosure Statement (ii) or amendments or supplements thereto to which Purchaser shall have consented in writing), or any non-fulfilment omission or breach alleged omission to state therein a material fact necessary in order to make the statements made therein, in light of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of circumstances under which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilitiesthey were made, not misleading. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify, defend agrees to indemnify and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) Parties harmless from and against any and all Claims which may be made Losses incurred by or brought asserted against a Seller Indemnified Parties, Party due to or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising resulting from: (i) any 9.3.1. the breach of any representation or warranty of Purchaser contained set forth in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser delivered pursuant to this Agreement (provided, however, for purposes of this Article 9, except for the Fundamental Representations, solely for purposes of the calculation of Losses with respect to a breach of a representation or warranty, but not with respect to the determination as to whether a breach has occurred, such calculation of Losses shall be made without regard to any qualifications therein referencing “material”, “Material Adverse Effect” or any derivative thereof); 9.3.2. a violation or default by Purchaser of Purchaser’s covenants, obligations or agreements set forth in this Agreement or any of the agreements to be delivered pursuant to Sections 5.4.2 and 5.4.3 of this Agreement; (ii) any non-fulfilment 9.3.3. the Assumed Liabilities; 9.3.4. Sellers’ payment or breach satisfaction of any covenant or agreement on Assumed Liabilities (and only after a written request from Sellers for payment by Purchaser, and the part failure of Purchaser contained in this Agreement to pay or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) satisfy such Assumed Liability within 30 days after receipt of such written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachrequest); and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject 9.3.5. except to the following limitations: (i) extent arising from a matter as to which the obligations of Sellers have agreed to indemnify Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months 9.2 above, any Third Party Claim to the extent arising out of any act or omission of Purchaser that first arose after the Closing Date except with respect Date, including any such Third Party Claim related to bona fide Claims by Seller Indemnified Parties set forth the manner in written notices given by a Seller Indemnified Party to which Purchaser prior to such date; and (ii) first operates the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudBusiness after the Closing.

Indemnification by Purchaser. Subject to Section 8.1 (aGeneral Survival) and the other provisions of this Article, from and after the Closing Date, Purchaser shall indemnify, defend indemnify and hold harmless Seller and its directors Affiliates and officers Representatives (collectively referred to as collectively, the “Seller Indemnified Parties) Indemnitees”), from and against and in respect of any and all Claims which may be made or brought against Seller Indemnified PartiesLosses resulting from, arising out of, relating to, or which they may suffer imposed upon or incur, directly or indirectly, as a result incurred by any Seller Indemnitee by reason of, in connection with or arising from: (i) any inaccuracy in, failure to be true of or breach of any representation or warranty of Purchaser contained in this Agreement as of the date hereof or in as of the Closing as if made on and as of the Closing Date or any certificate or other document furnished by or on behalf of Purchaser pursuant Transaction Document to this Agreementwhich it is a party; (ii) any non-fulfilment or breach by Purchaser of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant other Transaction Document to the Transaction Documents and the non-fulfilment or breach of which remains uncured for it is a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachparty; and (iii) any Assumed Immigration Rights Liabilities. Subject to the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) terms of this ARTICLE VIII, no Seller Indemnitee shall be subject precluded from seeking indemnification under any of the preceding subparagraphs of this Section 8.2(b) solely by virtue of such Seller Indemnitee not being entitled to seek indemnification under any other subparagraph of this Section 8.2(b). Subject to the following limitations: (iterms of this Article VIII, no Seller Indemnitee shall be precluded from seeking indemnification under this Section 8.2(b) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims any specific representation or warranty solely by virtue of such Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party Indemnitee not being entitled to Purchaser prior seek indemnification with respect to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement any other specific representation or fraudwarranty.

Indemnification by Purchaser. (a) Purchaser shall indemnify, defend indemnify and hold harmless Seller Shareholder and its directors Webcat's directors, officers and officers employees (collectively referred to as collectively, the Seller "Webcat Indemnified Parties") harmless from and against against, and agrees promptly to defend each of the Webcat Indemnified Parties from and reimburse each of the Webcat Indemnified Parties for, any and all Claims which losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including reasonable attorney's fees and other legal costs and expenses) (singularly, a "Webcat Loss" or, collectively, the "Webcat Losses") that any of the Webcat Indemnified Parties may be made or brought against Seller Indemnified Parties, or which they may at any time suffer or incur, directly or indirectlybecome subject to, as a result of, of or in connection with or arising fromwith: (i) any breach or inaccuracy of any representation of the representations and warranties made by Purchaser in or warranty of Purchaser contained in this Agreement pursuant hereto, or in any instrument, certificate or other document furnished affidavit delivered by or on behalf of Purchaser pursuant to this Agreementat the Closing in accordance with the provisions hereof; (ii) any non-fulfilment failure by Purchaser to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or breach obligations hereunder or under any of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished documents and materials executed and delivered by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachhereto; and (iii) any suit, action or other proceeding arising out of, or in any way related to, any of the Assumed Liabilitiesmatters referred to in this Section 6.1(a). (b) Purchaser's obligations Notwithstanding any other provision hereof to the contrary, Purchaser shall not have any liability under Section 6.02(a6.1(a)(i) shall be subject to the following limitations: above (i) unless the obligations aggregate of all Webcat Losses for which Purchaser under Section 6.02(a)(iwould be liable but for this sentence exceeds, on a cumulative basis, an amount equal to $25,000 (the "Basket"), and then only to the extent of such excess, (ii) shall terminate thirty-six for amounts in excess of $1.5 million (36the "Cap"), in the aggregate, and (iii) months after the Closing Date except unless Shareholder has asserted a claim with respect to bona fide Claims by Seller Indemnified Parties the matters set forth in written notices given by a Seller Indemnified Party Section 6.1(a)(i), or 6.1(a)(iii) to Purchaser prior the extent applicable to such date; and (ii) Section 6.1(a)(i), within 12 months of the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudClosing Date.

Indemnification by Purchaser. (a) Subject to the provisions of this Article X, effective as of and after the Closing, the Purchaser shall indemnify, defend indemnify and hold harmless harmless, on an after Tax basis, Seller and its directors Affiliates (collectively, the “Seller Indemnified Parties”), from and officers (collectively referred to as against any and all Covered Losses incurred or suffered by any of the Seller Indemnified Parties) Parties to the extent resulting from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach of any representation of the Purchaser’s Representations and Warranties, (ii) any breach of any covenant or warranty agreement of Purchaser contained in this Agreement that survives the Closing, for the period it survives, (iii) any Specified Liability or (iv) any other Liability of or payable by any Seller Indemnified Party to the extent arising out of (A) the Purchased Entities (including their operation of the Business), whether accruing or arising prior to, on or after the Closing (other than Taxes imposed on the Purchased Entities with respect to any Pre-Closing Tax Period), or (B) the Business to the extent accruing or arising on or after the Closing (other than, in the case of this clause (B), any certificate such Liability to the extent accruing or other document furnished by arising solely from any actions or on behalf omissions of Purchaser Seller or its Affiliates after the Closing) (provided that any indemnification pursuant to this Agreement; clause (iiiv) any non-fulfilment shall be subject to, and shall not override or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or limit in any certificate furnished by or on behalf of Purchaser way, Purchaser’s rights to indemnification pursuant to Section 10.2(a)). Notwithstanding the Transaction Documents foregoing, the Purchaser’s obligation to indemnify and hold harmless the non-fulfilment or breach Seller Indemnified Parties under clause (iv) of which remains uncured for a period of thirty (30Section 10.4(a) days after receipt of written notice from shall not include any attorneys’ fees and any other litigation and/or defense costs incurred by the Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilitiesand/or its Affiliates. (b) Purchaser's obligations under Section 6.02(a) shall be subject With respect to the following limitations: any Liability incurred by or asserted against any Seller Indemnified Party that (i) arises out of the obligations Business and (ii) accrues or arises from any actions or omissions taking place before the Closing (such Liabilities, the “Pre-Closing Business Liabilities”), the Purchaser agrees to (and to cause its Affiliates (including the Purchased Entities) to) reasonably cooperate with the Seller to, and use reasonable best efforts to, seek recovery for such Liability under the R&W Insurance Policy (to the extent coverage is available therefor under such policy) or other insurance policy available to Purchaser or the Purchased Entities, and Purchaser shall, and shall cause its Affiliates to, pay to Seller all amounts recovered from the R&W Insurance Policy or such other insurance policy in connection with said Liability net of any costs, taxes and expenses incurred by Purchaser and its Affiliates in obtaining such recovery under the R&W Insurance Policy or other insurance policy. Furthermore, and for so long as the Seller or any of its Affiliates is subject to any Proceeding in connection with any Pre-Closing Business Liability, the Purchaser shall, and shall cause its Affiliates (including the Purchased Entities) to, reasonably cooperate with Seller and its counsel in the contest or defense against such Proceeding, in providing evidence of the transfer of the ownership of the Business to the Purchaser effected by means of this Agreement and in causing the applicable third party to withdraw its claim against Seller or its Affiliates (on the understanding that such cooperation shall never imply that the Purchaser or its Affiliates (including the Purchased Entities) shall assume or be responsible for any attorneys’ fees and any other litigation and/or defense costs incurred by the Seller and its Affiliates). (c) Notwithstanding anything in this Agreement to the contrary, the cumulative indemnification obligation of Purchaser under Section 6.02(a)(i10.4(a)(i) shall terminate thirty-six (36in no event exceed the Cap; provided, however, that, notwithstanding the foregoing, the cumulative indemnification obligation of Purchaser under Section 10.4(a)(i) months after for breaches of Purchaser Fundamental Representations shall in no event exceed the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; andPurchase Price. (iid) the maximum aggregate No limitation on liability of Purchaser set out in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudshall apply where there has been Fraud in relation to the matter giving rise to a claim.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall will indemnify, defend and hold harmless Seller and its directors his Representatives and officers Affiliates (collectively referred to as collectively, the “Seller Indemnified PartiesPersons”) from and against all Claims which may be made for any Damages sustained or brought against incurred by any Seller Indemnified PartiesPerson to the extent relating to, resulting from or arising out of, or which they may suffer or incur, directly or indirectly, as a result any allegation by any third party of, in connection with or arising from: (ia) any breach of or inaccuracy in any representation or warranty of made by Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (iib) any non-fulfilment breach or breach nonfulfillment by Purchaser of any covenant or agreement on the part obligation of Purchaser contained in this Agreement; or (c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Purchaser (or any of its Representatives) in connection with any of the transactions contemplated herein. (d) any claims related to the business, ownership and operations of the Company or any Business Facility that accrue after the Closing Date. (e) [Intentionally Omitted] Except in cases of claims of, or causes of action arising from, fraud or willful or criminal misconduct, and except as otherwise provided for in this Agreement, Seller acknowledges that his sole and exclusive remedy after the Closing with respect to any and all claims and Damages relating to this Agreement or in and any certificate furnished by or on behalf of Purchaser transactions contemplated herein shall be pursuant to the Transaction Documents and the non-fulfilment indemnification provisions set forth in this Article. With respect to matters not involving Proceedings brought or breach of which remains uncured for a period of thirty asserted by third parties, within ten (3010) days after receipt of written notice notification from the Seller Indemnified Persons supported by reasonable documentation setting forth in reasonable detail the nature of the circumstances entitling the Seller Indemnified Persons to indemnity hereunder, Purchaser, at no cost or expense to the Seller Indemnified Persons, shall diligently commence resolution of such non-fulfilment matters in a manner reasonably acceptable to the Seller Indemnified Persons and shall diligently and timely prosecute such resolution to completion. If Purchaser, within ten (10) days after its receipt of such notice (or breach; and such shorter time as may be necessary under the circumstances), fails to diligently commence resolution of such matters in a manner reasonably acceptable to the Seller Indemnified Persons, the Seller Indemnified Persons shall have the right to undertake all appropriate and reasonable actions to resolve or otherwise address such matters at the sole expense of Purchaser to the extent such matters are subject to indemnification under this Section 5.3. With respect to those claims that Purchaser is not disputing in good faith and that may be satisfied by payment of a liquidated sum of money, including, without limitation, claims for reimbursement of expenses incurred in connection with any circumstances entitling the Seller Indemnified Persons to indemnity hereunder, Purchaser shall pay the full amount so claimed to the extent supported by reasonable documentation within fifteen (iii15) days of such resolution. If Purchaser disputes its Liability in connection with such claim, it shall pay any undisputed part of such Liability and Seller and Purchaser shall have thirty (30) days to resolve any remaining dispute. If litigation or any other Proceeding is commenced between Purchaser and any Seller Indemnified Person, the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) prevailing party in such litigation or other Proceeding shall be subject entitled to recover all reasonable costs and expenses incurred in connection with such litigation or other Proceeding, including, without limitation, attorneys’ fees. If litigation or any other Proceeding is commenced or threatened by any third party for which the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party Persons are entitled to Purchaser prior to such date; and (ii) indemnification under this Section 5.3, the maximum aggregate liability provisions of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) 5.4 shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudcontrol.

Indemnification by Purchaser. (a) Subject to the terms and conditions of Section 2.1 above and of this Article 11, Purchaser shall indemnifyindemnify and save Seller, defend its shareholders, officers, directors or employees (collectively, the "Seller" as used in this Article 11) harmless from and hold harmless Seller against any and all losses, claims, damages, liabilities, costs, expenses or deficiencies including, but not limited to, reasonable attorneys' fees and other costs and expenses reasonably incident to proceedings or investigations or the defense or settlement of any claim or claims, incurred by or asserted against Seller, due to or resulting from: (i) Purchaser's ownership or use of the Selected Assets or Assumed Contracts at any time after the Effective Closing Date; (ii) any incident, occurrence, condition or claim existing, arising or accruing after the Effective Closing Date and relating to Purchaser's ownership or use of the Selected Assets or Assumed Contracts; (iii) Purchaser's default of any of its directors and officers obligations under the Assumed Liabilities or (iv) a breach by Purchaser of any of its representations, warranties or covenants contained in this Agreement. The foregoing are collectively referred to as "Indemnifiable Damages"; provided however, that Seller shall not assert a claim against Purchaser for Indemnifiable Damages unless the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature aggregate of such non-fulfilment or breachdamages exceeds $50,000.00 (the "Indemnity Threshold"). In the event the aggregate amount of claims exceeds the Indemnity Threshold, then Seller shall be entitled to recover from Purchaser all of its Indemnifiable Damages; and (iii) the Assumed Liabilities. (b) provided, however, that Purchaser's obligations liability under this Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) 11.2 shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud200,000.00.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnifyindemnify the Seller, defend its respective Affiliates, and each of their respective officers, directors and employees (the “Seller Indemnitees”) against and hold them harmless from any Losses suffered or incurred by any Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, Indemnitee directly or indirectly, as a result of, in connection with or arising from, relating to or otherwise in respect of: (i) any breach as of the Closing Date of any representation Purchaser Warranty as though made on the Closing Date (unless any such Purchaser Warranty expressly relates to an earlier date) or warranty covenant of the Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment guarantee or breach obligation to assure performance given or made by the Seller or any Affiliate of the Seller with respect to any covenant obligation of the Company or agreement any of its Subsidiaries identified in Schedule 7.02(ii) as at the date of this Agreement; (iii) all obligations and liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the part Closing Date, of Purchaser the Company or any of its Subsidiaries, including any such obligations or liabilities contained in any Contracts or any agreement, lease, license, permit, plan or commitment that is identified in Schedule 7.02(ii) as at the date of this Agreement Agreement; (iv) any Claim that any action of the Purchaser after Closing gave rise to any severance or other benefits to an Employee under any Contract disclosed in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachDisclosure Documents; and (iiiv) any fees, expenses or other payments incurred or owed by Purchaser to any financing source, brokers, financial advisors, attorneys, accountants, consultants or comparable other Persons retained or employed by it in connection with the Assumed Liabilitiestransactions contemplated by this Agreement. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) Subject to the limitations set forth in this Article X, from and after the Closing, Purchaser shall indemnifyindemnify Sellers and their Representatives, defend Subsidiaries, direct and indirect parent companies, shareholders, partners, members, managers, officers and directors (the “Seller Indemnitees”) and save and hold each of them harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made any Losses suffered, incurred or brought against Seller Indemnified Parties, or which they may suffer or incurpaid, directly or indirectly, by them as a result of, in connection with arising out of, or arising fromrelated to: (ia) any breach failure of any representation or warranty of made by Purchaser contained in this Agreement (whether or not contained in Article V) or in any schedule, exhibit or certificate or other document furnished by or on behalf of Purchaser delivered pursuant to this AgreementAgreement to be true and correct in all respects (without giving effect to any “material”, “materially”, “materiality”, “material adverse effect” or “material adverse change” qualification contained in any such representation or warranty) on and as of the date of this Agreement and on and as of Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct in all respects as of such specified date); (iib) any non-fulfilment or breach of any covenant or agreement on the part of by Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachAgreement; and (iiic) any guarantee, covenant, indemnity, bond or similar assurance provided by Casella or any of its Affiliates (other than the Assumed Liabilities. Companies and their Subsidiaries) securing obligations of the Companies or their Subsidiaries, but solely to the extent of the portion of such Loss caused by events following the Closing Date. For the avoidance of doubt, Purchaser’s obligations to indemnify and hold harmless Seller Indemnitees pursuant to clauses (b) Purchaser's obligations under Section 6.02(aand (c) shall be subject to of the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) immediately preceding sentence shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches terminate until the full performance of this Agreement or fraudthe relevant covenants in accordance with their terms.

Indemnification by Purchaser. (a) Subject to the provisions of Sections 7.2(b) and 7.4 below, Purchaser shall indemnifyindemnify Sellers and their Affiliates and each of their respective stockholders, defend officers, directors, employees and representatives (each a "Seller Indemnitee") against, and hold each Seller Indemnitee harmless Seller from, any and its directors and officers (collectively referred all Losses incurred, suffered, sustained or required to as the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incurpaid, directly or indirectly, as a result ofby or sought to be imposed upon, in connection with such Seller Indemnitee resulting from, related to or arising from: out of (i) any inaccuracy in or breach of any of the representations, warranties or covenants made by Purchaser in or pursuant to this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection with the Closing of the transactions contemplated hereunder, and (ii) operation of the Business following the Closing Date, including assumption of the Assumed Liabilities and operation of the Purchased Assets. (b) No Seller Indemnitee shall be entitled to indemnification pursuant to this Section 7.2 in respect of an inaccuracy in or breach of any representation or warranty warranty, until such time as the Losses of all Seller Indemnitees exceed Fifty Thousand Dollars ($50,000) ("Purchaser's Basket") in the aggregate; provided that all claims by Seller Indemnitees for indemnification shall accrue in the aggregate until the Losses of all Seller Indemnitees exceed the Purchaser's Basket and thereupon Purchaser contained shall become obligated to indemnify the Seller Indemnitees only for the amount by which all such claims exceed Purchaser's Basket. In no event shall Purchaser's indemnification obligations in this Agreement or Section 7.2 in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; the aggregate exceed Five Hundred Thousand Dollars (ii$500,000) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities"Purchaser's Cap"). (bc) Purchaser's obligations under Each Seller Indemnitee shall promptly give written notice to Purchaser of the assertion by any Person of any claim, action, suit or proceeding with respect to which Purchaser is obligated to provide indemnification hereunder; provided, however, that the rights of a Seller Indemnitee to be indemnified hereunder shall only be affected by the failure to give such notice if and to the extent such failure prejudices Purchaser in the defense of such third party claim. Amounts due with respect to Losses covered by this Section 6.02(a) 7.2 shall be paid promptly after delivery of reasonably documented written notice of the amount of Losses incurred, subject to the provisions of Section 7.2(b), if applicable. Purchaser shall have the right, but not the obligation, to contest, defend or litigate, and to retain counsel of its choice in connection with, any claim, action, suit or proceeding by any third party alleged or asserted against a Seller Indemnitee that is subject to indemnification by Purchaser hereunder, and the cost and expense thereof shall be subject to the following limitations: (i) the indemnification obligations of Purchaser under Section 6.02(a)(i) hereunder; provided, that each Seller Indemnitee shall terminate thirty-six (36) months after have the Closing Date except with respect right and option to bona fide Claims by Seller Indemnified Parties set forth in written notices given by participate in, but not control, the defense of such action at its own expense; and provided, further, that if Purchaser elects not to defend any such action or if a Seller Indemnified Party Indemnitee shall have defenses not available to Purchaser and if counsel to Seller shall in a written opinion advise that common representation is not appropriate, then such Seller Indemnitee shall be entitled, at its option through counsel of its choice, but at Purchaser's expense, to assume and control the defense of such action. Neither any Seller Indemnitee, on one hand, nor Purchaser, on the other hand, shall be entitled to settle or compromise any such claim, action, suit or proceeding without the prior to written consent of such date; and (ii) Seller Indemnitee or Purchaser, as the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) case may be, which consent shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudbe unreasonably withheld.

Indemnification by Purchaser. As of the date hereof, the Purchaser shall: (a) Purchaser shall indemnifybe liable to the Vendor for all losses, defend costs, damages, and hold harmless Seller expenses whatsoever, which the Vendor may suffer, sustain, pay or incur; and (b) indemnify and save the Vendor and its directors directors, officers, servants, agents and officers (collectively referred to as the Seller Indemnified Parties) employees harmless from and against all Claims claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be made or brought against Seller Indemnified Partiesor suffered by the Vendor its directors, officers, servants, agents or employees or which they may suffer sustain, pay or incur, directly or indirectly, ; as a direct result of any matter or thing arising out of, in connection resulting from, attributable to or connected with the Assets and occurring subsequent to the date hereof, except any losses, costs, damages, expenses, claims, liabilities, actions, proceedings, and demands to the extent that the same either are reimbursed (or arising from: (ireimbursable) any breach by insurance maintained by the Vendor or are caused by the gross negligence or willful misconduct of the Vendor, its directors, officers, servants, agents or employees. The acceptance of liability and the indemnity granted by the Purchaser herein, however, does not provide either an extension of any representation or warranty of Purchaser contained in this Agreement Article 5 or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except an additional remedy with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by the Purchaser’s breach of such a Seller Indemnified Party to Purchaser prior to such date; and (ii) representation or warranty. Notwithstanding any provision herein, the maximum aggregate liability of the Purchaser in and the indemnity herby granted by the Purchaser to the Vendor shall only apply wit respect of Claims to claims made under Section 6.02(a)(iwithin one (1) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudyear following the date hereof.

Indemnification by Purchaser. (a) Subject to the terms and conditions of this Article 8, as Seller's sole and exclusive remedy (in contract, tort or otherwise but excluding claims relating to fraud) in connection with the transactions contemplated by this Agreement, and notwithstanding the Closing and regardless of any investigation at any time made by or on behalf of Seller or of any knowledge or information that Seller may have, Purchaser shall indemnify, defend agrees to indemnify and hold harmless the Seller and its directors present and officers future Affiliates (collectively referred to as collectively, the "Seller Indemnified Parties") from harmless from, against and against in respect of any and all Claims which may be made damages, losses, liabilities, claims, deficiencies or brought against Seller Indemnified Partiesexpenses resulting from, or which they may suffer or incur, directly or indirectly, as a result arising out of, in connection any of the following (collectively "Seller Claims," and together with or arising from:the Purchaser Claims, the "Claims"): (i) any breach of any representation or warranty of the representations and warranties made by Purchaser contained in this Agreement or in any certificate delivered to Seller in connection with the Closing; (ii) the nonfulfillment of any covenant or other document furnished by or on behalf agreement of Purchaser pursuant to this Agreement; (ii) any non-fulfilment , other than Purchaser's obligations under Article 7 or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachArticle 10; and (iii) Purchaser's ownership and operation of the Assumed LiabilitiesAcquired Assets or the Business after the Closing Date or Purchaser's obligations under Article 7 or Article 10 of this Agreement; (iv) together with any and all actions, suits, claims, proceedings, investigations, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable audit and legal fees) incurred by a Seller Indemnified Party in connection therewith. (b) Purchaser's obligations pursuant to this Section 8.2 shall, in the case of Seller Claims under Section 6.02(a) shall be 8.2(a)(i), terminate on the one-year anniversary of the Closing Date. Notwithstanding the preceding sentence, but subject to the following limitations:remainder of Section 8.2, any Seller Claim under Section 8.2(a)(i) made in accordance with Section 8.3 prior to the expiration of such survival period shall survive until resolved. (ic) the obligations of Purchaser Level 3 guarantees Purchaser's timely performance under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud8.2.

Indemnification by Purchaser. (a) 10.5.1 From and after the Closing Date, Purchaser shall shall, subject to the provisions of this Article X, indemnify, defend and hold harmless Seller Prestolite and its directors and officers (collectively referred to as the Seller Indemnified Parties) Affiliates harmless from and against any and all Claims which may be made Liabilities (other than the Excluded Liabilities) that are actually suffered or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or incurred by Prestolite arising from: (ia) any The failure of Purchaser to assume, pay, perform and discharge the Assumed Liabilities; (b) Any inaccuracy or breach of any representation and warranty, covenant, obligation or warranty agreement of Purchaser contained in this Agreement Agreement, the Purchase Documents or in any certificate or other document furnished delivered by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on at the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachClosing; and (iii) the Assumed Liabilities. (bc) Purchaser's obligations under Section 6.02(a) shall be subject to operation of the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months Business on or after the Closing Date except with respect or arising out of Purchaser's use, ownership or possession of the Acquired Assets or occupancy or operation of any of the Facility on or after the Closing Date. 10.5.2 Purchaser's obligation to bona fide Claims by Seller Indemnified Parties set forth indemnify Prestolite for breaches of its representations and warranties will, in written notices given by each instance, survive for the same time period as the underlying representation and warranty, unless Prestolite notifies Purchaser of a Seller Indemnified Party to Purchaser breach prior to the conclusion of such date; and time period, in which case Prestolite is entitled to seek indemnification for such breach. Purchaser's obligation to indemnify Prestolite in accordance with this Article X for the Acquired Assets, Acquired Liabilities or breaches of covenants (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(iincluding, without limitation, Sections 10.5.1(a), (b) and 6.02(a)(ii(c)) shall not exceed Fifty Million Dollars ($50,000,000)will survive indefinitely. The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.-------------------------------

Indemnification by Purchaser. (a) Purchaser Purchasers, the Company and the Company Subsidiaries, jointly and severally, shall indemnify, defend and hold harmless Seller harmless: (a) Vitro and each of its directors Affiliates, officers, directors, employees, shareholders, agents (including accountants and officers attorneys), successors and permitted assigns (collectively referred to as all of which, for purpose of this Section 8.3 shall be included in the Seller Indemnified Partiesdefined term Vitro for purposes of this Section 8.3) from and against all Claims which may be made any Losses incurred by Vitro arising out of, relating to or brought against Seller Indemnified Partiesconstituting any breach or misrepresentation of, or which they may suffer inaccuracy or incurfalse statement in, directly or indirectly, as a result of, in connection with or arising from: (i) any breach of any representation or warranty set forth in Article 3; (b) Vitro from and against any Losses incurred by Vitro arising out of Purchaser contained in or relating to any breach by Purchasers of any covenant under this Agreement or in any certificate or other document furnished by or on behalf provided, that (i) recovery shall be permitted under this Section 8.3(b) only for material breaches of Purchaser pursuant Section 7.5 and (ii) the covenants of the Transition Services Agreement shall not be considered to be covenants of this Agreement; (iic) Vitro from and against any non-fulfilment Losses incurred by Vitro or breach its Affiliates arising out of or relating to those guarantees and obligations to assure performance given or made by Vitro with respect to any covenant obligation of the Company or agreement any Company Subsidiary and specifically listed on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant Schedule 8.3(c) to the Transaction Documents and extent that the non-fulfilment or breach of which remains uncured for a period of thirty (30) days liability under the guarantee arises after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachClosing; and (iiid) Vitro from and against any Losses incurred by Vitro arising out of or relating to any claim asserted against, or any liability or obligation of, Purchasers, the Assumed LiabilitiesCompany or any Company Subsidiaries. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) Subject to the other provisions of this Section 6.1, from and after the Closing Date, Purchaser shall indemnifyindemnify Parent (which, defend and hold harmless Seller and its directors and officers (collectively referred to as for the Seller Indemnified Partiespurposes of this Section 6.1(c) shall include the Non-FS Subsidiaries) from and against and in respect of any and all Claims Losses incurred by Parent (which, for the purposes of this Section 6.1(c) shall include the Non-FS Subsidiaries), which may be made imposed on, sustained, incurred or brought suffered by or assessed against Seller Indemnified PartiesParent (which, or which they may suffer or incurfor the purposes of this Section 6.1(c) shall include the Non-FS Subsidiaries), directly or indirectly, as a result of, in connection with to the extent relating to or arising fromout of: (i) any breach of any representation of the representations or warranty warranties of Purchaser contained in this Agreement Article III or in any certificate or other document furnished by or on behalf of Purchaser the Officer's Certificate delivered at Closing pursuant to this AgreementSection 5.3(c); (ii) any non-fulfilment failure by Purchaser to perform or breach of any covenant or agreement on the part of Purchaser comply with its covenants and agreements contained in this Agreement or (excluding any covenant contained in any certificate furnished by or on behalf Section 4.6 for which the exclusive remedy of Purchaser Parent shall be indemnification pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; andSection 4.6); (iii) the Assumed Liabilities. use of any Parent Name (bas defined below) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months from and after the Closing Date Date, except with respect for any Losses arising out of any Claim that the use of such Parent Name as such name was used by the FS Subsidiaries prior to bona fide Claims by Seller Indemnified Parties Closing infringes the trademark of any third Person; or (iv) except as otherwise set forth in written notices given Section 4.6, the Assumed Liabilities or the businesses, operations, assets or liabilities of any FS Subsidiary, including, without limitation, any liabilities assumed by a Seller Indemnified Party to Purchaser prior to such date; and (ii) any FS Subsidiary under the maximum aggregate liability of Purchaser agreements entered into in connection with the Reorganization and any Defaults by any FS Subsidiary under any Real Property Leases in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall which the landlord has not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply released Parent, whether such Losses relate to wilful breaches or arise out of this Agreement events, occurrences, actions, omissions, facts or fraudcircumstances occurring, existing or asserted before, on or after the Closing Date.

Indemnification by Purchaser. (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 10.3(b)), Purchaser shall indemnify, defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) Parties harmless from and against any and all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, Losses directly or indirectlyindirectly based upon, as a result arising out of, in connection with resulting from or arising fromrelating to: (i) any breach of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any agreement, covenant or agreement on the part obligation of Purchaser contained set forth in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; andAgreement; (iii) the Assumed Liabilities; and (iv) the operation of the Business and the Assets on and after the Closing Date (other than Retained Liabilities). (b) Notwithstanding anything contained in Section 10.3(a) to the contrary, Purchaser's obligations under Section 6.02(a) obligation to indemnify, defend and hold the Seller Indemnified Parties harmless shall be subject to the following limitationslimited as follows: (i) No claim may be asserted nor may any action be commenced against Purchaser pursuant to Section 10.3(a) unless written notice of such claim or action is received by Purchaser describing in detail the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except facts and circumstances with respect to bona fide Claims by Seller Indemnified Parties the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in written notices given Section 10.1, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; (ii) For purposes of computing the aggregate amount of claims against Purchaser the amount of each claim by a Seller Indemnified Party shall be deemed to be an amount equal to, and any payments by Purchaser prior pursuant to Section 10.3(a) shall be limited to, the amount of Losses that remain after (A) deducting therefrom, (1) any insurance proceeds and any indemnity, contributions or other similar payment payable by any Third Party with respect thereto, and (2) any Tax benefit realized by a Seller Indemnified Party or any Affiliate therefor with respect to the Losses or items giving rise to such date; and claim for indemnification, and (iiB) adding thereto any Tax cost realized by a Seller Indemnified Party or any Affiliate thereof with respect to any payments to be made pursuant to Section 10.3(a) (as determined after the application of Section 10.3(b)(ii)(A)(1)). For purposes of this Section 10.3(b)(ii), "Tax benefits" shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any present or future deduction, expense, loss, increase in asset basis, credit or refund realized by a Seller Indemnified Party or any Affiliate thereof, and "Tax cost" shall mean the present value (determined using the applicable long-term federal rate as defined in Section 1274(d) of the Code, or any successor provision) of any past, present or future income, gain, loss of deduction, or decrease in asset basis realized by a Seller Indemnified Party, or any Affiliate thereof. The amount of the Tax benefits and Tax costs shall be determined by assuming (1) the Seller Indemnified Party or any Affiliate thereof, as the case may be, is, and will continue to be, in the maximum aggregate liability United States federal income tax bracket after any deduction reportable with respect to a payment hereunder, and (2) the effective state and local income tax rate, or, as the case may be, corporation tax rate of Purchaser in respect of Claims made under Section 6.02(a)(i) the Seller Indemnified Party or any Affiliate thereof, as the case may be, is, and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply will continue to wilful breaches of this Agreement or fraudbe, its effective rate for the most recent prior taxable year for which such information is available.

Indemnification by Purchaser. (a) Purchaser shall indemnifyagrees, subject to the other terms and conditions of this Article IX (and, with respect to Taxes, Article VII), to indemnify and defend Seller and its Affiliates, and their respective officers, directors, employees, agents, successors and assigns (each, a "Seller Indemnified Party") against and hold them harmless from all Liabilities, losses, damages, claims, interest, and remediation and other costs and expenses (including reasonable attorney's fees and expenses), whether or not involving a third party claim, (collectively, "Losses") incurred by them or threatened against them (with respect to any threatened Loss, so long as same remains only a threatened Loss, it is understood and agreed that (i) the indemnification and hold harmless Seller obligations shall apply only for actually incurred out-of-pocket expenses and its directors and officers (collectively referred to as ii) the Seller Indemnified Partiesdefense obligations shall apply) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result arising out of, in connection with relating to or arising from: otherwise consisting of (i) any the breach of any representation or warranty of Purchaser contained or any Purchaser Affiliate made or deemed made in this Agreement (and, for all purposes of this Article IX, all representations and warranties made in this Agreement shall be deemed made at the Closing as fully as if completely repeated on the Closing, without giving effect to any disclosures in any officers certificate or otherwise or any other knowledge of Seller or Centerpulse) and/or in any Transaction Agreement, (ii) the breach of any covenant or agreement of Purchaser or any Purchaser Affiliate in this Agreement or in any certificate Transaction Agreement and (iii) except for any claims or other document furnished matters with respect to which Centerpulse, or Seller or any Seller Affiliate is obligated to indemnify any Purchaser Indemnified Party under Section 9.03 or Article VII of this Agreement or under any Transaction Agreement, the conduct of the business of the Valves Business to the extent related to the period following the Closing provided further that it is understood and agreed that Purchaser shall not be obligated to indemnify any Seller Indemnified Party in respect of any Indemnifiable Liabilities or Excluded Liabilities or in respect of any product liabilities. Notwithstanding anything in this Article IX to the contrary, no claim may be asserted against Purchaser pursuant to Section 9.02(a)(i), unless written notice of such claim is received by Purchaser describing in reasonable detail the basis for the claim on or prior to the date on which the representation or warranty on which such claim is based ceases to survive as set forth in Section 9.01. (b) Notwithstanding anything in this Agreement to the contrary, no claim may be made against Purchaser pursuant to Section 9.02(a)(i) with respect to any individual item of Loss or items of Losses, unless the aggregate of all such Losses incurred by the Seller Indemnified Parties referred to in Section 9.02(a)(i) shall exceed $1,000,000 (the "Purchaser's Threshold Amount"), and Purchaser shall not be required to pay or be liable for the amount equal to the first $1,000,000 in aggregate amount of any such Losses. Notwithstanding anything in this Agreement to the contrary, no Seller Indemnified Party shall be indemnified pursuant to Section 9.02 if, and to the extent that, the aggregate of all Losses of the Seller Indemnified Parties for which the Purchaser Indemnified Parties previously shall have received indemnification pursuant to Section 9.02 shall have exceeded Thirty-Six Million Dollars ($36,000,000). (c) Payments by Purchaser pursuant to Section 9.02(a) shall be limited to the amount of any Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually recovered by the Seller Indemnified Parties from any third party with respect thereto. The amounts for which Purchaser shall be liable shall be decreased by any net tax benefits actually realized by the Seller Indemnified Party or any Affiliate (i.e., by actual reduction of taxes paid or actual increase in taxes refunded) attributable to such Indemnifiable Claim. (d) Seller Indemnified Party shall give Purchaser prompt written notice of any claim, assertion, event or proceeding by or in respect of a third party of which such Seller Indemnified Party has knowledge concerning any Loss as to which such Seller Indemnified Party may request indemnification hereunder; provided, however, that the failure to give such notice shall not relieve Purchaser from any obligation or other Liability pursuant to this Section 9.02 unless and only to the extent Purchaser is materially prejudiced thereby. Purchaser shall have the right to assume, through counsel reasonably acceptable to Seller, the defense or settlement of any such claim or proceeding at its own expense. If Purchaser elects to assume the defense of any such claim or proceeding, the Seller Indemnified Party may, subject to Section 5.13, participate in such defense, but in such case the expenses of the Seller Indemnified Party shall be paid by such Seller Indemnified Party, the Seller Indemnified Party shall provide Purchaser with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with Purchaser in the defense or settlement thereof, and Purchaser shall reimburse such Seller Indemnified Party for all the reasonable out-of-pocket expenses of such Seller Indemnified Party in connection therewith; provided, however, that neither any Seller Indemnified Party nor Purchaser shall be required pursuant to this Section 9.02 to disclose any privileged information or any attorney work product. If Purchaser elects to assume the defense of any such claim or proceeding, the Seller Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability, unless Purchaser consents in writing to such payment, such consent not to be unreasonably withheld, or unless Purchaser withdraws from or fails to continue the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of Purchaser is entered against the Seller Indemnified Party for such liability. If Purchaser shall fail to undertake or effectively continue any such defense, the Seller Indemnified Party shall have the right to undertake the defense or settlement thereof, at Purchaser's expense. If a Seller Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Agreement;Section 9.02(d) and proposes to settle such claim or proceeding prior to a final judgment thereon or to forego any appeal with respect thereto, then the Seller Indemnified Party shall give Purchaser prompt written notice thereof and Purchaser shall have the right to consult as to the settlement but not to assume or reassume the defense of such claim or proceeding. Notwithstanding the foregoing, if such settlement contains any provisions which may be adverse in any material respect to the Indemnified Party, the Indemnifying Party shall not settle any matter that it is responsible to indemnify for under this Agreement without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, it being agreed that solely the payment of money shall not be deemed to be adverse in any material respect. (iie) Centerpulse and Seller hereby acknowledge and agree that (except in the case of fraud, in which case Centerpulse and Seller reserves any non-fulfilment and all rights and remedies available to it) its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement and the transactions contemplated hereby shall be pursuant to the indemnification provisions set forth in Article VII and in this Article IX, specific performance and/or injunctive relief as contemplated by Section 11.14 and Section 2.07. In furtherance of the foregoing, except for the rights and remedies referred to in the preceding sentence, Centerpulse and Seller hereby waive, to the fullest extent permitted under applicable Law, any and all rights, including claims and causes of action, it may have against Purchaser or breach any of its Affiliates arising under or based upon any covenant Law (including, without limitation, any such rights, claims or agreement on causes of action arising under or based upon common law or otherwise) with respect to any and all claims relating to the part subject matter of Purchaser contained this Agreement and the transactions contemplated hereby (except in the case of fraud, in which case Centerpulse and Seller reserve any and all rights and remedies available to it). (f) Except as set forth in this Agreement or in any certificate furnished by Transaction Agreement, Purchaser is not making any representation, warranty, covenant or on behalf of Purchaser pursuant agreement with respect to the Transaction Documents and matters contained herein. Anything herein to the non-fulfilment or contrary notwithstanding, no breach of which remains uncured for a period any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of thirty (30) days Seller, after receipt the consummation of written notice from Seller setting forth in reasonable detail the nature purchase and sale of such non-fulfilment the Shares as contemplated by this Agreement, to rescind this Agreement or breach; and (iii) any of the Assumed Liabilitiestransactions contemplated hereby. (bg) Purchaser's obligations under Section 6.02(a) shall be subject Notwithstanding anything to the following limitations: (i) the obligations of contrary contained herein, Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect not be liable to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a or otherwise be responsible to any Seller Indemnified Party for consequential, incidental or punitive damages or for diminution in value or lost profits that arise out of or relate to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudthe performance or breach thereof except that Purchaser shall be liable and responsible for reasonably foreseeable Losses (other than lost profits and/or diminution in value and other consequential damages) that directly arise out of or otherwise relate to the subject matter of the Indemnifiable Claim (e.g. a leaking roof, which for the purposes of this example, would breach a representation, which leak damages equipment, which at the Closing was not damaged, would result in a claim for the roof repair and the equipment repair).

Indemnification by Purchaser. (a) Subject to Sub-Sections 10.1 and 10.6, Purchaser shall agrees to indemnify, defend and hold harmless Seller and its directors Seller's Affiliates, and officers (collectively referred to as the Seller Indemnified Parties) their respective directors, officers, employees, shareholders, representatives, and agents from and against any and all Claims which may be made Losses arising out of or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result by reason of, in connection with or arising from: : (ia) any facts, circumstances or events constituting an inaccuracy, misrepresentation or breach of any representation or warranty made by Purchaser in this Agreement or any document delivered by Purchaser to Seller pursuant to the terms of this Agreement in connection with the Closing of the transactions contemplated by this Agreement, regardless of whether the inaccuracy, misinterpretation or breach was deliberate, reckless, negligent, innocent or unintentional, except with respect to which Purchaser can demonstrate was Known to Seller at the time of delivery at Closing (and Seller hereby agrees not to institute any action or make any claim with respect to such Known matters). Nothing in this Paragraph 10.3(a) shall relieve Purchaser of its indemnification obligations with respect to the items mentioned in Paragraphs 10.3(b), (c) and/or (d); (b) any facts, circumstances or events constituting a material breach or non-performance of any covenant (the indemnity obligation set forth in Paragraph 10.3(c) below to be deemed to be a covenant of Purchaser contained without expiration) or agreement made to be performed by Purchaser in this Agreement or in any certificate or other document furnished delivered by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser Seller pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches terms of this Agreement in connection with the Closing of the transactions contemplated by this Agreement, regardless of whether the breach or fraud.non-performance was deliberate, reckless, negligent, innocent or unintentional;

Indemnification by Purchaser. Solely for the purpose of indemnification in this Section 9.3, the representations and warranties of Purchaser in this Agreement with respect to the Terminals Closing shall be deemed to have been made without regard to any materiality or Terminals Material Adverse Effect qualifiers. Subject to Sectxxx 0X.0, Xxxxxxxxx xxxees to indemnify Seller, its officers, directors, its Affiliates after the Terminals Closing, successors and assigns (a) Purchaser shall indemnify, defend and hold harmless Seller and its directors and officers (collectively referred to as the "Terminals Seller Indemnified Parties") from against, and against all Claims which may be made or brought against agrees to hold the Terminals Seller Indemnified PartiesParties harmless from, any and all Losses incurred or which they may suffer or incur, directly or indirectly, as a result of, in connection with or suffered by any Terminals Seller Indemnified Party arising fromout of any of the following: (ia) any breach of or any inaccuracy in any representation or warranty made by Purchaser in Article 3 of Purchaser contained in this Agreement or any Related Agreement or any document delivered by Purchaser at the Terminals Closing; provided, that Purchaser shall have no liability under this Section 9.3(a) for any breach of or inaccuracy in any certificate representation or other document furnished by or on behalf warranty unless, in the case of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant all representations and warranties with respect to the Transaction Documents Terminals Closing, except for Terminals Title and Authorization Warranties and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting representation and warranty set forth in reasonable detail Section 3.2, a notice of the nature Terminals Seller Indemnified Party's claim is given to Purchaser not later than the close of such non-fulfilment or breach; and (iii) the Assumed Liabilities.business on January 1, 2002; (b) Purchaser's obligations under Section 6.02(a) shall be subject any breach of or failure by Purchaser to perform any covenant, obligation or other agreement of Purchaser set out in this Agreement and relating to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Terminals Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this or any Related Agreement or fraud.any document delivered by Purchaser at the Terminals Closing;

Indemnification by Purchaser. (a) From and after the Closing (in the case of clauses (1), (2) and (3) below) and from and after the applicable Purchase Agreement Closing (in the case of clause (4) below), Purchaser shall indemnify, defend and hold harmless Seller from, against and in respect of any Losses imposed on, sustained, incurred or suffered by Seller or any of its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified PartiesAffiliates, or which they may suffer its or incurtheir respective directors, directly or indirectlyofficers, employees, and their heirs, successors and permitted assigns, each in their capacity as a result such in respect of, in connection with or arising from: (i1) (A) any breach of or inaccuracy in any of the Purchaser Fundamental Representations, (B) any breach of or inaccuracy in any of the other representations or warranties made by Purchaser in Article III or in the certificate delivered by Purchaser pursuant to Section 5.02(c), it being understood that for purposes of this Section 6.03(a)(1), any qualification as to materiality in the text of any representation or warranty set forth in this Agreement or in the Purchase Agreements (whether by reference to “material,” “material adverse effect” or otherwise) (other than in the representations and warranties contained in Section 3.03(c)(1) (the reference to “material” set forth in the last sentence thereof) and Section 5.2(c)(1) of the Purchase Agreements (the reference to “material” set forth in the last sentence thereof)) will be disregarded for purposes of determining whether any such representation or warranty was breached or is inaccurate and (C) any breach of or inaccuracy in, as of the date hereof or as of the PR Closing Date or the USVI Closing Date, as applicable, any of the representations or warranties made by Purchaser in Section 5.2 of each of the Purchase Agreements (other than any such representations and warranties set forth in Section 5.2 of either of the Purchase Agreements that are Purchaser Fundamental Representations) or the certificate delivered by Purchaser pursuant to Section 8.2(c) of the PR Purchase Agreement and Section 9.2(c) of the USVI Purchase Agreement; (2) (A) any Tax owed by the Bank Entities resulting from any transaction outside the ordinary course of business engaged in by the Bank Entities occurring on the Closing Date, after the Bank Merger, and (B) any Transfer Taxes for which Purchaser is responsible pursuant to Section 4.12(e); (3) any failure by Purchaser to perform any of its covenants contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachPurchase Agreements; and (iii4) Purchaser’s or its Affiliate’s operation of the Bank Entities or their respective businesses or assets and liabilities following the Closing or Purchaser’s or its Affiliate’s ownership or operation of the Purchased Assets or the Assumed Liabilities. (b) Purchaser's obligations Purchaser will not have any liability under Section 6.02(aSections 6.03(a)(1)(B) shall or (C) (1) for any Loss for any individual claim (or group of directly related claims) if the amount of such Loss (together with the amount of Losses from all directly related claims) is a de minimis loss and (2) unless and until the aggregate amount of the indemnifiable Losses (excluding any de minimis loss) under such Sections taken together exceeds the Deductible, and then only for Losses in excess of the Deductible; provided that in no event will the aggregate indemnification to be subject paid by Purchaser (A) pursuant to Sections 6.03(a)(1)(B) or (C) exceed the following limitations: Indemnity Cap and (iB) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudand the Purchase Agreements combined exceed the Aggregate Consideration.

Indemnification by Purchaser. (a) Subject to the other terms and conditions of this Agreement (including, without limitation, Section 9.03(b)), Purchaser shall indemnify, defend and hold harmless each of the Seller and its directors and officers each of the Seller's Representatives (collectively referred to as the "Seller Indemnified Parties") harmless from and against any and all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, Losses directly or indirectlyindirectly based upon, as a result arising out of, in connection with resulting from or arising fromrelating to: (i) any breach of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment breach of any agreement, covenant or obligation of Purchaser set forth in this Agreement; (iii) the operation of KAC and/or SLC on and after the Closing Date. (b) Notwithstanding anything contained in Section 9.03(a) to the contrary, Purchaser's obligation to indemnify, defend and hold the Seller Indemnified Parties harmless shall be limited as follows: (i) No amounts of indemnity shall be payable pursuant to Section 9.03(a) unless and until the aggregate of all Losses suffered by Seller Indemnified Parties shall exceed $250,000 in the aggregate, and then only to the extent of any such excess (other than any amount of indemnity payable due to a breach of any representation or warranty contained in Section 3.02, for which the preceding sentence shall not apply); (ii) No claim may be asserted nor may any action be commenced against Purchaser pursuant to Section 9.03(a) unless written notice of such claim or action is received by Purchaser describing in detail the facts and circumstances with respect to the subject matter of such claim or action on or prior to the date on which the representation or warranty on which such claim or action is based ceases to survive as set forth in Section 8.01, irrespective of whether the subject matter of such claim or action shall have occurred before or after such date; (iii) For purposes of computing the aggregate amount of claims against Purchaser, the amount of each claim by a Seller Indemnified Party shall be deemed to be an amount net of, and any payments by Purchaser pursuant to Section 9.03(a) shall be limited to, the amount of Losses that remain after deducting therefrom, any insurance proceeds and any indemnity, contributions or other similar payment received by any third party with respect thereto; (iv) No amount of indemnity shall be payable pursuant to Section 9.03(a) with respect to any Loss resulting from a misrepresentation, breach of warranty or breach of any covenant or agreement on the part of Purchaser contained that is disclosed in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller notice, setting forth in reasonable detail the nature specific facts and circumstances pertaining thereto, delivered by Purchaser to the Seller after the date of this Agreement and at or prior to the Closing, if the Seller nevertheless elects to close (regardless of whether the Seller waives such nonbreach in writing or otherwise); (v) No amount of indemnity shall be payable pursuant to Section 9.03(a) with respect to the portion of any Loss as to which the Seller Indemnified Party had a reasonable opportunity, but failed in good faith to mitigate its Loss, including, without limitation, its failure to use commercially reasonable efforts to recover under a policy of insurance or under a contractual right of set-fulfilment off or breachindemnity; and (iiivi) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) No amount of indemnity shall be subject payable pursuant to the following limitations: (iSection 9.03(a) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims any Loss to the extent it arises solely from or was caused solely by actions taken by the Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) or any of their Affiliates after the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudClosing.

Indemnification by Purchaser. The Purchaser covenants and agrees to indemnify and save harmless the Vendors and their shareholders and their directors, offices, employees, agents and representatives (a) Purchaser shall indemnify, defend in respect of which the Vendors hereby act as agent and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Partiestrustee with respect thereto) from and against any and all Claims which may be made losses, damages, liabilities, costs and expenses (including reasonable legal fees and disbursements on a solicitor and his own client basis) suffered or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, incurred by the Vendors as a result of, in connection with consequence of or arising fromour of, under or by reason of: (ia) any breach of any representation or warranty of the Purchaser contained in this Agreement or contained in any document or certificate or other document furnished delivered by or on behalf of the Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement hereto or in connection with the completion of the transaction herein contemplated being untrue, inaccurate or misleading in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities.material respect; (b) Purchaser's any other breach by the Purchaser in any respect of any of its covenants or obligations under Section 6.02(acontained herein or contained in any document or instrument delivered by the Purchaser pursuant hereto or in connection with the completion of the transactions contemplated herein; (c) shall be subject any liability pertaining to the following limitations:Business, which occurs or arises after the Time of Closing in respect of an event or occurrence in a period after the Closing Date, except for the Retained Liabilities, and except for any liability resulting from a breach of the Vendors' representations and warranties made hereunder or from their failure to fulfill their covenants; or (d) any liability pertaining to the Business arising directly or indirectly from breaches of Environmental Laws by the Vendors, Environmental Activity by the Vendors or the Release of Hazardous Substances to the Natural Environment by the Vendors, except to the extent such liability (i) results from a breach of any of the obligations representations or warranties given by the Vendors hereunder within the respective survival period, (ii) results from a failure of Purchaser under Section 6.02(a)(ithe Vendors to fulfill any of their covenants hereunder, or (iii) shall terminate thirty-six (36) months after relates to the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties Excluded Assets set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudSchedule 2.2.

Indemnification by Purchaser. (a) The Purchaser shall indemnify, defend agrees to indemnify and hold harmless each of Seller and its directors Affiliates and officers any and all of their respective partners, directors, managers, members, officers, employees, agents and Controlling Persons (collectively referred to as the each, a “Seller Indemnified PartiesParty”) harmless from and against all Claims which may be made or brought against against, and will pay to each Seller Indemnified PartiesParty the amount of, any and all Losses (including reasonable attorneys’ fees) awarded against or incurred or suffered by such Seller Indemnified Party, arising out of, or which they may suffer involving any Third Party claim, demand, action or incur, directly or indirectly, as a result of, in connection with or proceeding to the extent arising from: out of (ia) any breach of any representation or warranty of Purchaser [*] = Certain confidential information contained in this Agreement or in any certificate or other document furnished document, marked by or on behalf of Purchaser pursuant to this Agreement; brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. representation, warranty or certification made by Purchaser in, or pursuant to, any non-fulfilment of the Transaction Documents (including certificates or other written documentation delivered thereunder), or (b) any breach or default by Purchaser in respect of any covenant or agreement on made by Purchaser in any Transaction Document; provided, however, that the part foregoing shall exclude any indemnification to any Seller Indemnified Party (i) that results from the gross negligence or willful misconduct of such Seller Indemnified Party, or (ii) to the extent resulting from acts or omissions of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of its Affiliates based upon the written instructions from any Seller Indemnified Party (unless Purchaser is otherwise liable for such Losses pursuant to the Transaction Documents and the non-fulfilment or breach terms of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject this Agreement). Any amounts due to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a any Seller Indemnified Party to hereunder shall be payable by Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudSeller Indemnified Party upon demand.

Indemnification by Purchaser. (a) Subject to the limitations set forth in this Section 9, the Purchaser shall and its respective representatives and Affiliates will indemnify, defend and hold harmless Seller the Company and its directors respective Affiliates, and officers representatives and Affiliates (collectively referred to as each, a “Company Indemnified Person”), from, against and in respect of any and all Losses incurred or suffered by the Seller Company Indemnified Parties) from and against all Claims which may be made Persons or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, any of them as a result of, in connection with arising out of or arising fromrelating to, directly or indirectly: (i) any breach of of, or inaccuracy in, any representation or warranty of made by Purchaser contained in (A) this Agreement, (B) any Transaction Agreement executed by Purchaser or in (C) any schedule or certificate or other document furnished delivered by or on behalf of Purchaser pursuant to this Agreement or any Transaction Agreement; (ii) any non-fulfilment breach or breach violation of any covenant or agreement on the part of Purchaser contained in (A) this Agreement, (B) any Transaction Agreement executed by Purchaser or (C) in any schedule or certificate delivered by Purchaser pursuant to this Agreement or any Transaction Agreement; provided, however, in no event shall the Purchaser and its respective representatives and Affiliates have any certificate furnished by or on behalf of Purchaser pursuant indemnification obligation to the Transaction Documents and Company Indemnified Persons arising out of or related to the non-fulfilment or breach of which remains uncured for a period Section 1.4 by the Company caused by the Company’s management, to the extent the acts or omissions underlying such breach are not approved by the Company’s Board of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachDirectors; andor (iii) any Taxes to be paid by Purchaser in connection with the Assumed Liabilitiestransactions contemplated herein as set forth in this Agreement. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) Purchaser will not have any obligation to indemnify the obligations Company Indemnified Persons pursuant to Section 9.2(a)(i) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty described therein unless and to the extent the aggregate amount of all such Losses incurred or suffered by the Company Indemnified Persons exceeds an amount equal to the Threshold (at which point the Purchaser under will be obligated to indemnify the Company Indemnified Persons from and against only such Losses which are in excess of $250,000), provided, that the foregoing limitation will not apply to (x) claims for indemnification pursuant to Section 6.02(a)(i9.2(a)(i) shall terminate thirty-six in respect of breaches of, or inaccuracies in, the Purchaser Fundamental Representations or (36y) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such dateclaims based upon Fraud; and and (ii) the maximum Purchaser’s aggregate liability of Purchaser in respect of Claims made under claims for indemnification pursuant to Section 6.02(a)(i) and 6.02(a)(ii) shall 9.2 will not exceed Fifty Million Dollars (exceed, in the aggregate, an amount equal to $50,000,000). The 5,000,000; provided, that the foregoing limitation shall will not apply to wilful breaches claims which arise out of, or relate to, a breach of this Agreement Section 1.2 and/or 1.3 by Purchaser or fraudbased upon Fraud, which are capped, in the aggregate at the Purchase Price.

Indemnification by Purchaser. (a) 8.1.1 Subject to the limitations set forth in this Article 8, effective at and after the Closing, Purchaser shall indemnify, defend indemnify and hold harmless Seller and its directors Affiliates, and officers each of their respective officers, directors, employees, stockholders, agents, representatives, attorneys, successors and assigns (collectively referred to as collectively, the “Seller Indemnified PartiesPersons”) harmless from and against any and all Claims which may be made losses, Liabilities, damages, claims, suits, settlements, royalties, costs and expenses, including costs of investigation, settlement and defense and reasonable legal fees, court costs and any interest costs or brought against penalties (each individually a “Loss” and collectively “Losses”) that a Seller Indemnified Parties, or which they Person may at any time suffer or incur, directly or indirectlybecome subject to, as a result arising out of, in connection with resulting from or arising fromcaused by: (ia) any breach of any representation or warranty of made by Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; , the Intellectual Property Transfer and License Agreement or any Purchaser Document required hereunder to be delivered at Closing, provided that in determining (ii1) whether any non-fulfilment representation or warranty was inaccurate or breached or (2) the amount of Loss in respect of any breach of any covenant representation or agreement on the part of Purchaser warranty, any materiality or material adverse effect qualification contained in this Agreement such representation or warranty, other than Section 1.1 or Article 3 of Annex H, will be ignored in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities.all respects; (b) Purchaser's obligations under Section 6.02(a) shall be subject ’s or any of its Affiliates’ ownership or conduct of the Operation Assets or Operations following the Closing, except to the following limitations: (i) the obligations of extent Seller is obligated to indemnify Purchaser under Section 6.02(a)(i8.2; (c) shall terminate thirty-six (36) months after any failure by Purchaser or any of its Affiliates to perform or fulfill any of the Closing Date except with respect covenants or agreements required to bona fide Claims be performed by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party it under this Agreement, the Intellectual Property Transfer and License Agreement or any Purchaser Document required hereunder to Purchaser prior to such datebe delivered at Closing; and (iid) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudany Assumed Liabilities.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall will indemnify, defend defend, and hold harmless each Seller and its directors his Representatives and officers Affiliates (collectively referred to as collectively, the “Seller Indemnified PartiesPersons”) from from, against and against in respect of any and all Claims which may be made Damages sustained or brought against incurred by any Seller Indemnified PartiesPerson to the extent relating to, resulting from or arising out of, or which they may suffer or incur, directly or indirectly, as a result any allegation by any third party of, in connection with or arising from: (i) any breach of any representation or warranty of Purchaser contained in this Agreement set forth herein or in any certificate or other document furnished by delivered in connection herewith (as each such representation or on behalf of Purchaser pursuant warranty would read if all qualifications as to Knowledge or materiality were deleted therefrom) and any misrepresentation in connection with this AgreementAgreement or the transactions contemplated hereby; (ii) any non-fulfilment breach or breach of nonfulfillment by Purchaser of, or noncompliance by Purchaser with, any covenant covenant, agreement or agreement on the part of Purchaser obligation contained in this Agreement herein or in any certificate furnished or other document delivered in connection herewith; (iii) any claim by any Person for brokerage or on behalf finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Purchaser (or any of Purchaser its Representatives) in connection with any of the transactions contemplated herein; (iv) any claims related to the business, ownership, and operations of the Acquired Companies or any Business Facility that accrue after the Closing Date; or (v) fraud or intentional misrepresentation. Except in cases of Proceedings arising from, fraud or willful or criminal misconduct, and except as otherwise provided for in this Agreement, Sellers acknowledge that their sole and exclusive remedy after the Closing with respect to any and all claims and Damages relating to this Agreement and any transactions contemplated herein shall be pursuant to the Transaction Documents indemnification provisions set forth in this ARTICLE VII. In the event that any Seller Indemnified Person wishes to make a claim for indemnification under this Section 7.3, Seller Indemnified Person shall give written notice of such claim to Purchaser within the applicable time limitations contained in Section 7.7. Any such notice shall describe the breach or inaccuracy and other material facts and circumstances upon which such claim is based and the non-fulfilment estimated amount of Damages involved, in each case, in reasonable detail in light of the facts then known to Seller Indemnified Person; provided, that no defect in the information contained in such notice from Seller Indemnified Person to Purchaser will relieve Purchaser from any obligation under this Section 7.3, except to the extent such failure to include information actually and materially prejudices Purchaser. With respect to matters not involving Proceedings brought or breach of which remains uncured for a period of thirty asserted by third parties, within ten (3010) days after receipt of written notice notification from Seller setting forth in reasonable detail the nature Indemnified Persons, Purchaser shall diligently commence resolution of such non-fulfilment matters in a manner reasonably acceptable to Seller Indemnified Persons and shall diligently and timely prosecute such resolution to completion. If Purchaser, within ten (10) days after its receipt of such notice (or breach; and (iii) such shorter time as may be necessary under the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) circumstances), fails to diligently commence resolution of such matters in a manner reasonably acceptable to Seller Indemnified Persons, Seller Indemnified Persons shall be have the right to undertake all appropriate and reasonable actions to resolve or otherwise address such matters at the sole expense of Purchaser to the extent such matters are subject to the following limitations: (i) the obligations of Purchaser indemnification under this Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with 7.3. With respect to bona fide Claims those claims that Purchaser is not disputing in good faith and that may be satisfied by payment of a liquidated sum of money, including, without limitation, claims for reimbursement of expenses incurred in connection with any circumstances entitling Seller Indemnified Parties set forth Persons to indemnity hereunder, Purchaser shall pay the full amount so claimed to the extent supported by reasonable documentation within fifteen (15) days of such resolution. If Purchaser disputes its Liability in written notices given connection with such claim, it shall, subject to Section 7.5 hereof, pay any undisputed part of such Liability and Sellers and Purchaser shall resolve any remaining dispute as soon as practicable but in any event within a reasonable time thereafter. If any Proceeding is commenced or threatened by a any third party for which Seller Indemnified Party Persons are entitled to Purchaser prior to such date; and (ii) indemnification under this Section 7.3, the maximum aggregate liability provisions of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) 7.4 shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudcontrol.

Indemnification by Purchaser. (a) Purchaser shall indemnify---------------------------- indemnify Seller, defend its affiliates and each of their respective officers, directors, employees, stockholders, agents and representatives against, and agrees to hold them harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from, any Loss, for or on account of or arising from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising fromotherwise with respect to: (i) any breach of any representation or warranty of Purchaser contained in this Agreement, in any Ancillary Agreement or in any certificate or other document furnished delivered in connection herewith (it being agreed and acknowledged by or on behalf the parties that for purposes of Purchaser Seller's right to indemnification pursuant to this AgreementSection 8.02 the representations and warranties of Purchaser shall be deemed not qualified by any references therein to materiality generally or to whether or not any breach results or may result in a Purchaser Material Adverse Effect); (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished Ancillary Agreement; (iii) any failure by Purchaser to pay or on behalf otherwise discharge when due and payable any Assumed Liability; (iv) any fees, expenses or other payments incurred or owed by Purchaser to any brokers, financial advisors or other comparable persons retained or employed by it in connection with the transactions contemplated by this Agreement or by any Ancillary Agreement; (v) Purchaser's selection of Purchaser pursuant Non-Continuing Employees but only to the Transaction Documents extent related to such selection being in violation of, or being alleged to be in violation of, Applicable Law and such Loss is not a direct result of any act by any member of the non-fulfilment Seller Group or breach any of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment its employees, representatives or breachagents; and (iiivi) liability under the Assumed Liabilities. WARN Act with respect to Affected Employees (bexcluding Brainerd Participants) Purchaser's obligations whose "employment loss" (as defined under Section 6.02(athe WARN Act) shall be subject (y) occurs on or within 90 days prior to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect and (z) is deemed to bona fide Claims by Seller Indemnified Parties set forth in written notices given by be part of a Seller Indemnified Party to Purchaser prior to such date; and "plant closing" or "mass layoff" (ii) as those terms are defined under the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000WARN Act). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify, defend and hold harmless Seller and its directors shareholders, directors, trustees, beneficiaries, officers, members, partners employees and officers agents, and their respective successors and assigns (collectively referred to as collectively, the Seller Indemnified Parties"INDEMNIFIED SELLER PERSONS") from and against all Claims which may be made any Losses incurred or brought against suffered by any Indemnified Seller Indemnified PartiesPerson that results from, relates to or which they may suffer arises out of (a) the breach or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach inaccuracy of any representation or warranty of made by Purchaser contained in this Agreement or in the Purchaser Closing Documents, (b) claims made by any certificate Tenant or other document furnished Anchor under the Leases, any Party to the REA under the REA, or by any Party under those Contracts assigned to Purchaser, that relate to obligations or liabilities that accrued or relate to the period on behalf of Purchaser pursuant or subsequent to this Agreement; the Indemnification Date or (iic) any non-fulfilment liability of Seller, the Beneficiary or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and First Union Management, Inc. (collectively "MORTGAGOR") for the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the recourse carve out obligations of Purchaser Mortgagor under the terms of Paragraph 15 of the CIGNA Note and Section 6.02(a)(i40 of the Mortgage, Security Agreement and Fixture Financing Statement, dated as of November 15, 1995, as amended, executed by Mortgagor, that relate to or are based on (1) shall terminate thirty-six (36) months acts or omissions occurring on or after the Closing Date except with respect or (2) obligations or liabilities that accrued, or relate to bona fide Claims by Seller Indemnified Parties the period beginning, on or subsequent to the Closing Date, unless the condition set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (iiSection 7.1(c) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement is satisfied on or fraudbefore the Closing Date.

Indemnification by Purchaser. (a) Subject to the terms and conditions of this Article XI, Purchaser shall agrees to indemnify, defend and hold harmless Seller Indemnitees from, against, and its directors shall compensate and officers (collectively referred to as the reimburse each Seller Indemnified Parties) from Indemnitee for and against in respect of any and all Claims which may be made Losses asserted against, relating to, imposed upon or brought against incurred by any Seller Indemnified PartiesIndemnitee by reason of, or which they may suffer or incurresulting from, based upon, arising out of, whether directly or indirectly, as a result of, in connection with or arising from: (i) any breach the breach, inaccuracy, untruth or incompleteness of any representation or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser made pursuant to this Agreement; , any Ancillary Agreement or any certificate, schedule or exhibit delivered by Purchaser in connection with this Agreement or any Ancillary Agreement, (ii) any non-fulfilment or the breach of any covenant or agreement on the part obligation of Purchaser contained set forth in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and Ancillary Agreement, (iii) any Liability of Purchaser other than the Assumed Liabilities., or (iv) any Proceeding relating to any breach, alleged breach, Liability or matter of the type referred to above (including any Proceeding commenced by any Seller Indemnitee for the purpose of enforcing any of its rights under this Article XI) (collectively, "Seller Indemnifiable Losses"): (b) Purchaser's obligations under Section 6.02(a) Notwithstanding anything to the contrary contained in this Agreement, no claim for Seller Indemnifiable Losses shall be made under this Article XI: (i) unless the aggregate of Seller Indemnifiable Losses shall exceed $50,000 (at which point Purchaser shall become liable for the aggregate Losses, and not just amounts in excess of $50,000), (ii) to the extent the Seller had a reasonable opportunity, but failed, in good faith to mitigate the Losses, including but not limited to the failure to use commercially reasonable efforts to recover under a policy of insurance or under a contractual right of set-off or indemnity, (iii) for any Losses to the extent that the Seller Indemnitees have received payments in respect of claims made under this Article XI in excess of $3,300,000 in the aggregate, or (iv) with respect to any Losses suffered, incurred or sustained by any Seller Indemnitee or to which any of them becomes subject to the following limitations: (i) extent such Losses arise from or were directly caused by actions taken or failed to be taken by Seller after the obligations of Closing. The Seller Indemnitees' sole and exclusive remedy against Purchaser for Losses shall be indemnification under this Article XI; provided, however, that nothing contained in this Section 6.02(a)(i11.3(b) shall terminate thirty-six (36) months after the Closing Date except with respect limit any remedy at law or equity to bona fide Claims by which Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to may be entitled against Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement for fraud or fraud.intentional misrepresentation

Indemnification by Purchaser. (a) Purchaser hereby agrees that it shall indemnify, defend and hold harmless Seller and its directors Affiliates (until, in the case of any Subsidiary of Seller, such Subsidiary is no longer an Affiliate of Seller (except with respect to any Losses in respect of which notice has been given in accordance with Section 7.4 prior to such Subsidiary ceasing to be an Affiliate)), and officers their respective directors, officers, shareholders, partners, attorneys, accountants, agents and employees and their heirs and successors (the "Seller Indemnified Parties") from, against and in respect of any actual damages, claims, losses, charges, actions, suits, proceedings, deficiencies, interest, penalties, and reasonable costs and expenses (including without limitation reasonable attorneys' and consultants' fees) (collectively referred to as but without duplication, "Losses") imposed on, sustained, incurred or suffered by any of the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with Parties relating to or arising from: out of (i) any breach of any representation repre- sentation or warranty of made by Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; ; (ii) any non-fulfilment or the breach of any covenant or agreement on the part of Purchaser contained in this Agreement Agreement; (iii) subject to the provisions of Section 5.9 with respect to Retained Companies (until they no longer have the status of Retained Companies) all obligations and liabilities of the Packaging Companies arising on or after the Scheduled Closing Date or relating to the conduct of the Packaging Business on or after the Scheduled Closing Date, except to the extent that Purchaser is entitled to indemnification under Section 5.4 or 7.3(a) in respect of that claim (without regard to the provisions of Section 7.3(b)); and (iv) any certificate furnished action brought by a security holder or creditor of Purchaser in its capacity as such; provided that all rights in respect of indemnification of Seller Indemnified Parties by Pur- chaser hereunder may be asserted only by Seller (including on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from other Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed LiabilitiesIndemnified Parties). (b) Purchaser's obligations under Section 6.02(a) Notwithstanding the provisions of this Article VII, Purchaser shall not be subject liable for any Losses with respect to the following limitations: matters contained in clause (i) of Section 7.2(a) except (i) to the obligations extent the Losses therefrom exceed U.S.$35,000,000, in which event Purchaser shall be liable to Seller only for such Losses above such amount or (ii) for any individual item or series of related items where the Losses relating thereto or arising therefrom are less than U.S.$50,000 (it being expressly understood that Losses in respect of such items shall not be applied against the U.S.$35,000,000 basket set forth in clause (i) hereof); provided that the aggregate liabil- ity of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii7.2(a) shall not exceed Fifty Million Dollars ($50,000,000)U.S.$3,600,0- 00,000. The foregoing limitation Seller shall not apply to wilful breaches of be entitled under this Agreement or fraudto multiple recovery for the same Losses.

Indemnification by Purchaser. (a) a Subject to Section 10.01 to the extent applicable, and except to the extent a Purchaser Indemnified Party is entitled to indemnification from Seller in respect of the relevant matter in accordance with this Agreement, Purchaser shall indemnify, defend indemnify and hold harmless Seller Seller, its Affiliates and its their respective employees, officers and directors and officers (collectively referred to as collectively, the "Seller Indemnified Parties") harmless from and against all Claims which may be made or brought against against, and agrees to promptly defend any Seller Indemnified PartiesParty from and reimburse any Seller Indemnified Party for, any and all Losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys' fees and expenses reasonably incurred including those incurred to enforce the indemnity rights hereunder) (collectively, "Losses"), which they such Seller Indemnified Party may at any time suffer or incur, directly or indirectlybecome subject to, as a result of, of or in connection with or arising fromwith: (i) any breach the inaccuracy as of the date of this Agreement or the Closing Date of any representation representations and warranties made by Purchaser in or warranty of Purchaser contained in pursuant to this Agreement or in any instrument or certificate or other document furnished delivered by or on behalf of Purchaser pursuant to this Agreementat the Closing in accordance herewith; (ii) any non-fulfilment failure by Purchaser to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or breach of any covenant or agreement on the part of Purchaser contained in obligations under this Agreement or in under any certificate furnished of the documents and/or other instruments delivered by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachthis Agreement; andor (iii) all obligations and liabilities of Seller under the Assumed Liabilities. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this HTS Partnership Agreement or fraudas limited partner of HTS.

Indemnification by Purchaser. (a) Subject to Sections 7.4, 7.6, and 7.7, Purchaser shall hereby agrees, effective as of the Closing, to indemnify, defend save and hold harmless Seller and its directors successors and officers their permitted assigns and all of their officers, directors, stockholders, agents, attorneys, representatives and employees (collectively referred to as the "Seller Indemnified Parties") from and against all Claims which may be made any Damages arising from, out of or brought against Seller Indemnified Partiesin any manner connected with (a) the Assumed Obligations, (b) acts, omissions, events, conditions or circumstances involving or relating to the Assets or the Machine Business, or the employees or contractors of Purchaser (or its subsidiary) occurring or existing after, but not on or before, the Closing Date (other than those for which they may suffer the Purchaser Indemnified Parties are entitled to be indemnified by Seller under Section 7.2), (c) the operation of any of the Assets, the operation of any other business in which the Purchaser (or incurits subsidiary) shall engage, directly or indirectlythe sale, as a result ofdisposal, transportation, storage or use of products or raw materials in connection with the Machine Business by Purchaser (or arising from: its subsidiary) after, but not on or before, the Closing Date, including, without limitation, product liabilities for products (iother than the Inventories) sold by Purchaser (or its subsidiary) after, but not on or before, the Closing Date (other than matters for which the Purchaser Indemnified Parties are entitled to be indemnified by Seller under Section 7.2), (d) the breach of any covenant of Purchaser contained herein or in the documents or instruments required to be delivered by Purchaser in connection with the transactions contemplated hereby, (e) any inaccuracy in, or breach of any representation or warranty of Purchaser contained in under this Agreement or any document or instrument required to be delivered by Purchaser in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; connection with the transactions contemplated hereby, and (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iiif) the Assumed Liabilitiesmatters for which Purchaser assumes liability under Sections 10 and 12, below. (b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: (i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud.

Indemnification by Purchaser. (a) Purchaser shall indemnifySubject to the limitations in this Article IX, defend effective as of and hold harmless Seller after the Closing, Seller, its Affiliates, their respective directors, managers, officers, employees, consultants, investment bankers, attorneys, accountants and its directors other advisors and officers representatives, and their respective successors and permitted assigns (collectively referred to as collectively, the “Seller Indemnified Parties”) shall be entitled to be indemnified and held harmless for, from and against any and all Claims which may be made (i) Losses actually incurred or brought against suffered by any Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, Party as a result of, in connection with of or arising from: (i) any from the breach of any representation or warranty contained in Article VII existing at the Closing, (ii) Losses actually incurred or suffered by any Seller Indemnified Party as a result of or arising from the breach of any covenant of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents , and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) Assumed Liabilities (provided, that the Assumed Liabilitiesobligations under this Section 9.3(a)(iii) shall not be subject to any limitations or restrictions set forth in this Article IX). (b) Purchaser's obligations under Notwithstanding any other provision in this Agreement to the contrary, the indemnification provided for in Section 6.02(a9.3(a)(i) shall be subject to the following limitations: (i) The Seller Indemnified Parties shall not be entitled to be indemnified or held harmless in respect of any Losses for which the obligations of Purchaser Seller Indemnified Parties would recover under Section 6.02(a)(i9.3(a)(i) unless and until the aggregate amount of such Losses exceeds the Threshold, in which case the Seller Indemnified Parties (as a group) shall terminate thirty-six be entitled to recover all Losses regardless of the Threshold, subject to Section 9.3(b)(ii) and Section 9.3(b)(iii) below; provided, however, that the Threshold shall not apply to a misrepresentation or breach of the representations and warranties in Section 7.5, Section 7.9, Section 7.10 and Section 7.11; (36ii) months after The Seller Indemnified Parties shall not be entitled to be indemnified or held harmless in respect of any Losses for which the Closing Date except Seller Indemnified Parties would recover under Section 9.3(a)(i) with respect to bona fide Claims breaches of representations and warranties (other than the representations and warranties in Section 7.5, Section 7.9, Section 7.10 and Section 7.11) that arise from any individual item, occurrence, circumstance, act or omission (or series of related items, occurrences, circumstances, acts or omissions) unless and until the aggregate amount of Losses resulting therefrom exceeds the Per Claim Amount, nor shall any Losses excluded pursuant to this clause (ii) be taken into account for purposes of determining whether the Threshold or the Cap has been exceeded in respect of claims made by the Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such dateParties; and (iiiii) the maximum Purchaser’s aggregate liability for Losses with respect to breaches of Purchaser in respect of Claims made representations and warranties for which the Seller Indemnified Parties would recover under Section 6.02(a)(i9.3(a)(i) (excluding for this purpose the representations and 6.02(a)(iiwarranties in Section 7.5, Section 7.9, Section 7.10 and Section 7.11) arising out of claims under this Agreement shall not in no event exceed Fifty Million Dollars the Cap. ($50,000,000). The foregoing c) Notwithstanding anything to the contrary herein, for purposes of this Article IX only, each representation and warranty made by Purchaser contained in this Agreement shall be deemed to be made without any qualification or limitation as to materiality (including any qualification or limitation made by reference to “material”) and, without limiting the foregoing, the word “material” and words of similar import shall not apply be deemed deleted from any such representation or warranty. (d) Notwithstanding anything herein to wilful breaches the contrary, any Claims with respect to which there is a finding or judgment of actual fraud by Purchaser by an Arbitration Panel in accordance with the terms of this Agreement or fraudshall not be subject to the limitations under this Section 9.3.

Indemnification by Purchaser. (a) After the Closing and subject to Section 1.3(b)(v) and Sections 6.4(b) and (d) and this Article VII, the Purchaser shall indemnify, defend and hold harmless Seller AIG, the Sellers and its directors their respective Affiliates and officers each of their respective directors, officers, employees, stockholders, successors and permitted assigns (collectively referred to as collectively, the “Seller Indemnified Parties”) from against, and against all Claims which may be made or brought against reimburse any Seller Indemnified PartiesParty for, or which they all Losses that such Seller Indemnified Party may at any time suffer or incur, directly or indirectlybecome subject to, as a result of, of or in connection with or arising fromwith: (i) any the breach or inaccuracy of any representation or warranty of made by the Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment breach or breach failure by the Purchaser to perform any of any covenant its covenants or agreement on the part of Purchaser obligations contained in this Agreement Agreement, subject to the relevant survival period in respect of any such covenant or obligation set forth in Section 7.1; (iii) each Assumed Liability; (iv) any certificate furnished Loss arising with respect to a Purchased Asset from and after the Closing Date, other than arising as a result of a breach or inaccuracy of any representation or warranty made by AIG or Sellers; (v) the failure to maintain as confidential any Consumer Information on behalf of or after the Closing Date; or (vi) any Data Security Breach on or after the Closing Date. (b) Notwithstanding any other provision to the contrary, the Purchaser shall not be required to indemnify, defend or hold harmless any Seller Indemnified Parties against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Section 7.3(a)(i): (i) with respect to any claim (or series of related claims arising from the Transaction Documents and same underlying facts, events or circumstances) unless such claim (or series of related claims arising from the non-fulfilment same underlying facts, events or breach circumstances) involves Losses in excess of the Threshold Amount (nor shall any such claim or series of related claims that do not meet the Threshold Amount be applied to or considered for purposes of calculating the aggregate amount of the Seller Indemnified Parties’ Losses for which remains uncured the Purchaser has responsibility under Section 7.3(b)(ii) below); (ii) until the aggregate amount of the Seller Indemnified Parties’ Losses for a period which Seller Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 7.3(a)(i) exceeds the Basket Amount, after which the Purchaser shall be obligated for all Seller Indemnified Parties’ Losses for which the Seller Indemnified Parties are finally determined to be otherwise entitled to indemnification under Section 7.3(a)(i) that are in excess of thirty the Basket Amount; but only if such excess Losses arise with respect to any claim (30or series of related claims arising from the same underlying facts, events or circumstances) days after receipt that involves Losses in excess of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breachThreshold Amount; and (iii) in a cumulative aggregate amount in excess of the Assumed LiabilitiesMaximum Indemnification Obligation, it being agreed that for purposes of determining whether the Maximum Indemnification Obligation has been met or exceeded, any amount paid by the Purchaser for Losses pursuant to Section 7.3(a)(i), other than any Losses in respect of the inaccuracy or breach of any Purchaser Specified Representations, shall be taken into account; provided, however, that none of the foregoing limitations shall apply to Purchaser’s indemnification obligations (x) with respect to Losses in respect of the inaccuracy or breach of any of Purchaser’s Specified Representations or (y) under Section 1.3(b)(v), Section 5.1(d), Section 6.4 or Sections 7.3(a)(ii)-(vi). (bc) Purchaser's obligations under Section 6.02(a) shall be subject Notwithstanding any other provision to the following limitations: (i) the obligations of contrary, Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect not be required to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a indemnify, defend or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Losses pursuant to Purchaser prior to such date; and Section 7.3(a)(i) (ii) the maximum aggregate liability of Purchaser including, for this purpose, in respect of Claims made under Section 6.02(a)(ithe inaccuracy or breach of Purchaser Specified Representations) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudin a cumulative aggregate amount exceeding the Purchase Price.

Indemnification by Purchaser. Purchaser shall hold harmless and indemnify each of the Seller Indemnitees from and against, and shall compensate and reimburse each of the Seller Indemnitees for, any Damages that are suffered or incurred by any of the Seller Indemnitees or to which any of the Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and that arise from, or as a result of, or are connected with: (a) any Breach of any representation or warranty made by Purchaser in this Agreement or any of the Transactional Agreements, except such Breaches as to which SCC or the Company had Knowledge at Closing; (b) any Breach of any covenant or obligation of Purchaser in this Agreement or any of the Transactional Agreements; (c) except for any Liability as to which SCC or the Company had Knowledge at Closing to which neither SCC nor the Company shall indemnifyhave any right to indemnification, defend and hold harmless Seller and its directors and officers (collectively referred any Liability to as which any of the Seller Indemnified PartiesIndemnitees may become subject and that arises from or relates to (i) from and against all Claims which may be made or brought against Seller Indemnified Partiesthe Purchased Assets subsequent to Closing, (ii) any Assumed Liability, or which they may suffer (iii) the operation of any of the Clubs subsequent to Closing; provided, that such Liability arises solely out of the operations of the Clubs by Purchaser and does not arise from or incurrelate, directly or indirectly, as a result of, in connection with to any Liability occurring or arising from:existing on or prior to Closing; or (id) any breach Proceeding commenced relating to any Breach, Liability or matter of any representation or warranty of Purchaser contained the type referred to in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; clause "(ii) any non-fulfilment or breach of any covenant or agreement on the part of Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilities. a)", "(b) Purchaser's obligations under Section 6.02(a) shall be subject to the following limitations: )" or "(i) the obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party to Purchaser prior to such date; and (ii) the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000c). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraud" above.

Indemnification by Purchaser. (a) From and after the Closing, Purchaser shall indemnify, defend and hold each member of the Selling Group and their respective Affiliates and their respective successors, directors, managers, officers, employees, shareholders, members, partners, and agents (collectively, the “Seller Indemnitees”) harmless from any and all Losses, that any Seller and its directors and officers (collectively referred Indemnitee may suffer, incur or become subject to as the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of, in connection with arising from or arising from: relating to: (i) any inaccuracy or breach of any representation or warranty of made by Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf Transaction Document, as of Purchaser pursuant to this Agreement; the Effective Date and the Closing Date (except those representations and warranties that address matters only as of a specified date), (ii) any non-fulfilment or the breach of any covenant or agreement on the part of made by Purchaser contained in this Agreement or in any certificate furnished by or on behalf of Purchaser pursuant to the other Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and Document, (iii) any Taxes for which the Assumed LiabilitiesPurchaser is responsible pursuant to Section 8.5, (iv) any debt or equity offering conducted by Purchaser or its Affiliates in connection with the transactions contemplated by this Agreement as contemplated by Section 6.14, except to the extent that it is finally determined by a court of competent jurisdiction that such Losses arise out of Selling Group’s breach of Section 6.15(c), or (v) any matter set forth in Schedule 8.3(a). (b) Purchaser's obligations Purchaser shall not have any liability under Section 6.02(a8.3(a)(i) unless the aggregate amount of the Losses incurred by the Seller Indemnitees exceeds the Threshold in which case Purchaser shall be subject required to pay the following limitations: aggregate amount of all Losses incurred by the Seller Indemnitees in excess of the Threshold; provided that the Threshold shall not apply to (i) the obligations failure of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months after any of the Closing Date except with respect to bona fide Claims by Seller Indemnified Parties representations and warranties set forth in written notices given by a Seller Indemnified Party Section 5.1 (Organization and Good Standing), Section 5.2 (Authorization of Agreement), and Section 5.7 (Financial Advisors) (collectively, the “Purchaser Fundamental Representations”) to Purchaser prior to such date; and be true and correct, or (ii) any claims of fraud or criminal conduct. (c) Purchaser shall not have any liability under Section 8.3(a)(i) for any Losses in excess of the maximum aggregate liability Cap; provided, that in the case of Losses related to the failure of any of the Purchaser Fundamental Representations to be true and correct, the Cap shall be increased to one hundred percent (100%) of the Closing Consideration; provided, further, that there shall be no cap on any claims of fraud or criminal conduct. (d) Following the Closing Date, except for remedies that cannot be waived as a matter of law and injunctive, provisional and equitable relief (including specific performance), the Seller Indemnitees’ sole and exclusive remedy for any Losses arising out of or related to any inaccuracy or breach of any representation or warranty made by Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches ARTICLE V of this Agreement or fraudany other Transaction Document will be indemnification pursuant to and subject to the limitations contained in this ARTICLE VIII.

Indemnification by Purchaser. Purchaser shall indemnify Seller and hold it harmless, against and in respect of any and all damage, loss, deficiency, liability, obligation, commitment, cost or expense (including the fees and expenses of counsel) resulting from, or in respect of, any of the following: (a) Purchaser shall indemnifySubject to the limitations in Section 13.1 and Section 13.2, defend and hold harmless Seller and its directors and officers (collectively referred to as the Seller Indemnified Parties) from and against all Claims which may be made or brought against Seller Indemnified Partiesany misrepresentation, or which they may suffer or incur, directly or indirectly, as a result of, in connection with or arising from: (i) any breach of any representation warranty or warranty of Purchaser contained in this Agreement or in any certificate or other document furnished by or on behalf of Purchaser pursuant to this Agreement; (ii) any non-fulfilment fulfillment of any obligation or breach of any covenant or other agreement on the part of Purchaser under this Agreement, any document relating hereto or thereto or contained in any schedule to this Agreement or from any misrepresentation in or omission from any certificate furnished certificate, schedule, exhibit, other Contract or instrument delivered by or on behalf of Purchaser pursuant to the Transaction Documents and the non-fulfilment or breach of which remains uncured for a period of thirty (30) days after receipt of written notice from Seller setting forth in reasonable detail the nature of such non-fulfilment or breach; and (iii) the Assumed Liabilitieshereunder. (b) Purchaser's The Assumed Obligations. (c) Any and all Claims, obligations under Section 6.02(a) shall be subject or liabilities of any kind arising out of or relating to the following limitations: (i) operation of the Division on or after the Closing Date. For the avoidance of doubt, Claims, obligations of Purchaser under Section 6.02(a)(i) shall terminate thirty-six (36) months or liabilities that arise after the Closing Date except with respect but are based upon events, occurrences, actions, omissions, or conditions created or in existence prior to bona fide Claims the Closing Date, including, but not limited, the release of Hazardous Materials at any of the Division's properties prior to the Closing Date or violations of applicable Environmental Law prior to the Closing Date, are not subject to this paragraph (c) and, unless such matters fall within the definition of "Assumed Obligations", are subject to the indemnity provided by Seller Indemnified Parties set forth in written notices given by a Seller Indemnified Party pursuant to Purchaser prior to such date; andSection 13.3 above. (iid) All demands, assessments, judgments, costs and reasonable legal and other expenses arising from, or in connection with, any action, suit, proceeding or Claim incident to any of the maximum aggregate liability of Purchaser in respect of Claims made under Section 6.02(a)(i) and 6.02(a)(ii) shall not exceed Fifty Million Dollars ($50,000,000). The foregoing limitation shall not apply to wilful breaches of this Agreement or fraudforegoing.